glimcher_10q-ex10111.htm


     

    Exhibit
      10.111


    
       

      AGREEMENT
        OF SALE AND PURCHASE



      THIS
        AGREEMENT OF SALE AND PURCHASE (“Agreement”) is
        made
        and entered into as of
        this
        25th
        day of
        April, 2007 (the “Effective
        Date”),
        by
        and
        between GLIMCHER UNIVERSITY
        MALL LIMITED PARTNERSHIP, a Delaware limited partnership (“Seller”),
        and
        SOMERA CAPITAL MANAGEMENT, LLC, a California limited liability company
(“Buyer”).

       

      In
        consideration of the mutual agreements contained in this Agreement and for
        other
        good and valuable
        consideration, the receipt and sufficiency of which are hereby acknowledged,
        Seller agrees
        to
        sell, and Buyer desires to purchase, the Property described below, for the
        Purchase Price
        and
        upon the terms and conditions set forth below:

       

      ARTICLE
        1

       

      CERTAIN
        DEFINITIONS AND FUNDAMENTAL PROVISIONS 

       

      This
        Article 1 sets forth certain definitions and fundamental provisions for purposes
        of this Agreement.

       

      1.1
        “Additional
        Deposit” means
        One
        Million Five Hundred Thousand Dollars ($1,500,000.00).
        Upon receipt by the Title Company, the Additional Deposit shall be deemed
        included in the Deposit for all purposes under this
        Agreement.



      1.2 “Buyer’s
        Address” means:

       

      
        	 	
                Somera
                  Capital Management, LLC

                1901
                  Pennsylvania Avenue NW, Suite 804 

                Washington,
                  D.C. 20006

                Attn:
                  Tom Falatko

                Tel:
                  (202) 828-9500

                Fax:
                  (202) 828-9585

              	
                With
                  a copy to:

                 

                Stroock
                  & Stroock & Lavan LLP

                2029
                  Century Park East, 18th Floor 

                Los
                  Angeles, CA 90067

                Attn:
                  Chauncey M. Swalwell

                Tel:
                  (310) 556-5945

                Fax:
                  (310) 407-6445

                 

                Somera
                  Capital Management, LLC

                222
                  N. Sepulveda Boulevard

                Suite
                  2375

                El
                  Segundo, CA 90245

                Attn:
                  Steve Plenge

                Tel:
                  (310) 641-8060

                Fax:
                  (310) 641-8805

              


      

       

      1.3
        “Close”
        or “Closing” means
        confirmation by the Title Company that it has received
        and is in a position to deliver to Buyer all of the documents to be delivered
        by
        Seller pursuant
        to Section
        4.3
        of this
        Agreement, and has received and is in a position to deliver to Seller
        all of the funds and documents to be delivered by Buyer pursuant to Section
        4.4
        of this
        Agreement.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         
 1.4
        “Closing
        Date” means
        not
        later than June 14, 2007, subject to extension as provided
        in Section
        4.2
        (or any
        other date which is approved in writing by both Buyer and Seller).

       

      1.5
        “Contracts”
        means
        all
        assignable service, supply, maintenance and construction contracts, if any,
        relating to the Real Property or Personal Property, a list of which is attached
        hereto as Exhibit
        A. 
        Seller
        agrees to terminate at Closing all Contracts that Buyer wishes to terminate
        and
        which by their terms can be terminated without cause upon notice from Seller.
        Notwithstanding the foregoing, if Seller reasonably believes any Contract
        is
        necessary for its management
        of the Property pursuant to the Management Agreement (as provided in
Section
        4.11
        below),
        Buyer agrees such Contract shall not be terminated until the expiration of
        the
        Management Agreement.

       

      1.6
        “Deposit”
        means
        Fifty Thousand Dollars ($50,000.00). Seller shall not be obligated
        to account to Buyer for any interest earned on the Deposit.

       

      1.7
        “Effective
        Date” means
        the
        date of mutual execution of this Agreement.

       

      1.8
        “Improvements”
        means
        all
        structures, improvements and fixtures located on the Land.

       

      1.9
        “Intangible
        Property” means
        all
        assignable intangible personal property, if any, owned
        by
        Seller on the Closing Date, including the right to use the current names,
        logos,
trademarks
        and trade names of the Real Property (but not of the Seller or their affiliates,
        parents or subsidiaries) and all licenses, permits and certificates of occupancy
        issued by governmental authorities relating to the use, maintenance, occupancy
        and/or operation of the Real Property and Personal Property.

       

      1.10
        “Land”
        means
        that certain land more particularly described on Exhibit
        B
        attached
        hereto, together with all right, title and interest of Seller in and to all
        easements in or upon
        such
        land and all other rights and appurtenances belonging or in anywise pertaining
        to such land.

       

      1.11
        “Leases”
        means
        any
        tenant leases, licenses, or other agreements directly affecting
        the occupancy of the Real Property on the Closing Date.

       

      1.12
        “Personal
        Property” means
        all
        fixtures, furniture, carpeting, draperies, appliances,
        building supplies, equipment, machinery, inventory, and other tangible items
        of
personal
        property owned by Seller and affixed, attached to, placed or situated upon
        the
        Real Property
        and used in connection with the ownership of the Real Property, a list of
        which
        is attached
        hereto as Exhibit
        C. 
        Personal
        Property does not include any items of personal property which are either
        (a)
        leased to Seller, or (b) owned by third parties or Tenants.

       

      1.13
        “Property”
        means,
        collectively, the Real Property, and all of Seller’s right, title and
        interest, if any, in the Contracts, the Intangible Property, the Leases,
        the
        Personal Property and
        the
        Security Deposits, as such terms are defined below.

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      
         
1.14
        “Purchase
        Price” means
        One
        Hundred Forty-four Million Seven Hundred Thousand
        Dollars ($144,700,000.00).

       

      1.15
        “Real
        Property” means
        that land and improvements commonly known as “University
        Mall” in Tampa, Florida, and located upon that real property described in
Exhibit
        B.

       

      1.16
        “Security
        Deposits” means
        all
        refundable security deposits of tenants at the Property
        (the “Tenants”),
        if any,
        held by and in the possession of Seller.

       

      1.17
        “Seller
        Address” means: 

       

      
        	 	
                c/o
                  Glimcher Properties Limited Partnership

                150
                  East Gay St.

                Columbus,
                  Ohio 43215

                Attn:
                  Kim A. Rieck

                Senior
                  Vice President

                Facsimile
                  No.: (614) 621-8863 

                Telephone
                  No.: (614) 887-5621

              	
                With copies to:

                 

                c/o
                  Glimcher Properties Limited Partnership

                150
                  East Gay St.

                Columbus,
                  Ohio 43215

                Attn:
                  Neil Van Winkle

                Senior
                  Counsel

                Facsimile
                  No.: (614) 621-8863 

                Telephone
                  No.: (614) 887-5621

              


      

       

      1.18
        “Title
        Company” means
        Flagler Title Company, as agent for First American Title
        Insurance Company, whose address is:

       

      Flagler
        Title Company

      5
        Harvard
        Circle

      Suite
        110

      West
        Palm
        Beach, FL 33409 

      Attention
        Roger C. Gamblin, President

      Facsimile
        No.: (561) 686-5039 

      Telephone
        No.: (561) 798-0400

       

      ARTICLE
        2

       

      CONSIDERATION

       

      2.1
        Purchase
        Price.
        The
        Purchase Price to be paid by Buyer to Seller for the sale and
        conveyance of the Property is specified in Section
        1.14,
        and
        shall be paid to Seller as follows:

       

      2.1.1
        Five Million Dollars ($5,000,000.00) of the Purchase Price shall be paid
        to
Seller
        at
        Closing in the form of an unsecured promissory note in the form of Exhibit
        O (“Note”).
        The
        maker of the Note shall be the owner of one hundred percent (100%) of the
        equity
        interests in
        (i)
        the special purpose entity to which the Property shall be conveyed at Closing,
        or (ii) if

      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      Buyer’s
        first mortgage lender requires that a portion of Buyer’s first mortgage loan be
        recast as a mezzanine loan, then the special purpose entity that is the
        mezzanine borrower; and

       

      2.1.2
        The
        balance of the Purchase Price, after adjustments and credits, shall be paid
        to
        Seller at Closing by wire transfer in immediately available federal funds,
        which
        funds must
        be
        delivered in a manner to permit Title Company to deliver good funds to the
        Seller or its designee on the Closing Date.

       

       2.2
        Deposit.
        On
        or
        prior to the date that is two (2) business days following the Effective
        Date, Buyer shall deposit the Deposit in escrow with the Title Company, by
        wire
transfer.
        The Deposit shall be non-refundable to Buyer except in the event of a default
        by
        Seller.

       

       2.3
        Additional
        Deposit.
        If
        Buyer
        gives the Notice of Intention to Proceed (as defined
        in Section
        3.5
        of this
        Agreement) to Seller, then within one (1) business day after the date
        the
        Notice of Intention to Proceed is given to Seller Buyer shall deposit the
        Additional Deposit
        in escrow with the Title Company, by wire transfer. The Additional Deposit
        shall
thereupon
        be deemed part of the Deposit and shall be non-refundable to Buyer except
        in the
event
        of
        a default by Seller, or the failure of an express condition precedent in
        this
        Agreement to Buyer’s obligation to close on the purchase of the
        Property.

       

      2.4
        Disposition
        of Deposit.
        If
        the
        transaction contemplated hereby is consummated in
        accordance with the terms and provisions hereof, the Deposit shall be paid
        to
        Seller and credited
        against the Purchase Price at Closing. If this Agreement is terminated either
        automatically
        or by either Seller or Buyer as specifically set forth in this Agreement,
        Title
Company
        shall deliver the Deposit to the party hereto entitled to same pursuant to
        the
        applicable terms of this Agreement pertaining to such termination.

       

      ARTICLE
        3

       

      CONDITIONS
        PRECEDENT; INSPECTION AND TITLE

       

      3.1 Buyer’s
        Inspections.

       

      3.1.1
        Inspections,
        Tests and Studies. Seller
        shall permit Buyer and its authorized
        agents and representatives to enter upon the Real Property at all reasonable
        times (and upon prior written notice to Seller) during normal business hours
        to
        inspect and conduct tests and studies
        of the Real Property. Buyer shall not (i) make any intrusive physical testing
        (environmental,
        structural or otherwise) at the Property (such as soil borings, water samples
        and the like) without Seller’s prior written consent, or (ii) conduct tenant
        interviews at the Property, without Seller’s prior written consent, not to be
        unreasonably withheld or delayed. Buyer shall notify Seller, in writing,
        of its
        intention, or the intention of its agents or representatives, to enter the
        Real
        Property at least twenty-four (24) hours prior to such intended entry. At
        Seller’s option, the
        Seller may be present for any inspection, test or study. Buyer shall bear
        the
        cost of all inspections,
        tests and studies.

       

      3.1.2
        Buyer’s
        Delivery of Information to Seller.
        As
        additional consideration for
        the
        transaction contemplated herein, Buyer agrees that if it does not Close on
        the
        purchase of the Property it will, at Buyer’s expense, provide to Seller promptly
        upon Seller’s written request

      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      copies
        of
        any and all reports, tests, studies and test results prepared by third parties
        for Buyer with
        respect to the Property owned by Seller, including, without limitation, those
        involving the structural, geologic, environmental or other condition of or
        relating to the Property (collectively, “Buyer’s
        Information”).
        Seller
        hereby acknowledges that Buyer has not made and does not make
        any
        warranty or representation regarding the truth or accuracy of any Buyer’s
        Information.

       

      3.2
        Document
        Review.

       

      3.2.1
        Documents.
        Buyer
        acknowledges that Seller has, prior to the Effective Date,
        delivered to Buyer the documents and materials regarding the Property set
        forth
        on Exhibit
        D hereto.
        All documents and property records delivered to, made available to, copied
        and/or reviewed by Buyer pursuant to this Section
        3.2
        (including the Leases and Contracts, if any) shall sometimes be referred
        to
        collectively herein as the “Documents”.
        Notwithstanding
        anything in this Agreement to the contrary, Seller shall have no obligation
        to
        make available to Buyer, and Buyer shall have no right to inspect or make
        copies
        of, any of the Excluded Documents. As used herein, “Excluded
        Documents”
        shall
        mean any documents involving Seller’s financing or refinancing of the Property,
        any purchase and escrow agreements and correspondence pertaining to
        Seller’s acquisition of the Property, any documents pertaining to the potential
        acquisition of the
        Property by any past or prospective purchasers, any third party purchase
        inquiries and correspondence,
        appraisals of the Property, internal budgets or financial projections, and
        any
other
        internal documents.

       

      3.2.2
        Confidential
        Information. Buyer
        acknowledges that it will have access to
        and
        the Documents include nonpublic information of Seller and its affiliates,
        including, without
        limitation, lists of existing and potential tenants, leases, agreements and
        understandings with tenants and suppliers, the information supplied by or
        on
        behalf of Seller pursuant to this Article
        3
        and
        business and financial information, as well as information obtained from
        inspections
        of the Property (all such information collectively, “Confidential
        Information”).
        Therefore,
        Buyer agrees to (i) keep confidential all Confidential Information of Seller
        and
        its affiliates, (ii) not disclose any portion of the Confidential Information
        in
        any manner without the prior written consent of Seller, and (iii) use, and
        permit its representatives to use, Confidential Information
        exclusively in connection with the transaction contemplated by this Agreement
        or
the
        operation of the Property after the Closing; provided, however, that if Buyer
        or
        any of its representatives believes it is required by applicable law to disclose
        any Confidential Information, Buyer
        may
        make such disclosure, but will promptly inform Seller and shall limit the
        disclosure to
        that
        which is required by applicable law. For purposes of this Section, Confidential
        Information
        shall not include information that is generally available to the public,
        or was
        known to Buyer prior to the disclosure, or was independently developed by
        Buyer.
        Notwithstanding the foregoing,
        Buyer may disclose Confidential Information to prospective lenders, prospective
        tenants,
        Buyer’s investors or prospective investors, Buyer’s attorneys, accountants and
        other advisers and consultants, and to Buyer’s employees and agents with a need
        to know, provided at the time of making such disclosure to any such third
        party,
        Buyer advises the third party of this confidentiality provision and that
        such
        third party is bound by this confidentiality provision.

       

      3.2.3
        Neither Seller nor Buyer shall make any press release, public statement,
        or
        other announcement regarding this Agreement or the transactions contemplated
        hereby without the prior approval of the other party; provided, however,
        that if
        in its sole judgment Seller

      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      
         
determines
        that a disclosure of the material terms of this Agreement is required by
        applicable securities regulations it shall have the right to make such
        disclosure.

       

      3.2.4
        Return
        of Documents. Buyer
        shall return to GPLP all originals of the Documents received by Buyer, together
        with all of Buyer’s Information not previously delivered to GPLP, if Buyer does
        not Close on the purchase of the Property.

       

      3.2.5
        No
        Representation or Warranty By Seller. Buyer
        acknowledges that many
        of
        the Documents were prepared (a) by third parties other than Seller, and/or
        (b)
        prior to Seller’s
        ownership of the Property. Buyer further acknowledges, confirms, and agrees
        that, except
        as
        expressly set forth in Section
        5.6 of
        this
        Agreement: (i) neither Seller nor any of its partners, agents, employees
        or
        contractors has made any warranty or representation regarding the truth,
        accuracy or completeness of any of the Documents or the source(s) thereof,
        and
        Buyer has not relied on the truth or completeness of the Documents, and (ii)
        Seller has not undertaken any independent investigation as to the truth,
        accuracy or completeness of the Documents and is providing
        the Documents or making the Documents available to Buyer solely as an
accommodation
        to Buyer.

       

       3.3
        Title.
        Buyer
        acknowledges and agrees that it has received from the Title Company:
        (i) a commitment by First American Title Insurance Company to issue an owner’s
policy
        of
        title insurance, last revised April 24, 2007 (the “Commitment”)
        for
        the
        real property, issued through the Title Company; (ii) a photocopy of all
        documents (“Title
        Documents”)describing
        all Schedule B title exceptions shown on the Commitment; and (iii) a pro
        forma
owner’s
        policy of title insurance, issued April 24, 2007, by the Title Company as
        agent
        for First American Title Insurance Company, in the form of Exhibit
        P (the
        “Pro
        Forma”). Buyer
        hereby approves
        the Pro Forma, and waives the right to object to any matters disclosed on
        the
        Pro Forma (“Permitted
        Exceptions”). Seller
        shall satisfy, without cost or expense to Buyer, the following requirements
        set forth in Schedule “B” - Section 1 of the Commitment: requirements 1.a.
(subject
        to the proviso in Section
        4.3.1),
        2,
        through 6, 8., 9., 10., 12., 17. and 18. Buyer shall satisfy,
        without cost or expense to Buyer, the following requirements set forth in
        Schedule “B” - Section
        1
        of the Commitment: requirements 11. and 13. through 15. Buyer and Seller
        agree
        that (i)
        all
        non-delinquent property taxes and assessments (subject to prorations and
        adjustments pursuant to Section 4.5), and (ii) all matters approved by Buyer
        in
        writing, or created by or on behalf of Buyer, including, without limitation,
        any
        documents or instruments to be recorded as part of any financing for the
        acquisition of the Property by Buyer, shall also constitute Permitted
        Exceptions. Seller shall discharge at or prior to Closing any mortgages or
        deeds
        of trust, and discharge or otherwise provide security to the Title Company
        sufficient to remove from Buyer’s Owner’s Policy, as such term is hereinafter
        defined, at Closing any other liens for liquidated amounts (collectively,
        “Non-Discretionary
        Defects”). Notwithstanding
        the preceding at the Closing, Seller shall pay in full (or otherwise discharge)
        all liens (other than liens for taxes and assessments not yet due and payable)
        that are recorded against the Real Property.

       

      3.4
        Inspection
        Obligations.

       

      3.4.1
        Buyer’s
        Responsibilities. In
        conducting any investigations, inspections, tests
        and
        studies of the Property and/or Documents, Buyer and its agents and
        representatives shall:
        (i) comply with all terms of the Leases regarding entry rights and obligations
        of third

      


      
        
          
          

        

        
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parties
        and not disturb the tenants or interfere with their use of the Property pursuant
        to the Leases;
        (ii) not interfere with the operation, use and maintenance of the Property;
        (iii) not damage
        any part of the Property or any personal property owned or held by any tenant
        or
        any third
        party; (iv) not injure or otherwise cause bodily harm to Seller or any of
        its
        partners, agents, contractors and employees, or any tenant or other third
        party;
        (v) maintain commercial general liability (occurrence) insurance in the amount
        of Two Million Dollars ($2,000,000) and on terms otherwise satisfactory to
        Seller covering any accident arising in connection with the presence of
Buyer,
        its agents and representatives on the Real Property and shall deliver a
        certificate of insurance
        verifying such coverage to Seller prior to any entry upon the Real Property;
        (vi)
        promptly pay when due the costs of all tests, investigations, studies and
        examinations done with regard to the Property; (vii) not permit any liens
        to
        attach to the Property by reason of the exercise
        of its rights hereunder; and (viii) fully restore the Real Property and Personal
        Property to
        the
        condition in which the same was found before any such inspections, tests
        or
        studies were undertaken.

       

      3.4.2
        Buyer’s
        Indemnity. Buyer
        shall indemnify, defend, protect and hold Seller
        and its agents, employees and contractors harmless from and against any and
        all
        liens, claims, losses, liabilities, damages, costs, expenses, causes of action
        and expenses (including reasonable
        attorneys’ fees and court costs) arising out of (i) Buyer’s inspections, tests
        and/or studies
        of the Property and Documents, and/or (ii) any violation by Buyer of the
        provisions of this
        Article
        3;
        provided, however, that Buyer shall have no obligation to indemnify Seller
        with
        respect to matters discovered, but not caused by Buyer. Notwithstanding any
        provision to the contrary
        contained in this Agreement, Buyer’s obligations and indemnity set forth in
Sections
        3.2,
        3.4
        and
4.9
        shall
        survive the Closing or earlier termination of this Agreement and shall not
        be
        merged
        with the Deed (as defined below) or any other Closing documents.

       

       3.5
        Additional
        Deposit and Notice of Intention to Proceed.
        On
        or
        before May 18, 2007,
        Buyer shall deliver to Seller Buyer’s Notice of intention to proceed with the
        closing on the purchase of the Property ("Notice
        of Intention to Proceed”) and,
        within one (1) business day after such delivery, deposit the Additional Deposit
        in escrow with the Title Company, by wire transfer.
        If Buyer does not give the Notice of Intention to Proceed on or before May
        18,
        2007 and
        pay
        the Additional Deposit to the Title Company within one (1) business day after
        such delivery, this Agreement shall automatically terminate, the Deposit
        shall
        be paid to Seller and thereafter the parties shall have no further liabilities
        under this Agreement except pursuant to the obligations and indemnity set
        forth
        in Sections 3.2,
        3.4
        and
4.9.

       

      3.6
        Estoppel
        Certificates.

       

      3.6.1
        On
        or before May 24, 2007, Seller shall forward an estoppel certificate to
all
        Property tenants, substantially in the form of Exhibit
        E attached
        to this Agreement (or the agreed
        form of estoppel that is attached to a Property tenant’s lease) containing
        information that is
        consistent with the information set forth in the applicable tenant lease
        and the
        Rent Roll (as defined
        in Section
        5.6.6
        below),
        and thereafter use reasonable efforts to obtain, prior to the Closing
        Date, executed tenant estoppel certificates from all of the then-current
        Property tenants. Notwithstanding
        anything to the contrary contained in this Agreement, in no event shall Seller
        be in
        default hereunder for its failure to obtain all or any of the tenant estoppel
        certificates, provided,
        however, that it shall be a condition precedent to Buyer’s obligation to
        purchase the

      


      
        
          
          

        

        
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Property
        (which may be waived by Buyer) that at least three (3) business days prior
        to
        the Closing
        Date, Seller shall have delivered to Buyer an executed tenant estoppel
        certificate, not disclosing any material variance with the information forth
        in
        the applicable tenant lease and the Rent
        Roll, and not alleging any material, uncured default of Seller under such
        lease
        (an “Acceptable
        Tenant Estoppel”) for
        (a)
        tenants occupying not less than seventy-five (75%) of the
        inline leased square footage of the Property; and (b) one hundred percent
        (100%)
        of the Major
        Anchor Tenants (defined as any tenant leasing 25,000 square feet or more
        of
        floor space on
        the
        Property) (the “Required
        Tenant Estoppels”). Notwithstanding
        anything herein to the contrary, if that Seller has been unable to obtain
        (and
        deliver to Buyer) the Required Tenant Estoppels at least three (3) business
        days
        prior to the Closing Date, and Buyer is not willing to waive the Required
        Tenant
        Estoppel condition, then either party shall have the right to delay the
Closing
        Date by up to thirty (30) days in order for Seller to continue to attempt
        to
        obtain the missing
        Required Tenant Estoppels.

       

      3.6.2
        On
        or before May 24, 2007, Seller shall forward to each owner of stores adjoining
        the Improvements (a “Major
        Occupant”) an
        estoppel certificate with respect to any reciprocal
        easement agreement entered into by such Major Occupant in a form reasonably
        acceptable
        to Buyer, containing information that is consistent with the reciprocal easement
        agreement, and thereafter use reasonable efforts to obtain, prior to the
        Closing
        Date, executed estoppel certificates (the “REA
        Estoppel Certificates”) from
        all
        of the then-current Major Occupants. Notwithstanding anything to the contrary
        contained in this Agreement, in no event shall Seller be in default hereunder
        for its failure to obtain all or any of the Estoppel Certificates, provided,
        however, that it shall be a condition precedent to Buyer’s obligation to
        purchase the Property (which may be waived by Buyer) that prior to the Closing
        Date, Seller deliver to Buyer an
        executed REA Estoppel Certificate from one hundred percent (100%) of the
        Major
Occupants,
        not disclosing any material variance with the information forth in the
        reciprocal easement
        agreement and not alleging any material, uncured default of Seller under
        such
reciprocal
        easement agreement (the “Required
        REA Estoppels”). Notwithstanding
        anything herein
        to
        the contrary, if Seller has been unable to obtain (and deliver to Buyer)
        all
        Required REA
        Estoppels at least three (3) business days prior to the Closing Date, and
        Buyer
        is not willing to
        waive
        the Required REA Estoppels condition, then either party shall have the right
        to
        delay the
        Closing Date by up to thirty (30) days in order for Seller to continue to
        attempt to obtain the missing Required REA Estoppels.

       

      3.6.3
        Seller agrees to reasonably cooperate with Buyer to obtain from tenants
any
        subordination, non-disturbance and attornment agreements (“SNDAs”)
        that
        Buyer’s lender requests; provided, however, that in no event shall Seller be in
        default hereunder for its failure to obtain
        all or any SNDA and it shall not be a condition precedent to Buyer’s obligation
        to purchase
        the Property that Seller or Buyer obtain any such SNDA.

       

      ARTICLE
        4

       

      ESCROW
        AND CLOSING

       

      4.1
        Opening.
        An
        escrow
        (the “Escrow”) shall
        be
        opened with Title Company by delivering
        a fully executed copy of this Agreement to Title Company at the Title Company’s
        address specified in Section 1.18. Buyer and Seller also agree to execute
        (a)
        any additional or

      


      
        
          
          

        

        
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supplementary
        instructions as may be necessary to close the transaction contemplated hereby,
        and
        (b)
        Title Company’s standard or pre-printed escrow instructions, but only to the
        extent all of the
        same
        are consistent with this Agreement; provided however, any such additional,
        supplementary
        and/or pre-printed or standard instructions shall not supersede or conflict
        with
        this Agreement,
        and any such conflict shall be governed by the terms of this
        Agreement.

       

       4.2
        Closing
        Date.
        The
        Closing shall occur through Escrow on the Closing Date. At buyer’s
        election, Buyer may postpone the Closing Date from June 14, 2007 to June
        28,
        2007 by causing
        the following to occur on or before June 13, 2007: (i) delivery to Seller
        of
        Buyer’s Notice
        of
        its election to postpone Closing; and (ii) payment into escrow with the Title
        Company, by wire transfer, of the sum of One Million Dollars ($1,000,000.00)(the
        “Second
        Additional Deposit”). Upon
        receipt by the Title Company, the Second Additional Deposit shall be deemed
        included in the Deposit for all purposes under this Agreement.

       

      4.3
        Seller’s
        Deliveries.
        Prior
        to
        the Closing Date, Seller shall deliver to Title Company
        the following:

       

      4.3.1
        Deed in the form attached hereto as Exhibit
        F (the
        “Deed”),
        executed
        and acknowledged by Seller, conveying title to the Real Property owned by
        Seller
        to Buyer, subject only to the Permitted Exceptions; provided, however, if
        Buyer
        and Seller shall in their sole discretion agree to do so, they shall cooperate
        in the transfer of ownership of the Property as follows:
        a new special purpose limited liability company (“New
        LLC”) shall
        be
        formed by Seller into
        which title to the Property shall be conveyed at Closing, and all of the
        interests in such New LLC shall be transferred to Buyer at Closing;

       

      4.3.2
        Two
        (2) counterpart originals of a bill of sale and general assignment in
the
        form
        attached hereto as Exhibit
        G (the
        “Bill
        of Sale”), executed
        by Seller as to the Personal Property;

       

      4.3.3
        Certification required by the Foreign Investors Real Property Tax Act, as
        amended, and any similar state statute or regulation (the “Non-Foreign
        Certificate”),
        executed
        by Seller;

       

      4.3.4
        A
        certified rent roll;

       

      4.3.5
        Two
        originals of that certain Guaranty of Theatre Lease Obligations in the form
        attached hereto as Exhibit
        H;

       

      4.3.6
        Two
        originals of that certain Guaranty of Contract Obligations executed by
        Glimcher Properties Limited Partnership (“GPLP”)
        in
        the
        form attached hereto as Exhibit
        N;

       

      4.3.7
        Seller’s reaffirmation of its representations and warranties under Section
        5.6
        of this Agreement; provided, however, that the Rent Roll at Closing may contain
        changes due to
        matters approved by Buyer, deemed approved by Buyer, or for which Buyer’s
        approval was not
        necessary; and

       

      4.3.8
        Such other documents as may be reasonably required by Title Company in order
        to
        close the transaction contemplated by this Agreement.

      


      
        
          
          

        

        
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4.3.9
        Copies of letters terminating all Contracts, other than those Seller is not
        required to terminate as provided in Section
        1.5
        above.

       

      4.3.10
        It
        shall be a condition precedent to Buyer’s obligation to close that the
Title
        Company has committed to issue in favor of Buyer an extended coverage owner’s
        title insurance policy (form 10/17/92) upon Closing, in the form of the Pro
        Forma (the “Owner’s
        Policy”).
        Buyer
        shall obtain at its expense any survey update required by the Title Company
        to
        delete the so-called “survey exception”.

       

      4.4
        Buyer’s
        Deliveries.
        Prior
        to
        the Closing Date, Buyer shall deliver to Title Company
        the following:

       

      4.4.1
        The
        Purchase Price, plus all net prorations, closing costs and other funds required
        to be paid or provided by Buyer under this Agreement (all monies Buyer is
        required to deliver
        shall be wired to the account designated by Title Company and available for
        disbursement
        no later than 12 noon EST, on the Closing Date);

       

      4.4.2
        Two
        (2) counterpart originals of the Bill of Sale, executed by Buyer;
        and

       

      4.4.3
        Such other documents as may be reasonably required by Title Company or Title
        Company in order to close the transaction contemplated by this
        Agreement.

       

       4.5
        Prorations.
        The
        following items shall be prorated with respect to the Property between
        Seller and Buyer at the Closing by increasing or decreasing, as the case
        may be,
        the funds
        to
        be delivered by Buyer at the Closing, with all items pertaining to the month
        of
        Closing to
        be
        prorated based on the actual number of days in the month in which the Closing
        occurs:

       

      4.5.1
        Real property taxes, assessments and personal property taxes (“Taxes”) with
        respect to the Property shall be prorated based upon the latest available
        tax
        information such that
        Seller shall be responsible for all such Taxes levied against the Property
        to
        and including the day prior to the Closing, and Buyer shall be responsible
        for
        all such Taxes levied against the Property
        for the date of Closing and all periods thereafter. Any Taxes arising out
        of the
        sale of the
        Real
        Property to Buyer or its assignee or a subsequent sale or change in ownership
        thereafter, and/or
        arising out of any construction pertaining to the applicable portion of the
        Real
        Property following the Closing, shall be paid by Buyer when
        assessed.

       

      4.5.2
        Subject to Section
        4.5.3
        below,
        all costs and expenses with respect to the operation and maintenance of the
        Property, including, without limitation, under any Contracts, utilities not
        billing directly to the Tenants under the Leases, and all assessments, dues
        or
        other charges
        due under any covenants, conditions and restrictions against the Property,
        shall
        be prorated
        such that Seller shall be responsible for all such costs and expenses to
        and
        including the day
        prior
        to the Closing and Buyer shall be responsible for all such costs and expenses
        for the date
        of
        Closing and all periods thereafter. Seller agrees to deliver detailed
        information concerning
        all such expenses to Buyer as reasonably requested by Buyer. Buyer shall
        take
        all steps
        necessary to effectuate the transfer of all utilities to its name as of the
        date
        of Closing, and where
        necessary, post deposits with the utility companies. Buyer and Seller shall
        cooperate to have
        all
        utility meters read by the appropriate utility companies as of the date of
        Closing. Seller

      


      
        
          
          

        

        
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shall
        be
        entitled to recover any and all deposits held by any utility companies as
        of the
        date of Closing.

       

      4.5.3
        All
        rents, reimbursements, income, revenue and other charges pertaining to
        Leases
        or otherwise with respect to the Property (collectively, “Revenues”) actually
        collected by Seller on or prior to the Closing shall be prorated such that
        such
        Seller shall be entitled to all such
        Revenues accruing up to and including the day prior to the Closing, and Buyer
        shall be entitled
        to all Revenues for the date of Closing and all periods thereafter. However,
        there shall be
        no
        adjustment of the amount of funds to be delivered by Buyer at the Closing
        for
        Revenues from the Property which are attributable to the periods prior to
        and
        including the day prior to the Closing but which have not actually been
        collected by Seller as of the date of Closing (the “Delinquent
        Revenues”),
        although
        Seller shall be entitled to receive all such Delinquent Revenues
        as provided hereinbelow. All Revenues which are collected by Buyer or Seller
        on
        or after the Closing shall be allocated as follows: first, to any past due
        amounts owing to Buyer for the periods following the Closing Date, second,
        to
        the month in which the Closing occurs, and third, to any Delinquent Revenues
        not
        theretofore received by Seller for the periods prior to the Closing Date.
        Buyer
        agrees to use reasonable efforts to collect on behalf of Seller all Delinquent
        Revenues,
        but shall not be obligated to file or pursue litigation, declare any lease
        default, or expend
        any out-of-pocket funds to do so. Any Delinquent Revenues (including any
        Revenues allocated to Delinquent Revenues, as provided hereinabove) collected
        by
        Buyer after the Closing Date, less any out-of-pocket funds reasonably expended
        by Buyer to collect the same, shall be promptly
        paid by Buyer to Seller. Notwithstanding any provision of this Agreement
        to the
contrary,
        if reasonable attempts of Buyer to do so on Seller’s behalf fail, Seller shall
        be entitled to
        attempt to collect all Revenues which either (a) became due prior to the
        Closing, or (b) related to periods prior to the Closing but were not due
        and
        payable until after the Closing, from the Tenants,
        guarantors or other third parties responsible for the payment of such Revenues,
        provided,
        however, after the Closing Seller shall not be entitled to pursue eviction
        proceedings or other
        actions to dispossess any Tenant in connection with any such collection efforts.
        Notwithstanding
        anything set forth herein to the contrary, all percentage rent or overage
        rent
        (“Percentage
        Rent”) under
        the
        Leases shall be prorated between Buyer and Seller on a Lease by Lease
        basis, with Seller entitled proportionately to Percentage Rent paid or payable
        or attributable
        under each Lease for any lease year or part thereof occurring prior to the
        Closing Date
        (“Seller’s
        Percentage Rent Period”).
        Buyer
        shall be entitled proportionately to Percentage
        Rent paid or payable or attributable under each Lease with respect to any
        lease
        year or
        part
        thereof occurring from and after the Closing Date (“Buyer’s
        Percentage Rent Period”).
        The
        foregoing proration shall be made as follows on a Lease by Lease
        basis:

       

      (a) subject
        to the balance of this Subsection
        4.5.3,
        Seller
        shall retain all
        Percentage Rent payments received by it on and prior to the Closing Date
        that
        relate to Seller’s
        Percentage Rent Period and Buyer shall retain all Percentage Rent payments
        received by it after the Closing Date that relate to Buyer’s Percentage Rent
        Period;

       

      (b) Seller
        shall deliver to Buyer a statement of all Percentage Rent collected by Seller
        with respect to any lease year in which the Closing Date occurs (if any)
        on a
        Lease by Lease basis along with a copy of the Percentage Rent invoices and
        sales
        reports which support such collections; and

      


      
        
          
          

        

        
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(c)
        for
        each Lease, not later than sixty (60) days after the date the last Percentage
        Rent payment with respect to the lease year in which the Closing Date occurs
        is
        due, Buyer shall deliver to Seller a statement of all Percentage Rent owed
        or
        collected by Buyer with respect to such Lease along with a copy of the annual
        reconciliation of Percentage Rent owed under the Lease and the related sales
        information backup, and Seller and Buyer shall perform a final reconciliation
        of
        the Percentage Rent, so that Seller shall have received all Percentage Rent
        paid
        or
        payable or attributable under each Lease to Seller’s Percentage Rent Period and
        Buyer shall
        have received all Percentage Rent paid or payable or attributable under each
        Lease for Buyer’s
        Percentage Rent Period.

       

      After
        Closing, Seller shall promptly remit to Buyer any Percentage Rent received
        by
        Seller attributable to Buyer’s Percentage Rent Period and Buyer shall promptly
        remit to Seller any Percentage Rent received by Buyer attributable to Seller’s
        Percentage Rent Period; this provision shall survive the Closing.

       

      4.5.4
        Seller shall retain the Security Deposits, if any, and the amount thereof
        shall
        be
        credited to the Purchase Price.

       

      4.5.5
        Within three (3) months following the Closing (or such earlier date after
        the
        Closing when such figures are available), Seller and Buyer shall re-prorate
        real
        and personal property
        taxes and other items of income and expenses based upon actual bills or invoices
        received
        after the Closing (if original prorations were based upon estimates) and
        any
        other items necessary to effectuate the intent of the parties that all income
        and expense items be prorated as provided above in this Section
        4.5.
        Any
        re-prorated items shall be promptly paid to the party entitled
        thereto.

       

      4.5.6
        Within five (5) months following the end of the year in which Closing
occurs,
        Seller shall prepare 2007 year-end reconciliation statements for all tenants
        of
        the Property,
        which reconciliation statements shall be delivered to Buyer and which Buyer
        shall deliver
        to the tenants and Seller and Buyer shall again re-prorate all items of income
        and expenses
        for the year of Closing based upon the actual amount of such expenses and
        payments from
        tenants of their estimated shares thereof, and any other items necessary to
        effectuate the intent
        of
        the parties that all income and expense items be prorated as provided above
        in
        this Section
        4.5.
        Any
        re-prorated items shall be promptly paid to the party entitled thereto. Seller
        shall
        prepare and deliver to Buyer 2006 year-end reconciliation statements for
        all
        tenants, which Buyer
        shall deliver to the applicable tenants. Seller also shall cooperate with
        Buyer
        after the Closing
        in connection with Buyer’s preparation of 2007 year-end reconciliation
        statements for all tenants,
        which Buyer shall deliver to the applicable tenants.

       

      4.5.7
        Any
        and all payments made by tenants pursuant to their Leases to any promotional
        or marketing fund shall not be prorated, but shall instead become the sole
        and
exclusive
        property of Buyer upon closing.

       

      4.5.8
        Any
        adjustments pursuant to Section 5.6.12;

       

      4.5.9
        Seller is a party to an Advertising Agreement dated August 10, 2005,
between
        Seller and Coca-Cola Enterprises, Inc., dba Florida Coca-Cola Bottling
        Company

      


      
        
          
          

        

        
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(“Coca-Cola
        Agreement”),
        which
        provides, among other things, for the payment to Seller of certain
        fees, and for the construction by Seller of a Play Area (all as more
        particularly described in
        the
        Coca-Cola Agreement). At Closing Seller shall assign to Buyer, and Buyer
        shall
        assume from Seller, all of the rights and obligations of Seller under the
        Coca-Cola Agreement, and Seller shall credit to Buyer at Closing all amounts
        paid to Seller under the Coca-Cola Agreement as of the Closing
        Date.

       

      4.5.10
        The provisions of this Section 4.5 shall survive Closing.

       

      4.6
        Actions
        of Title Company.
        On
        the
        Closing, Title Company shall promptly undertake
        all of the following in the manner hereinbelow indicated:

       

      4.6.1
        Disbursement
        of Funds.
        Title
        Company shall disburse all funds deposited
        with Title Company by Buyer as follows (and in the following
        order):

       

      (a) Pay
        all
        closing costs which are to be paid through Escrow (including,
        without limitation, recording fees, brokerage commissions, Title Policy charges
        and escrow fees).

       

      (b) After
        deducting therefrom all of the items covered by Section
        4.6.1(a)
        above
        which are chargeable to the account of Seller (as provided in Section
        4.8
        below),
and
        either deducting therefrom or adding thereto (as appropriate) the net amount
        of
        the prorations
        pursuant to Section
        4.5
        above,
        disburse the Purchase Price to Seller in accordance with
        separate wiring instructions to be delivered to Title Company by
        Seller

       

      (c) Disburse
        any remaining funds to Buyer in accordance with separate
        wiring instructions to be delivered to Title Company by Buyer.

       

      4.6.2
        Recordation.
        Cause
        the
        Deed and any other documents which the parties hereto
        may mutually direct to be recorded in the Official Records of the county
        where
        the Property
        is located, and obtain conformed copies thereof for distribution to Buyer
        and
        Seller.

       

      4.6.3
        Deliveries
        by Title Company. Title
        Company shall:

       

      (a) Combine
        each of the two (2) original counterparts of the Bill of Sale
        into
        two (2) separate fully executed originals, and deliver one (1) fully executed
        original of the Bill of Sale each to Seller and to Buyer; and

       

      (b) Deliver
        the Non-Foreign Certificate to Buyer.

       

      (c) Deliver
        to Buyer Seller’s certified rent roll; and

       

      (d) Deliver
        to Buyer Seller’s reaffirmation of its representations and warranties under
Section
        5.6
        of this
        Agreement.

       

       4.7
        Seller’s
        Deliveries to Buyer.
        Upon
        confirmation of the Closing, Seller shall deliver
        to Buyer possession of the Real Property and Personal Property, subject only
        to
        the Permitted Exceptions.

      


      
        
          
          

        

        
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 4.8
        Closing
        Costs.
        Any
        escrow fee charged by Title Company shall be paid one-half (1/2)
        by
        Seller and one-half (1/2) by Buyer. Buyer shall pay the cost of any survey
        obtained by Buyer,
        and any costs of any inspections, studies or tests Buyer authorizes or conducts.
        Each party
        shall be responsible for the payment of its own attorneys’ fees incurred in
        connection with the
        transaction which is the subject of this Agreement. Seller shall pay
        seventy-five percent (75%),
        and Buyer shall pay twenty-five percent (25%), of all transfer taxes assessed
        on
        the recording of the Deed (“Transfer
        Taxes”).
        Seller
        shall pay the premium for a standard coverage portion
        of the Owner’s Policy, and any endorsements requested by Seller pursuant to
        Section 3.3, and
        Buyer
        shall pay for the extended coverage portion of the Owner’s Policy, and for any
        endorsements to such policy requested by Buyer. Seller agrees to indemnify
        Buyer
        against any liability for Transfer Taxes in excess of the twenty-five percent
        (25%) thereof that is Buyer’s obligation pursuant to this Section 4.8, in the
        form attached hereto as Exhibit
        N.

       

      4.9
        Real
        Estate Commission.
        At
        Closing (but only in the event of a Closing in strict accordance
        with this Agreement), Seller agrees to pay a real estate commission to Eastdil
        Secured
        (“Eastdil”) in
        accordance with a separate agreement between Seller and Eastdil. Except
as
        set
        forth in this Section
        4.9,
        each
        party hereto hereby represents and warrants to the other party
        that no real estate brokerage commission is payable to any person or entity
        in
        connection with the transaction contemplated herein based upon any dealings
        or
        actions by the party making such
        representation. Each party further agrees to and shall indemnify, protect,
        defend and hold the
        other
        party harmless from and against the payment of any commission to any person
        or
        entity claiming by, through or under the indemnifying party. This
        indemnification shall extend to any and
        all
        claims, liabilities, costs, losses, damages, causes of action and expenses
        (including reasonable
        attorneys’ fees and court costs) arising as a result of such claims and shall
        survive the Closing.

       

      4.10
        Theatre
        Lease Guaranty.
        A
        portion
        of the Property is encumbered by that certain
        Lease Agreement dated February 1, 1995, as amended (“Theatre
        Lease”),
        between
        Seller
        and Ohio Entertainment Corporation, an affiliate of Seller. Seller agrees
        to
        provide at Closing,
        in the form attached hereto as Exhibit
        H,
        a
        guaranty by Glimcher Properties Limited Partnership of the monetary obligations
        of Ohio Entertainment Corporation under the Theatre Lease for the duration
        of
        the current term thereof.

       

      4.11
        Management
        Agreement.
        At
        Closing Seller and Buyer shall enter into an agreement
        for the management of the Property by Seller, in the form attached hereto
        as
Exhibit
        I (“Management
        Agreement”).

       

      ARTICLE
        5

       

      AS-IS
        TRANSACTION; NO REPRESENTATIONS AND/OR WARRANTIES

       

       5.1
        Seller
        Disclaimer.
        Except
        as
        specifically set forth in Section
        5.6
        hereinbelow, it is
        understood and agreed that neither Seller nor any of its members, partners,
        agents, employees or contractors has made and is not now making, and Buyer
        has
        not relied upon and will not rely upon
        (directly or indirectly), any warranties, representations or guaranties of
        any
        kind or character,
        express or implied, oral or written, past, present or future, with respect
        to
        the Property, including, but not limited to, warranties, representations
        or
        guaranties as to (i) matters of title,

      


      
        
          
          

        

        
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      (ii)
        environmental matters relating to the Property or any portion thereof, (iii)
        geological conditions, including, without limitation, subsidence, subsurface
        conditions, water table, underground water reservoirs, limitations regarding
        the
        withdrawal of water and earthquake faults and the resulting damage of past
        and/or future earthquakes, (iv) whether, and to the extent to which, the
        Property or any portion thereof is affected by any stream (surface or
        underground), body of water, flood prone area, flood plain, floodway or special
        flood hazard, (v) drainage, (vi) soil conditions, including the existence
        of
        instability, past soil repairs, soil additions or conditions of soil fill,
        or
        susceptibility to landslides, or the sufficiency of any undershoring,
        (vii) zoning to which the Property or any portion thereof may be subject,
        (viii) the availability of any utilities to the Property or any portion thereof
        including, without limitation, water, sewage, gas and electric, (ix) usages
        of
        adjoining property, (x) access to the Property or any portion thereof, (xi)
        the
        value, compliance with the plans and specifications, size, location, age,
        use,
        design, quality, descriptions, suitability, structural integrity, operation,
        title to, or physical or financial condition of the Property or any portion
        thereof, (xii) any income, expenses, charges, liens, encumbrances, rights
        or
        claims on or affecting or pertaining to the Property or any part thereof,
        (xiii)
        the presence of hazardous substances in or on, under or in the vicinity of
        the
        Property, (xiv) the condition or use of the Property or compliance of the
        Property with any or all past, present or future federal, state or local
        ordinances, rules, regulations or laws, building, fire or zoning ordinances,
        codes or other similar laws, (xv) the existence or non-existence of underground
        storage tanks, (xvi) any other matter affecting the stability or integrity
        of
        the Property, (xvii) the potential for further development of the Property,
        (xviii) the existence of vested land use, zoning or building entitlements
        affecting the Property, (xix) the merchantability of the Property or fitness
        of
        the Property for any particular purpose (Buyer affirming that Buyer has not
        relied on the skill or judgment of Seller or GPLP or any of their respective
        agents, employees or contractors to select or furnish the Property for any
        particular purpose, and that Seller makes no warranty that the Property is
        fit
        for any particular purpose) or (xx) tax consequences (including, but not
        limited
        to, the amount, use or provisions relating to any tax credits). Buyer further
        acknowledges that, except as expressly set forth in Section 5.6 of this
        Agreement, any information of any type which Buyer has received or may receive
        from Seller or any of Seller’s agents, employees or contractors including,
        without limitation, any environmental reports and surveys, is furnished on
        the
        express condition that Buyer shall not rely thereon, but shall make an
        independent verification of the accuracy of such information, all such
        information being furnished without any representation or warranty
        whatsoever.

       

      5.2
        Buyer
        Acknowledgments.
        Buyer
        represents that it is a knowledgeable, experienced
        and sophisticated Buyer of real estate and that it has relied and shall rely
        solely on (i)
        its
        own expertise and that of Buyer’s consultants in purchasing the Property, and
        (ii) Buyer’s own
        knowledge of the Property based on its investigations and inspections of
        the
        Property. Buyer
        has
        conducted, or by the Closing will conduct, such inspections and investigations
        of the Property
        as Buyer deemed or shall deem necessary, including, but not limited to, the
        physical and
        environmental conditions thereof, and shall rely upon the same. Upon Closing,
        subject to Seller’s representations and warranties under Section
        5.6
        of this
        Agreement, Buyer shall assume the risk that adverse matters, including, but
        not
        limited to, adverse physical and environmental conditions, may not have been
        revealed by Buyer’s inspections and investigations. Buyer acknowledges
        and agrees that upon Closing, Seller shall sell and convey to Buyer and Buyer
        shall
        accept the Property “as is, where is,” with all faults and defects (latent and
        apparent). Buyer
        further acknowledges and agrees that there are no oral agreements, warranties
        or

      


      
        
          
          

        

        
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representations,
        collateral to or affecting the Property by Seller, any agent, employee or
        contractor
        of Seller, or any third party, except as expressly set forth in Section
        5.6
        of this
Agreement.
        The terms and conditions of Section
        5.1
        and this
Section
        5.2
        shall
        expressly survive the Closing, not merge with the provisions of any Closing
        Documents and shall be incorporated into the Deed. Except as expressly set
        forth
        in Section
        5.6
        of this
        Agreement, Seller is not liable or
        bound
        in any manner by any oral or written statements, representations, or information
        pertaining
        to the Property furnished by Seller, any real estate broker, contractor,
        agent,
employee,
        servant or other person. Buyer acknowledges that the Purchase Price reflects
        the
“as is”
        nature of this sale and any faults, liabilities, defects or other adverse
        matters that may be associated
        with the Property. Buyer has fully reviewed the disclaimers and waivers set
        forth in this
        Agreement with its counsel and understands the significance and effect
        thereof.

       

       5.3
        Buyer
        Represented by Counsel.
        Buyer
        hereby confirms to Seller that (i) Buyer is
        not in
        a disparate bargaining position in relation to Seller, (ii) Buyer is represented
        by legal counsel in connection with the transaction contemplated by this
        Agreement, and (iii) Buyer is purchasing the Property for business, commercial,
        investment or other similar purpose.

       

      5.4
        Buyer’s
        Release of Seller.

       

      5.4.1
        Seller
        Released From Liability. Buyer
        and
        anyone claiming by, through or
        under
        Buyer, hereby waives its right to recover from and fully and irrevocably
        releases Seller and
        its
        employees, officers, directors, representatives, agents, servants, attorneys,
        affiliates, parent,
        subsidiaries, successors and assigns, and all persons, firms, corporations
        and
organizations
        in its behalf (“Released
        Parties”) from
        any
        and all claims, responsibility and/or liability
        that it may now have or hereafter acquire against any of the Released Parties
        for any costs,
        loss, liability, damage, expenses, demand, action or cause of action arising
        from or related to
        (i)
        the condition (including any construction defects, errors, omissions or other
        conditions, latent
        or
        otherwise, and the presence in the soil, air, structures and surface and
        subsurface waters of materials or substances that have been or may in the
        future
        be determined to be hazardous substances or otherwise toxic, hazardous,
        undesirable or subject to regulation and that may need to
        be
        specially treated, handled and/or removed from the Property under current
        or
        future federal, state
        and
        local laws regulations or guidelines), valuation, salability or utility of
        the
        Property, or its
        suitability for any purpose whatsoever, and (ii) any information furnished
        by
        the Released Parties under or in connection with this Agreement; provided,
        however, that the foregoing shall not
        release Seller from liability to Buyer arising from a breach by Seller of
        any
        representations or warranties
        of Seller pursuant to Section
        5.6
        of this
        Agreement. Except as set forth in the preceding
        sentence, this release includes claims or which Buyer is presently unaware
        or
        which Buyer does not presently suspect to exist which, if known by Buyer,
        would
        materially affect Buyer’s
        release to Seller. In this connection and to the extent permitted by law,
        but
        except liability
        to Buyer arising from a breach by Seller of any of the representations or
        warranties of Seller pursuant to Section
        5.6
        of this
        Agreement, Buyer hereby agrees, represents and warrants that Buyer realizes
        and
        acknowledges that factual matters now unknown to it may have given or
may
        hereafter give rise to causes of action, claims, demands, debts, controversies,
        damages, costs,
        losses and expenses which are presently unknown, unanticipated and unsuspected,
        and Buyer
        further agrees, represents and warrants that the waivers and releases herein
        have been negotiated
        and agreed upon in light of that realization and that Buyer nevertheless
        hereby
releases,
        discharges and acquits Seller from any such unknown causes of action,
        claims,

      


      
        
          
          

        

        
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demands,
        debts, controversies, damages, costs, losses and expenses. Seller has given
        Buyer material
        concessions regarding this transaction in exchange for Buyer agreeing to
        the
        provisions of this Section
        5.4.

      


      5.5 Interim
        Covenants of Seller.

       

      5.5.1
        From the Effective Date through the Closing Date, Seller shall maintain
the
        Property in the same manner as it has maintained the Property prior to the
        effective date pursuant
        to the normal course of business, subject to reasonable wear and tear and
        further subject to
        destruction by casualty or other events beyond the control of
        Seller.

       

      5.5.2
        From and after the Effective Date, until May 4, 2007, Seller shall not
modify
        any existing instrument nor enter into a new contract, lease or other material
        agreement affecting all or any portion of the Property, or the use of it,
        that
        is not terminable on thirty (30) days notice, without the prior written consent
        of Buyer, which consent will not be unreasonably withheld or delayed. Buyer’s
        failure to object to any proposed new lease or lease modification within
        five
        (5) business days after receipt of Seller’s request for consent shall be deemed
        an approval
        by Buyer thereof, provided Seller’s request for consent clearly states in all
        capital letters
        in a prominent place the date by which the Lease will be deemed approved
        if
        Buyer does not object. From and after May 4, 2007, Seller shall not enter
        into
        or extend, renew, modify or replace any Leases or other agreements relating
        to
        the Property that are not terminable on thirty (30) days notice without the
        prior written consent of Buyer, which consent may be withheld in Buyer’s
        sole discretion. Any and all tenant improvement costs and brokerage commissions
        payable
        with respect to any new leases and/or amendments, modifications or renewals
        of
        existing Leases which are executed after the Effective Date and approved
        (or
        deemed approved) by Buyer hereunder
        shall be paid by Buyer. Seller shall provide Buyer with copies of all such
        new
        Leases and
        all
        extensions, renewals, modifications and replacements of existing Leases
        following execution
        thereof.

       

       5.6
        Seller’s
        Representations.
        Seller
        makes the following representations and warranties
        with respect to itself and the Property owned by it. For all purposes of
        this
Section
        5.6,
        Buyer hereby acknowledges and agrees that the terms “to
        Seller’s knowledge” shall
        mean only the then-current knowledge of the Senior Vice President of Leasing
        (Thomas J. Drought), and Controller (Lisa Indest) of GPLP, and the Regional
        Manager of the Property (Jed Reichard), and
        the
        General Manager of the Property (Tom Locke), without any duty to investigate
        and
without
        any actual or implied liability to such individuals (and Seller hereby confirms
        that such individuals
        are the representatives of Seller that have the most knowledge of the truth
        and
accuracy
        of the representations and warranties set forth hereinbelow):

       

      5.6.1
        To
        Seller’s knowledge, Seller has not received written notice that the current
        use and operation of the Property is not in compliance with applicable building
        codes, local, state and federal laws and regulations.

       

      5.6.2
        To
        Seller’s knowledge, Exhibit
        A identifies
        all of the Contracts affecting the
        Property (other than the Leases), and all Contracts delivered or made available
        to Buyer pursuant to the provisions of this Agreement are true and correct
        copies, except as noted on

      


      
        
          
          

        

        
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Exhibit
        A,
        and are
        in full force and effect, without default by (or written notice of default
        to)
        any party.

       

      5.6.3
        Seller has not received written notice of any condemnation, environmental,
        zoning or other land use regulation proceedings, either instituted or, to
        Seller’s knowledge, planned to be instituted, which would materially and
        adversely affect the use and operation of the Property as currently being
        operated by Seller.

       

      5.6.4
        There is no litigation or other legal proceeding pending or, to Seller’s
knowledge,
        threatened against Seller or involving the Property, other than as listed
        on the
attached
        Exhibit
        J,
        and that
        all claims identified on Exhibit
        J as
        “fall/slip” are covered by Seller’s
        existing insurance policies.

       

      5.6.5
        This Agreement and all documents executed by Seller which are to be delivered
        to Buyer at the Closing are or at the time of Closing will be duly authorized,
        executed, and delivered by each person comprising Seller, are or at the time
        of
        Closing will be legal, valid, and binding obligations of Seller, and do not
        and
        at the time of Closing will not violate any provisions of Seller’s formation or
        governing documents or any provisions of any agreement or judicial
        order to which Seller (or any person comprising Seller) is a party or to
        which
        Seller or the
        Property is subject.

       

      5.6.6
        The
        rent roll attached hereto as Exhibit
        K (“Rent
        Roll”) identifies
        all of the
        tenants, licensees or other occupants of the Property as of the Effective
        Date,
        and is true and correct in all material respects as of the Effective Date.
        Copies of the Leases delivered or made available to Buyer pursuant to this
        Agreement are true and correct copies of all such Leases and are, to Seller’s
        actual knowledge, in full force and effect, and to Seller’s actual knowledge
        there are no other agreements, written or oral, with respect to the
        tenancies.

       

      5.6.7
        To
        Seller’s knowledge, Seller has not received written notice from any competent
        governmental agency that there exist Hazardous Materials in, on or under
        the
        Property in
        violation of applicable laws, rules, regulations, ordinances or orders, and
        to
        Seller’s knowledge,
        except for non-friable asbestos containing materials, none exist.

       

      5.6.8
        To
        Seller’s knowledge, Seller is not in default under any of the Leases,
any
        of
        the Contracts, or any reciprocal easement agreement, and to Seller’s knowledge
        no tenant is
        in
        default under its lease beyond applicable cure periods, except for any monetary
        delinquencies
        shown on the Aged Delinquent Report attached hereto as Exhibit
        L.

       

      5.6.9
        To
        Seller’s knowledge, all operating statements and/or other information pertaining
        to the income and expenses of the Property delivered or made available to
        Buyer
        pursuant to the provisions of this Agreement are true and correct copies,
        and do
        not contain any material inaccuracies or omissions.

       

      5.6.10
        There are no employees of Seller located at the Property, and there are no
        vacation,
        pension obligations or other salary or benefits with respect to any employees
        of
        Seller at
        the
        Property that would become the obligation of Buyer upon Closing.

      


      
        
          
          

        

        
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5.6.
        11
        No tenant or other occupant of the Property has any option or right of first
        refusal to purchase any portion of the Property.

       

      5.6.12
        Attached hereto as Exhibit
        M is
        a list
        of all tenant improvement allowances
        that will be due to tenants provided the lease requirements therefore are
        satisfied, that have not been fully paid as of the Effective Date (“Tenant
        Improvement Allowances”).
        Seller
        and Buyer agree that Buyer will receive a credit at Closing in an amount
        equal
        to the Tenant Improvement
        Allowances that remain unpaid at Closing. Notwithstanding anything to the
        contrary
        in this Subsection 5.6.12, Seller and Buyer acknowledge that with respect
        to
        those Leases
        fully executed prior to the Effective Date, Seller and Buyer were aware of,
        and
considered
        the effect of, the Tenant Improvement Allowances identified in Exhibit
        M attached
        hereto, and, therefore, there shall be no adjustment in the Purchase Price
        as a
        result of the same.

       

      ARTICLE
        6

       

      REMEDIES

       

       6.1
        Liquidated
        Damages; Seller’s Remedies.
        If the
        Closing and the consummation of
        the
        transaction herein contemplated do not occur as herein provided by reason
        of any
        breach of
        Buyer,
        which is not cured within ten (10) days after receipt by Buyer of written
        notice
        thereof, Buyer
        and
        Seller agree that it would be impractical and extremely difficult to estimate
        the damages
        that Seller may suffer as a result thereof. Therefore, Buyer and Seller do
        hereby agree that
        a
        reasonable estimate of the total net detriment that Seller would suffer if
        Buyer
        breaches this
        Agreement and fails to complete the purchase of the Property is and shall
        be, as
        Seller’s sole and
        exclusive remedy (whether at law or in equity), and as the full, agreed and
        liquidated damages
        for such breach, an amount equal to such portion of the Deposit as Seller
        has
        actually received. Upon any such breach by Buyer, unless otherwise specified,
        this Agreement shall be terminated and neither party shall have any further
        rights or obligations hereunder, each to the other, except for the right
        of
        Seller to collect such liquidated damages from Buyer; provided, however,
        that
        this liquidated damages provision shall not limit Seller’s right to (i) receive
        reimbursement for or recover damages in connection with Buyer’s indemnity of
        Seller and/or breach of Buyer’s obligations pursuant to Sections
        3.2,
        3.4
        and
4.9,
        (ii)
        injunctive relief due to Buyer’s breach of its obligations under this Agreement,
        and/or (iii) pursue any and all remedies available at law or in equity if,
        following any termination of this Agreement, Buyer or any party related to
        or
        affiliated with Buyer assert any claims or right to the Property that would
        otherwise delay or prevent Seller from having clear, indefeasible and marketable
        title to the Property.

       

       6.2
        Buyer’s
        Remedies.
        If
        Seller
        fails to perform any obligation pursuant to this Agreement
        for any reason (except due to a failure of any condition set forth in this
        Agreement or any
        failure by Buyer to perform hereunder), then Buyer shall elect, as its sole
        remedy, either to: (i)
        terminate this Agreement by giving Seller and the Title Company timely written
        notice of such
        election prior to or upon the Closing Date, in which case Buyer shall be
        entitled to a reimbursement of the Deposit; or (ii) enforce specific performance
        of this Agreement, in which event there shall be no reduction of the Purchase
        Price and Buyer shall not be entitled to recover any
        damages (whether actual, direct, indirect, consequential, punitive or otherwise)
        notwithstanding
        such failure or breach by Seller, but Buyer shall be entitled to recover
        from
Seller
        Buyer’s reasonable attorney’s fees if it is successful in any such action.
        Notwithstanding

      


      
        
          
          

        

        
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the
        foregoing, if after any willful default by Seller Buyer is unable to obtain
        specific performance of
        Seller’s obligations hereunder because Seller has conveyed title to the Property
        to a third party,
        then, and only then, Buyer shall also be entitled to recover from Seller
        all
        out-of-pocket costs
        incurred by Buyer in connection with the Property, not to exceed Two Hundred
        Thousand Dollars
        ($200,000.00). For purposes of this Section
        6.2,
        a
        willful default by Seller shall mean that, except as otherwise expressly
        permitted by this Agreement, Seller intentionally takes an action
        contrary to its obligations under this Agreement, or intentionally fails
        to take
        an action it is
        obligated to take under this Agreement, and as a direct result thereof
        conditions to the Closing are
        not
        met and the transaction does not close. Buyer shall be deemed to have elected
        to
terminate
        this Agreement pursuant to clause (i) hereinabove if Buyer fails to deliver
        to
        Seller written
        notice of its intent to commence an action to assert a claim for specific
        performance against
        Seller within ninety (90) days after the scheduled Closing Date, or having
        given
        such notice
        fails to commence such action asserting said claim within ninety (90) days
        after
        the date of
        such
        notice. Notwithstanding the foregoing to the contrary, no notice of termination
        given by Buyer hereunder shall be of any force or effect if Seller cures
        the
        default within ten (10) days after
        Seller’s receipt of any such termination notice. If Buyer duly elects to
        terminate or is deemed
        to
        have elected to terminate this Agreement pursuant to clause (i) hereinabove,
        then Buyer
        shall and hereby agrees in such event to waive any and all right to file
        or
        record any lis pendens
        or any other lien or encumbrance against the Property or to seek specific
        performance or other
        equitable relief or to seek or recover from Seller any damages (including,
        without limitation,
        any actual direct, indirect, consequential, punitive or other damages). The
        foregoing remedies set forth in subclauses (i) and (ii) hereinabove are Buyer’s
        sole and exclusive remedies with respect to Seller’s default, and Buyer waives
        any and all other remedies as may be available at
        law or
        in equity in connection with such Seller’s default. Any and all covenants and
obligations
        of Seller contained in this Agreement (including, without limitation, any
        default by Seller of any such obligations and covenants) shall merge into
        the
        Deed and other Closing Documents upon the Closing, and shall not survive
        the
        Closing, except to the extent otherwise expressly provided elsewhere in this
        Agreement.

       

      ARTICLE
        7

       

      CONDEMNATION

       

      7.1
        Condemnation.
        If,
        prior
        to Closing, any governmental authority or other entity having
        condemnation authority shall institute an eminent domain proceeding with
        regard
        to a “Material
        Portion” of the Real Property (as defined below), and the same is not dismissed
        prior to
        the
        Closing Date, Buyer shall be entitled, as its sole remedy, to terminate this
        Agreement upon written notice to Seller (i) within fifteen (15) days following
        notice by Seller to Buyer of such condemnation,
        or (ii) on the Closing Date, whichever occurs first. If Buyer does not terminate
        this
        Agreement pursuant to the preceding sentence, Buyer shall be conclusively
        deemed
        to have elected
        to accept such condemnation and waives any right to terminate this Agreement
        as
        a result thereof.
        For purposes of this Section
        7.1,
        a
“Material
        Portion” shall
        mean that portion of the Real
        Property that would result in: (i) an award of Five Million Dollars
        ($5,000,000.00) or more if
        taken;
        (ii) the permanent closing, without replacement, of any currently existing
        entrance to the Property;
        or (iii) the loss of more than three percent (3%) of all parking spaces on
        the
        Property; or
        (iv)
        the loss of parking spaces or other common areas sufficient to give any Major
        Anchor Tenant the right to terminate its lease. If Buyer elects to terminate
        this Agreement under this

      


      
        
          
          

        

        
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Section
        7.1, the Deposit shall be returned to Buyer, and neither party to this Agreement
        shall thereafter have any further rights or obligations hereunder except
        the
        obligations and indemnity provided in Sections 3.2, 3.4 and 4.9. If Buyer
        waives
        (or is deemed to have waived) the right to terminate this Agreement as a
        result
        of such a condemnation, then, despite such condemnation, Seller
        and Buyer shall proceed to Closing in accordance with the terms of this
        Agreement with no
        reduction in the Purchase Price, and the Seller shall assign to Buyer at
        Closing
        all of Seller’s right, title and interest in and to all proceeds resulting or to
        result from said condemnation.

       

      7.2
        Nonmaterial
        Condemnation.
        If,
        prior
        to Closing, a taking or condemnation relating
        to the Property has occurred, or is threatened, which is not described in
        Section
        7.1,
        the
        Closing shall take place as provided in this Agreement with no reduction
        of the
        Purchase Price, and
        Seller shall assign to Buyer at Closing, as part of the Intangible Property,
        all
        of Seller’s right, title
        and
        interest in and to all proceeds resulting or to result from said
        condemnation.

       

      ARTICLE
        8

       

      CASUALTY
        DAMAGE

       

      If,
        prior
        to the Closing, any of the Improvements shall be damaged by fire or other
        casualty
        (collectively, “Casualty”),
        Seller
        shall deliver to Buyer written notice (“Casualty
        Loss Notice”) of
        such
        Casualty, together with Seller’s determination as to whether the damage
constitutes
        a Material Damage (as defined below). For the purposes of this Article
        8,
        “Material
        Damage” shall
        mean damage to the Improvements which is of such nature that would result
        in
(i)
        a
        cost of restoring the same to their condition prior to the Casualty, in Seller’s
        reasonable determination as provided in the Casualty Loss Notice, equal to
        or
        exceeding an amount equal to Five Million Dollars ($5,000,000.00); (ii) the
        permanent closing, without replacement, of any currently existing entrance
        to
        the Property; (iii) the loss of more than three percent (3%) of all parking
        spaces on the Property; or (iv) the loss of parking spaces or other common
        areas
sufficient
        to give any Major Anchor Tenant the right to terminate its lease. If, prior
        to
        the Closing,
        the Improvements sustain Material Damage by a Casualty, Buyer may terminate
        this
        Agreement by delivering written notice thereof to Seller and Title Company
        within the earlier of (i) fifteen (15) days after Buyer’s receipt of the
        Casualty Loss Notice or (ii) the Closing Date. If the Improvements shall
        be
        damaged by a casualty which is not a Material Damage, or if Buyer fails to
        deliver written notice of termination within the time period set forth
        hereinabove for a Material Damage, then: (A) the parties shall proceed to
        close
        this transaction in accordance with the terms of this Agreement; (B) at the
        Closing, Buyer shall receive a credit against the Purchase Price
        in
        an amount equal to the deductible under the applicable Seller’s casualty
        insurance policy;
        and (C) Seller shall, as part of the Intangible Property, assign to Buyer
        all of
        Seller’s rights
        in
        the resulting casualty insurance proceeds. If Buyer elects (and has the right)
        to terminate
        this Agreement under this Article
        8,
        the
        Deposit shall be returned to Buyer, and thereafter
        neither party shall have any further rights or obligations hereunder, except
        the
obligations
        and indemnity provided in Sections 3.2,
        3.4
        and
4.9.

      


      
        
          
          

        

        
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      ARTICLE
        9

       

      MISCELLANEOUS

       

       9.1
        Entire
        Agreement.
        This
        Agreement contains the entire agreement of the parties hereto.
        There are no other agreements, oral or written, and this Agreement can be
        amended only by written agreement signed by the parties hereto, and by
        reference, made a part hereof.

       

      9.2
        Agreement
        Binding on Parties; Assignment.
        This
        Agreement, and the terms, covenants, and conditions herein contained, shall
        inure to the benefit of and be binding upon the heirs,
        personal representatives, successors, and assigns of each of the parties
        hereto.
        Subject to the
        provisions of the immediately succeeding sentence, Buyer shall not assign
        its
        rights under this
        Agreement without first obtaining Seller’s prior written consent may be given or
        withheld in Seller’s sole and absolute discretion. Notwithstanding the
        preceding, Buyer may assign its rights under
        this Agreement (without being required to obtain Seller’s consent) only upon the
        following conditions:
        (i) the Deposit and Additional Deposit (and, if applicable, the Second
        Additional Deposit) must have been timely delivered in accordance with the
        applicable provisions of this Agreement;
        (ii) Buyer’s Notice of Intent to Proceed must have been timely delivered in
accordance
        with the applicable provisions of this Agreement; (iii) Buyer shall remain
        primarily liable for the performance of Buyer’s obligations under this
        Agreement; (iv) the assignee shall expressly
        assume in writing all of Buyer’s obligations under this Agreement; and (vi)
        Buyer shall deliver
        to Seller a copy of a fully executed written assignment and assumption agreement
        between
        Buyer and such assignee at least five (5) business days prior to the
        Closing.

       

       9.3
        Notice.
        Any
        notice, communication, request, reply or advice (collectively, “Notice”)
        provided
        for or permitted by this Agreement to be made or accepted by either party
        must
        be
        in writing. Notice may, unless otherwise provided herein, be given or served
        (i)
        by facsimile
        to the facsimile numbers set forth in Section
        1.2
        and
Section
        1.17
        above,
        with confirmation
        of successful transmission; (ii) by delivering the same to such party, or
        an
        agent of such party, in person or by commercial courier, at the address for
        such
        party set forth in this Agreement, or (iii) by depositing the same into custody
        of a nationally recognized overnight delivery service, such as Federal Express
        or DHL. Notice given in any other manner shall be effective
        only if and when received by the party to be notified between the hours of
        9:00
        A.M. and 5:00 P.M. of any business day with delivery made after such hours
        to be
        deemed received the
        following business day. For the purposes of notice, the addresses of Seller,
        Buyer, Title Company
        and Title Company shall, until changed as hereinafter provided, be as set
        forth
        in Article
        1.
        The
        parties hereto shall have the right from time to time to change their respective
        addresses,
        and each shall have the right to specify as its address any other address
        within
        the United
        States of America by at least five (5) days written notice to the other
        party.

       

      9.4
        Time
        of the Essence.
        Time
        is
        of the essence in all things pertaining to the performance
        of this Agreement.

       

      9.5
        Governing
        Law.
        This
        Agreement shall be construed in accordance with the laws of
        the
        State of Florida.

       

      9.6
        Currency.
        All
        dollar amounts are expressed in United States currency.

      


      
        
          
          

        

        
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 9.7
        Section
        Headings.
        The
        section headings contained in this Agreement are for convenience
        only and shall in no way enlarge or limit the scope or meaning of the various
        and several sections hereof.

       

       9.8
        Business
        Days.
        If
        any
        date or any period provided for in this Agreement shall end
        on a
        Saturday, Sunday or legal holiday, the applicable date or period shall be
        extended to the first business day following such Saturday, Sunday or legal
        holiday.

       

      9.9
        No
        Recordation.
        Without
        the prior written consent of Seller, there shall be no recordation
        of either this Agreement or any memorandum hereof, or any affidavit pertaining
        hereto
        and any such recordation of this Agreement or memorandum hereto, by Buyer
        without the prior written consent of Seller shall constitute a default hereunder
        by Buyer, whereupon this Agreement
        shall, at the option of Seller, terminate and be of no further force and
        effect.
        Upon such
        termination, the Deposit shall be immediately delivered to Seller, whereupon
        the
        parties shall
        have no further duties or obligations one to the other except the obligations
        and indemnity provided in Sections
        3.2,
        3.4
        and
4.9.

       

      9.10
        Multiple
        Counterparts.
        This
        Agreement may be executed in multiple counterparts
        (each of which is to be deemed original for all purposes).

       

      9.11
        Severability.
        If
        any
        provision of this Agreement or application to any party or circumstance shall
        be
        determined by any court of competent jurisdiction to be invalid and unenforceable
        to any extent, the remainder of this Agreement or the application of such
        provision
        to such person or circumstances, other than those as to which it is so
        determined invalid
        or unenforceable, shall not be affected thereby, and each provision hereof
        shall
        be valid and shall be enforced to the fullest extent permitted by
        law.

       

      9.12
        Survival.
        Unless
        otherwise expressly provided for in this Agreement, the representations
        (if any), warranties (if any), indemnification obligations (if any) and
        covenants (if
        any)
        of the parties set forth in this Agreement shall survive consummation of
        the
        transaction contemplated by this Agreement and the delivery and recordation
        of
        the Deed for one (1) year after the Closing Date. The obligations of Seller
        pursuant to this Section
        9.12,
        up to
        but not exceeding
        Three Million Dollars ($3,000,000), shall be guaranteed by GPLP, pursuant
        to the
form
        of
        Guaranty attached hereto as Exhibit
        N.

       

      9.13
        1031
        Exchange.
        Buyer
        and
        Seller acknowledge that either party may wish to structure
        this transaction as a tax deferred exchange of like-kind property within
        the
        meaning of Section 1031 of the Internal Revenue Code. Each party agrees to
        reasonably cooperate with the other
        party to effect such an exchange; provided, however, that: (i) the cooperating
        party shall not
        be
        required to acquire or take title to any exchange property; (ii) the cooperating
        party shall not
        be
        required to incur any expense (excluding attorneys’ fees) or liability
        whatsoever in connection
        with the exchange, including, without limitation, any obligation for the
        payment
        of any
        escrow, title, brokerage or other costs incurred with respect to the exchange;
        (iii) no substitution
        of the effectuating party shall release said party from any of its obligations,
        warranties
        or representations set forth in this Agreement or from liability for any
        prior
        or subsequent
        default under this Agreement by the effectuating party, its successors, or
        assigns, which
        obligations shall continue as the obligations of a principal and not of a
        surety
        or guarantor;

      


      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

      
         
(iv)
        the
        effectuating party shall give the cooperating party at least ten (10) days
        prior
        notice of the
        proposed changes required to effect such exchange and the identity of any
        party
        to be substituted in the Escrow; (v) the effectuating party shall be responsible
        for preparing all additional
        agreements, documents and escrow instructions (collectively, the “Exchange
        Documents”) required
        by the exchange, at its sole cost and expense; (vi) the exchange shall not
        delay
        the
        Closing; and (vii) the effectuating party shall be responsible for making
        all
determinations
        as to the legal sufficiency, tax considerations and other considerations
        relating to the
        proposed exchange, the Exchange Documents and the transactions contemplated
        thereby, and the
        cooperating party shall in no event be responsible for, or in any way be
        deemed
        to warrant or represent any tax or other consequences of the exchange
        transaction arising by reason of the cooperating party’s performance of the acts
        required hereby.

       

      [Signatures
        pages follow. No further text on this page.]

      


      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

      
         
IN
        WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
        Effective Date.

       

      “BUYER”

       

      SOMERA
        CAPITAL MANAGEMENT, LLC, 

      a
        California limited liability company

       

      By:
        /s/
        Julie Lubin

      Name:
        Julie Lubin

      Title:
        Authorized Signatory

       

       

      “SELLER”

       

      GLIMCHER
        UNIVERSITY MALL LIMITED PARTNERSHIP, 

      a
        Delaware limited partnership

       

      By:
        GLIMCHER TAMPA, INC., 

      a
        Delaware corporation,

      its
        sole
        General Partner

       

      By:
        /s/
        Michael P. Glimcher

      Michael
        P. Glimcher

      President
        and Chief Executive Officer

      


      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

       

      EXHIBITS:

       

      
        	EXHIBIT
                “A”	
                Contracts

              


      

       

      
        	EXHIBIT
                “B”	
                Legal
                  Description

              


      

       

      
        	EXHIBIT
                “C”	
                List
                  of Personal Property

              


      

       

      
        	EXHIBIT
                “D”	
                List
                  of Due Diligence Materials

              


      

       

      
        	EXHIBIT
                “E”	
                Form
                  of Tenant Estoppel Certificate

              


      

       

      
        	EXHIBIT
                “F”	
                Form
                  of Deed

              


      

       

      
        	EXHIBIT
                “G”	
                Form
                  of Bill of Sale and General
                  Assignment

              


      

       

      
        	EXHIBIT
                “H”	
                Form
                  of Guaranty of Theatre Lease
                  Obligations

              


      

       

      
        	EXHIBIT
                “I”	
                Form
                  of Management Agreement

              


      

       

      
        	EXHIBIT
                “J”	
                List
                  of Litigation

              


      

       

      
        	EXHIBIT
                “K”	
                Rent
                  Roll

              


      

       

      
        	EXHIBIT
                “L”	
                Aged
                  Delinquent Report

              


      

       

      
        	EXHIBIT
                “M”	
                List
                  of pending Tenant Improvement
                  Allowances

              


      

       

      
        	EXHIBIT
                “N”	
                Form
                  of Guaranty by GPLP of obligations of Seller under Section
                  9.12

              


      

       

      
        	EXHIBIT
                “O”	
                Form
                  of Note

              


      

       

      
        	EXHIBIT
                “P”	
                Pro
                  Forma

              


      

      


      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      


      FIRST
        AMENDMENT TO

      AGREEMENT
        OF SALE AND PURCHASE

       

      This
        First Amendment to Agreement of Sale and Purchase (“Agreement”) is made
this
        16th
        day of
        May, 2007, by and between Glimcher University Mall Limited Partnership,
        a Delaware limited partnership (“Seller”) and Somera Capital Management, LLC, a
        California limited liability company (“Buyer”)

       

      WHEREAS,
        Seller and Buyer entered into that certain Agreement of Sale and Purchase
        dated April 25, 2007 (the “Purchase Agreement”) for the sale and purchase of
the
        Real
        Property commonly known as “University Mall” in Tampa, Florida (the “Property”);
        and

       

      WHEREAS,
        Seller and Buyer desire to amend the terms and conditions of the Purchase
        Agreement, as set forth herein:

       

      NOW,
        THEREFORE, for good and valuable consideration, the receipt and sufficiency
        of which are herby acknowledged by the parties hereto, Seller and Buyer,
        intending to be legally bound, do hereby agree as follows:

       

      
        	
              	1.	
                Preamble
                  and Recitals; Definitions.

              


      

       

      
        	 	
                a.

              	
                The
                  preamble and recitals above are incorporated herein as if fully
                  rewritten
                  herein.

              


      

       

      
        	 	
                b.

              	
                Capitalized
                  terms not defined herein shall have the meanings set forth in the
                  Purchase
                  Agreement.

              


      

       

      
        	
              	2.	
                Additional
                  Deposit and Notice of Intention to Proceed.
                  Section 3.5 of the Purchase
                  Agreement is hereby deleted in its entirety, and the following
                  is inserted
                  in its place:

              


      

       

      “3.5
        Additional
        Deposit and Notice of Intention to Proceed.
        On
        or
        before May 25, 2007, Buyer shall deliver to Seller Buyer’s Notice of intention
        to proceed with the closing on the purchase of the Property ("Notice
        of Intention to Proceed”) and, within one (1) business day after such delivery,
        deposit the Additional Deposit in escrow with the Title Company,
        by wire transfer. If Buyer does not give the Notice of Intention
        to Proceed on or before May 25, 2007 and pay the Additional Deposit
        to the Title Company within one (1) business day after such delivery,
        this Agreement shall automatically terminate, the Deposit shall be
        paid
        to Seller and thereafter the parties shall have no further
        liabilities

      


      
        
          
          

        

        
          -1-

          
            

          

        

        
          
          

        

      


      under
        this Agreement except pursuant to the obligations and indemnity set forth
        in
        Sections 3.2, 3.4 and 4.9.”

       

      
        	
              	
                3.

              	
                Interim
                  Covenants of Seller.
                  Section 5.5.2 of the Purchase Agreement
                  is hereby deleted in its entirety, and the following is inserted
                  in its
                  place:

              


      

       

      “5.5.2
        From and after the Effective Date, until May 25, 2007, Seller shall not modify
        any existing instrument nor enter into a new contract, lease or other
        material agreement affecting all or any portion of the Property, or the
        use
        of it, that is not terminable on thirty (30) days notice, without the prior
        written consent of Buyer, which consent will not be unreasonably withheld
        or delayed. Buyer’s failure to object to any proposed new lease or
        lease
        modification within five (5) business days after receipt of Seller’s
request
        for consent shall be deemed an approval by Buyer thereof, provided
        Seller’s request for consent clearly states in all capital letters in a
        prominent place the date by which the Lease will be deemed approved if
Buyer
        does not object. From and after May 25, 2007, Seller shall not enter
        into or extend, renew, modify or replace any Leases or other agreements
        relating to the Property that are not terminable on thirty (30) days notice
        without the prior written consent of Buyer, which consent may be
        withheld in Buyer’s sole discretion. Any and all tenant improvement costs
        and
        brokerage commissions payable with respect to any new leases and/or
        amendments, modifications or renewals of existing Leases which are
        executed after the Effective Date and approved (or deemed approved) by
        Buyer
        hereunder shall be paid by Buyer. Seller shall provide Buyer with
        copies of all such new Leases and all extensions, renewals, modifications
        and replacements of existing Leases following execution thereof.”

       

      
        	
              	
                4.

              	
                Facsimile
                  Signatures; Counterparts.
                  This Amendment may be executed by the electronic exchange of copies
                  hereof
                  bearing the signatures of each of the
                  parties. This Amendment may be executed in several counterparts,
                  each
                  of which shall be deemed an original, and all such counterparts
                  together
                  shall constitute one and the same
                  instrument.

              


      

       

      
        	
              	
                5.

              	
                Governing
                  Law.
                  The validity, interpretation, construction, performance and
                  enforcement of this Amendment and the rights and obligations of
                  the
                  parties hereunder shall be governed in all respects by the law
                  of the
                  State where the Property is
                  located.

              


      

       

      
        	
              	
                6.

              	
                Except
                  as amended herein, all terms and conditions of the Purchase Agreement
                  are and remain unchanged and in full force and effect as therein
                  written.

              


      

      


      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      


       

      IN
        WITNESS WHEREOF, the parties have executed this Amendment this 16th day
        of
        May, 2007.

       

       

      “SELLER”

       

      GLIMCHER
        UNIVERSITY MALL LIMITED PARTNERSHIP, 

      a
        Delaware limited partnership

       

      By:
        GLIMCHER TAMPA, INC., 

      a
        Delaware corporation,

      Its
        sole
        General Partner

       

      By:
        /s/
        George
        A. Schmidt

      George
        A.
        Schmidt

      Executive
        Vice President and Chief Investment Officer

       

      “BUYER”

       

      SOMERA
        CAPITAL MANAGEMENT, LLC, 

      a
        California limited liability company

       

      By:
        /s/
        David
        A. Brown

      David
        A.
        Brown 

      Manager

       

      
 

      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      


      SECOND
        AMENDMENT TO

      AGREEMENT
        OF SALE AND PURCHASE

       

      This
        Second Amendment to Agreement of Sale and Purchase (“Agreement”) is made this
        25th day of May, 2007, by and between Glimcher University Mall Limited
        Partnership, a Delaware limited partnership (“Seller”) and Somera Capital
        Management, LLC, a California limited liability company (“Buyer”)

       

      WHEREAS,
        Seller and Buyer entered into that certain Agreement of Sale and Purchase
        dated April 25, 2007, as amended by that certain First Amendment to Agreement
        of Sale and Purchase dated May 16, 2007 (the “Purchase Agreement”) for the sale
        and purchase of the Real Property commonly known as “University Mall” in Tampa,
        Florida (the “Property”); and

       

      WHEREAS,
        Seller and Buyer desire to amend the terms and conditions of the Purchase
        Agreement, as set forth herein:

       

      NOW,
        THEREFORE, for good and valuable consideration, the receipt and sufficiency
        of which are herby acknowledged by the parties hereto, Seller and Buyer,
        intending to be legally bound, do hereby agree as follows:

       

      
        	
              	1.	
                Preamble
                  and Recitals; Definitions.

              


      

       

      
        	 	
                a.

              	
                The
                  preamble and recitals above are incorporated herein as if fully
                  rewritten
                  herein.

              


      

       

      
        	 	
                b.

              	
                Capitalized
                  terms not defined herein shall have the meanings set forth in the
                  Purchase
                  Agreement.

              


      

       

      
        	
              	2.	
                Additional
                  Deposit and Notice of Intention to Proceed.
                  Section 3.5 of the Purchase
                  Agreement is hereby deleted in its entirety, and the following
                  is inserted
                  in its place:

              


      

       

      “3.5
        Additional
        Deposit and Notice of Intention to Proceed.
        On
        or
        before May 30, 2007, Buyer shall deliver to Seller Buyer’s Notice of intention
        to proceed with the closing on the purchase of the Property ("Notice
        of Intention to Proceed”) and, within one (1) business day after such delivery,
        deposit the Additional Deposit in escrow with the Title Company,
        by wire transfer. If Buyer does not give the Notice of Intention
        to Proceed on or before May 30, 2007 and pay the Additional Deposit
        to the Title Company within one (1) business day after such delivery,
        this Agreement shall automatically terminate, the Deposit shall be
        paid
        to Seller and thereafter the parties shall have no further
        liabilities

      


      
        
          
          

        

        
          -1-

          
            

          

        

        
          
          

        

      


      under
        this Agreement except pursuant to the obligations and indemnity set forth
        in
        Sections 3.2, 3.4 and 4.9.”

       

      
        	
              	3.	
                Estoppel
                  Certificates.
                  Section 3.6 of the Purchase Agreement is hereby deleted in its
                  entirety,
                  and the following is inserted in its
                  place:

              


      

       

      “Estoppel
        Certificates.

       

      3.6.1
        On
        or before June 1, 2007, Seller shall forward an estoppel certificate
        to all Property tenants, substantially in the form of Exhibit
        E attached
        to this Agreement (or the agreed form of estoppel that is attached to a Property
        tenant’s lease) containing information that is consistent with the
        information set forth in the applicable tenant lease and the Rent Roll
(as
        defined in Section
        5.6.6
        below),
        and thereafter use reasonable efforts to obtain,
        prior to the Closing Date, executed tenant estoppel certificates from
        all
        of the then-current Property tenants. Notwithstanding anything to the contrary
        contained in this Agreement, in no event shall Seller be in default hereunder
        for its failure to obtain all or any of the tenant estoppel certificates,
        provided, however, that it shall be a condition precedent to Buyer’s
        obligation to purchase the Property (which may be waived by Buyer)
        that at least three (3) business days prior to the Closing Date, Seller
shall
        have delivered to Buyer an executed tenant estoppel certificate, not
disclosing
        any material variance with the information forth in the applicable
        tenant lease and the Rent Roll, and not alleging any material, uncured default
        of Seller under such lease (an “Acceptable
        Tenant Estoppel”) for
        (a)
        tenants occupying not less than seventy-five (75%) of the
        inline leased square footage of the Property; and (b) one hundred percent
        (100%) of the Major Anchor Tenants (defined as any tenant leasing
        25,000 square feet or more of floor space on the Property) (the “Required
        Tenant Estoppels”). Notwithstanding
        anything herein to the contrary, if that Seller has been unable to obtain
        (and
        deliver to Buyer) the Required Tenant Estoppels at least three (3) business
        days
        prior to the Closing
        Date, and Buyer is not willing to waive the Required Tenant Estoppel condition,
        then either party shall have the right to delay the Closing
        Date by up to thirty (30) days in order for Seller to continue to attempt
        to
        obtain the missing Required Tenant Estoppels.

       

      3.6.2
        On
        or before June 1, 2007, Seller shall forward to each owner of stores
        adjoining the Improvements (a “Major
        Occupant”) an
        estoppel certificate with respect to any reciprocal easement agreement entered
        into by
        such
        Major Occupant in a form reasonably acceptable to Buyer, containing
        information that is consistent with the reciprocal easement agreement, and
        thereafter use reasonable efforts to obtain, prior to the Closing Date, executed
        estoppel certificates (the “REA
        Estoppel Certificates”)
        from
        all
        of the then-current Major Occupants. Notwithstanding
        anything to the contrary contained in this Agreement, in no event shall Seller
        be in default hereunder for its failure to obtain all or

      


      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      


      any
        of
        the Estoppel Certificates, provided, however, that it shall be a condition
        precedent to Buyer’s obligation to purchase the Property (which may be waived by
        Buyer) that prior to the Closing Date, Seller deliver to Buyer an executed
        REA
        Estoppel Certificate from one hundred percent (100%) of the Major Occupants,
        not
        disclosing any material variance with the
        information forth in the reciprocal easement agreement and not alleging
        any material, uncured default of Seller under such reciprocal easement agreement
        (the “Required
        REA Estoppels”). Notwithstanding
        anything herein to the contrary, if Seller has been unable to obtain (and
        deliver to Buyer) all Required REA Estoppels at least three (3) business
        days
        prior to the Closing Date, and Buyer is not willing to waive the Required
        REA Estoppels condition, then either party shall have the right to
        delay
        the Closing Date by up to thirty (30) days in order for Seller to continue
        to
        attempt to obtain the missing Required REA Estoppels.

       

      3.6.3
        Seller agrees to reasonably cooperate with Buyer to obtain from tenants
        any subordination, non-disturbance and attornment agreements (“SNDAs”)
        that
        Buyer’s lender requests; provided, however, that in no event shall Seller be in
        default hereunder for its failure to obtain all or any SNDA and it shall
        not be
        a condition precedent to Buyer’s obligation to purchase the Property that Seller
        or Buyer obtain any such SNDA.”

       

      
        	
              	4.	
                Interim
                  Covenants of Seller.
                  Section 5.5.2 of the Purchase Agreement
                  is hereby deleted in its entirety, and the following is inserted
                  in its
                  place:

              


      

       

      “5.5.2
        From and after the Effective Date, until May 30, 2007, Seller shall not modify
        any existing instrument nor enter into a new contract, lease or other
        material agreement affecting all or any portion of the Property, or the
        use
        of it, that is not terminable on thirty (30) days notice, without the prior
        written consent of Buyer, which consent will not be unreasonably withheld
        or delayed. Buyer’s failure to object to any proposed new lease or
        lease
        modification within five (5) business days after receipt of Seller’s
request
        for consent shall be deemed an approval by Buyer thereof, provided
        Seller’s request for consent clearly states in all capital letters in a
        prominent place the date by which the Lease will be deemed approved if
Buyer
        does not object. From and after May 30, 2007, Seller shall not enter
        into or extend, renew, modify or replace any Leases or other agreements
        relating to the Property that are not terminable on thirty (30) days notice
        without the prior written consent of Buyer, which consent may be
        withheld in Buyer’s sole discretion. Any and all tenant improvement costs
        and
        brokerage commissions payable with respect to any new leases and/or
        amendments, modifications or renewals of existing Leases which are
        executed after the Effective Date and approved (or deemed approved) by Buyer
        hereunder shall be paid by Buyer. Seller shall provide Buyer

      


      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      


      with
        copies of all such new Leases and all extensions, renewals, modifications
        and replacements of existing Leases following execution thereof.”

       

      
        	
              	
                5.

              	
                Facsimile
                  Signatures; Counterparts.
                  This Amendment may be executed by the electronic exchange of copies
                  hereof
                  bearing the signatures of each of the
                  parties. This Amendment may be executed in several counterparts,
                  each
                  of which shall be deemed an original, and all such counterparts
                  together
                  shall constitute one and the same
                  instrument.

              


      

       

      
        	
              	
                6.

              	
                Governing
                  Law.
                  The validity, interpretation, construction, performance and
                  enforcement of this Amendment and the rights and obligations of
                  the
                  parties hereunder shall be governed in all respects by the law
                  of the
                  State where the Property is
                  located.

              


      

       

      
        	
              	
                7.

              	
                Except
                  as amended herein, all terms and conditions of the Purchase Agreement
                  are and remain unchanged and in full force and effect as therein
                  written.

              


      

       

      



      [End
        of
        Text - Signatures on following page]

      


      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

      


       

      IN
        WITNESS WHEREOF, the parties have executed this Amendment this 25th day
        of
        May, 2007.

       

      “SELLER”

       

      GLIMCHER
        UNIVERSITY MALL LIMITED PARTNERSHIP, 

      a
        Delaware limited partnership

       

      By:
        GLIMCHER TAMPA, INC., 

      a
        Delaware corporation,

      Its
        sole
        General Partner

       

      By:
        /s/ Kim A. Rieck

      Kim
        A.
        Rieck

      Senior
        Vice President

       

       

      “BUYER”

       

      SOMERA
        CAPITAL MANAGEMENT, LLC, 

      a
        California limited liability company

       

      By:
        /s/ Julie Lubin

       

      Title:
        Executive Vice President, Finance

      


      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

      


      THIRD
        AMENDMENT TO

      AGREEMENT
        OF SALE AND PURCHASE

       

      This
        Third Amendment to Agreement of Sale and Purchase (“Agreement”) is made
        this
        30th day of May, 2007, by and between Glimcher University Mall Limited
        Partnership, a Delaware limited partnership (“Seller”) and Somera Capital
        Management, LLC, a California limited liability company (“Buyer”)

       

      WHEREAS,
        Seller and Buyer entered into that certain Agreement of Sale and Purchase
        dated April 25, 2007, as amended by that certain First Amendment to Agreement
        of Sale and Purchase dated May 16, 2007, and as further amended by that certain
        Second Amendment to Agreement of Sale and Purchase dated May 25, 2007 (the
        “Purchase Agreement”) for the sale and purchase of the Real Property commonly
        known as “University Mall” in Tampa, Florida (the “Property”); and

       

      WHEREAS,
        Seller and Buyer desire to amend the terms and conditions of the Purchase
        Agreement, as set forth herein:

       

      NOW,
        THEREFORE, for good and valuable consideration, the receipt and sufficiency
        of which are herby acknowledged by the parties hereto, Seller and Buyer,
        intending to be legally bound, do hereby agree as follows:

       

      
        	
              	1.	
                Preamble
                  and Recitals; Definitions.

              


      

       

      
        	 	
                a.

              	
                The
                  preamble and recitals above are incorporated herein as if fully
                  rewritten
                  herein.

              


      

       

      
        	 	
                b.

              	
                Capitalized
                  terms not defined herein shall have the meanings set forth in the
                  Purchase
                  Agreement.

              


      

       

      
        	
              	2.	
                Additional
                  Deposit and Notice of Intention to Proceed.
                  Section 3.5 of the Purchase
                  Agreement is hereby deleted in its entirety, and the following
                  is inserted
                  in its place:

              


      

       

      “3.5
        Additional
        Deposit and Notice of Intention to Proceed.
        On
        or
        before May 31, 2007, Buyer shall deliver to Seller Buyer’s Notice of intention
        to proceed with the closing on the purchase of the Property ("Notice
        of Intention to Proceed”) and, within one (1) business day after such delivery,
        deposit the Additional Deposit in escrow with the Title Company,
        by wire transfer. If Buyer does not give the Notice of Intention
        to Proceed on or before May 31, 2007 and pay the Additional Deposit
        to the Title Company within one (1) business day after such delivery,
        this Agreement shall automatically terminate, the Deposit shall

      


      
        
          
          

        

        
          -1-

          
            

          

        

        
          
          

        

      


      be
        paid
        to Seller and thereafter the parties shall have no further liabilities under
        this Agreement except pursuant to the obligations and indemnity set forth
        in
        Sections 3.2, 3.4 and 4.9.”

       

      
        	
              	3.	
                Estoppel
                  Certificates.
                  Section 3.6 of the Purchase Agreement is hereby deleted in its
                  entirety,
                  and the following is inserted in its
                  place:

              


      

       

      “Estoppel
        Certificates.

       

      3.6.1
        On
        or before June 2, 2007, Seller shall forward an estoppel certificate
        to all Property tenants, substantially in the form of Exhibit
        E
        attached
        to this Agreement (or the agreed form of estoppel that is attached to a Property
        tenant’s lease) containing information that is consistent with the
        information set forth in the applicable tenant lease and the Rent Roll
(as
        defined in Section
        5.6.6
        below),
        and thereafter use reasonable efforts to obtain,
        prior to the Closing Date, executed tenant estoppel certificates from
        all
        of the then-current Property tenants. Notwithstanding anything to the contrary
        contained in this Agreement, in no event shall Seller be in default hereunder
        for its failure to obtain all or any of the tenant estoppel certificates,
        provided, however, that it shall be a condition precedent to Buyer’s
        obligation to purchase the Property (which may be waived by Buyer)
        that at least three (3) business days prior to the Closing Date, Seller
shall
        have delivered to Buyer an executed tenant estoppel certificate, not
disclosing
        any material variance with the information forth in the applicable
        tenant lease and the Rent Roll, and not alleging any material, uncured default
        of Seller under such lease (an “Acceptable
        Tenant Estoppel”) for
        (a)
        tenants occupying not less than seventy-five (75%) of the
        inline leased square footage of the Property; and (b) one hundred percent
        (100%) of the Major Anchor Tenants (defined as any tenant leasing
        25,000 square feet or more of floor space on the Property) (the “Required
        Tenant Estoppels”). Notwithstanding
        anything herein to the contrary, if that Seller has been unable to obtain
        (and
        deliver to Buyer) the Required Tenant Estoppels at least three (3) business
        days
        prior to the Closing
        Date, and Buyer is not willing to waive the Required Tenant Estoppel condition,
        then either party shall have the right to delay the Closing
        Date by up to thirty (30) days in order for Seller to continue to attempt
        to
        obtain the missing Required Tenant Estoppels.

       

      3.6.2
        On
        or before June 2, 2007, Seller shall forward to each owner of stores
        adjoining the Improvements (a “Major
        Occupant”) an
        estoppel certificate with respect to any reciprocal easement agreement entered
        into by
        such
        Major Occupant in a form reasonably acceptable to Buyer, containing
        information that is consistent with the reciprocal easement agreement, and
        thereafter use reasonable efforts to obtain, prior to the Closing Date, executed
        estoppel certificates (the “REA
        Estoppel Certificates”)
        from
        all
        of the then-current Major Occupants. Notwithstanding
        anything to the contrary contained in this Agreement, in

      


      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      


      no
        event
        shall Seller be in default hereunder for its failure to obtain all or
any
        of
        the Estoppel Certificates, provided, however, that it shall be a condition
        precedent to Buyer’s obligation to purchase the Property (which may be waived by
        Buyer) that prior to the Closing Date, Seller deliver to Buyer an executed
        REA
        Estoppel Certificate from one hundred percent (100%) of the Major Occupants,
        not
        disclosing any material variance with the
        information forth in the reciprocal easement agreement and not alleging
        any material, uncured default of Seller under such reciprocal easement agreement
        (the “Required
        REA Estoppels”). Notwithstanding
        anything herein to the contrary, if Seller has been unable to obtain (and
        deliver to Buyer) all Required REA Estoppels at least three (3) business
        days
        prior to the Closing Date, and Buyer is not willing to waive the Required
        REA Estoppels condition, then either party shall have the right to
        delay
        the Closing Date by up to thirty (30) days in order for Seller to continue
        to
        attempt to obtain the missing Required REA Estoppels.

       

      3.6.3
        Seller agrees to reasonably cooperate with Buyer to obtain from tenants
        any subordination, non-disturbance and attornment agreements (“SNDAs”)
        that
        Buyer’s lender requests; provided, however, that in no event shall Seller be in
        default hereunder for its failure to obtain all or any SNDA and it shall
        not be
        a condition precedent to Buyer’s obligation to purchase the Property that Seller
        or Buyer obtain any such SNDA.”

       

      
        	
              	4.	
                Interim
                  Covenants of Seller.
                  Section 5.5.2 of the Purchase Agreement
                  is hereby deleted in its entirety, and the following is inserted
                  in its
                  place:

              


      

       

      “5.5.2
        From and after the Effective Date, until May 31, 2007, Seller shall not modify
        any existing instrument nor enter into a new contract, lease or other
        material agreement affecting all or any portion of the Property, or the
        use
        of it, that is not terminable on thirty (30) days notice, without the prior
        written consent of Buyer, which consent will not be unreasonably withheld
        or delayed. Buyer’s failure to object to any proposed new lease or
        lease
        modification within five (5) business days after receipt of Seller’s
request
        for consent shall be deemed an approval by Buyer thereof, provided
        Seller’s request for consent clearly states in all capital letters in a
        prominent place the date by which the Lease will be deemed approved if
Buyer
        does not object. From and after May 31, 2007, Seller shall not enter
        into or extend, renew, modify or replace any Leases or other agreements
        relating to the Property that are not terminable on thirty (30) days notice
        without the prior written consent of Buyer, which consent may be
        withheld in Buyer’s sole discretion. Any and all tenant improvement costs
        and
        brokerage commissions payable with respect to any new leases and/or
        amendments, modifications or renewals of existing Leases which are
        executed after the Effective Date and approved (or deemed approved)

      


      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      


      by
        Buyer
        hereunder shall be paid by Buyer. Seller shall provide Buyer with
        copies of all such new Leases and all extensions, renewals, modifications
        and replacements of existing Leases following execution thereof.”

       

      
        	
              	
                5.

              	
                Facsimile
                  Signatures; Counterparts.
                  This Amendment may be executed by the electronic exchange of copies
                  hereof
                  bearing the signatures of each of the
                  parties. This Amendment may be executed in several counterparts,
                  each
                  of which shall be deemed an original, and all such counterparts
                  together
                  shall constitute one and the same
                  instrument.

              


      

       

      
        	
              	
                6.

              	
                Governing
                  Law.
                  The validity, interpretation, construction, performance and
                  enforcement of this Amendment and the rights and obligations of
                  the
                  parties hereunder shall be governed in all respects by the law
                  of the
                  State where the Property is
                  located.

              


      

       

      
        	
              	
                7.

              	
                Except
                  as amended herein, all terms and conditions of the Purchase Agreement
                  are and remain unchanged and in full force and effect as therein
                  written.

              


      

       

      



      [End
        of
        Text - Signatures on following page]

      


      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

      


       

      IN
        WITNESS WHEREOF, the parties have executed this Amendment this 30th day
        of
        May, 2007.

       

      “SELLER”

       

      GLIMCHER
        UNIVERSITY MALL LIMITED PARTNERSHIP, 

      a
        Delaware limited partnership

       

      By:
        GLIMCHER TAMPA, INC., 

      a
        Delaware corporation,

      Its
        sole
        General Partner

       

      By:
        /s/ Kim A. Rieck 

      Kim
        A.
        Rieck

      Senior
        Vice President

       

       

      “BUYER”

       

      SOMERA
        CAPITAL MANAGEMENT, LLC, 

      a
        California limited liability company

       

      By:
        /s/ Julie Lubin

       

      Title:
        Executive Vice President, Finance

      


      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

      

       

      FOURTH
        AMENDMENT TO

      AGREEMENT
        OF SALE AND PURCHASE

       

      This
        Fourth Amendment to Agreement of Sale and Purchase ("Agreement") is made
        this
        31st day of May, 2007, by and between Glimcher University Mall Limited
Partnership,
        a Delaware limited partnership ("Seller") and Somera Capital Management,
        LLC,
        a
        California limited liability company ("Buyer")

       

      WHEREAS,
        Seller and Buyer entered into that certain Agreement of Sale and Purchase
        dated
        April 25, 2007, as amended by that certain First Amendment to Agreement
        of Sale and Purchase dated May 16, 2007, that certain Second Amendment to
        Agreement of Sale and Purchase dated May 25, 2007, and that certain Third
        Amendment to
        Agreement of Sale and Purchase dated May 30, 2007 (the "Purchase Agreement")
        for
the
        sale
        and purchase of the Real Property commonly known as "University Mall" in
        Tampa,
        Florida (the "Property"); and

       

      WHEREAS,
        Seller and Buyer desire to amend the terms and conditions of the Purchase
        Agreement, as set forth herein;

       

      NOW,
        THEREFORE, for good and valuable consideration, the receipt and sufficiency
        of
        which are herby acknowledged by the parties hereto, Seller and Buyer, intending
        to be legally bound, do hereby agree as follows;

       

      
        	
              	1.	
                Preamble
                  and Recitals; Definitions.

              


      

       

      
        	 	
                a.

              	
                The
                  preamble and recitals above are incorporated herein as if fully
                  rewritten
                  herein.

              


      

       

      
        	 	
                b.

              	
                Capitalized
                  terms not defined herein shall have the meanings set forth in
                  the Purchase Agreement.

              


      

       

      
        
          
            	
                  	2.	
                    Additional
                      Deposit and Notice of Intention to Proceed.
                      Section 3.5 of the Purchase
                      Agreement is hereby deleted in its entirety, and the following
                      is
                      inserted
                      in its place:

                  


          

        

      

       

      "3.5
        Additional
        Deposit and Notice of Intention to Proceed.
        On
        or
        before June 1, 2007, Buyer shall deliver to Seller Buyer's Notice of intention
        to proceed with the closing on the purchase of the Property ("Notice
        of Intention to Proceed") and, within one (1) business day after such
        delivery, deposit the Additional Deposit in escrow with the Title Company,
        by wire transfer. If Buyer does not give the Notice of Intention
        to Proceed on or before June 1, 2007 and pay the Additional Deposit to the
        Title
        Company within one (1) business day after such

      


      
        
          
          

        

        
          -1-

          
            

          

        

        
          
          

        

      

       

      delivery,
        this Agreement shall automatically terminate, the Deposit shall be paid to
        Seller and thereafter the parties shall have no further liabilities under
        this Agreement except pursuant to the obligations and indemnity set forth
        in
        Sections 3.2, 3.4 and 4.9."

       

      
        	
              	3.	
                Estoppel
                  Certificates.
                  Section 3.6 of the Purchase Agreement is hereby deleted in its
                  entirety,
                  and the following is inserted in its
                  place:

              


      

       

      "Estoppel
        Certificates.

       

      3.6.1
        On
        or before June 5, 2007, Seller shall forward an estoppel certificate
        to all Property tenants, substantially in the form of Exhibit
        E
        attached
        to this Agreement (or the agreed form of estoppel that is attached to
        a
        Property tenant's lease) containing information that is consistent with
the
        information set forth in the applicable tenant lease and the Rent Roll
(as
        defined in Section
        5.6.6
        below),
        and thereafter use reasonable efforts to obtain,
        prior to the Closing Date, executed tenant estoppel certificates from
        all
        of the then-current Property tenants. Notwithstanding anything to the
        contrary contained in this Agreement, in no event shall Seller be in
default
        hereunder for its failure to obtain all or any of the tenant estoppel
certificates,
        provided, however, that it shall be a condition precedent to Buyer's obligation
        to purchase the Property (which may be waived by Buyer)
        that at least three (3) business days prior to the Closing Date, Seller
shall
        have delivered to Buyer an executed tenant estoppel certificate, not
disclosing
        any material variance with the information forth in the applicable
        tenant lease and the Rent Roll, and not alleging any material, uncured
        default of Seller under such lease (an "Acceptable
        Tenant Estoppel")
        for
        (a)
        tenants occupying not less than seventy-five (75%) of the
        inline leased square footage of the Property; and (b) one hundred percent
        (100%)
        of the Major Anchor Tenants (defined as any tenant leasing 25,000 square
        feet or
        more of floor space on the Property) (the "Required
        Tenant Estoppels"). Notwithstanding
        anything herein to the contrary,
        if that Seller has been unable to obtain (and deliver to Buyer) the Required
        Tenant Estoppels at least three (3) business days prior to the Closing Date,
        and
        Buyer is not willing to waive the Required Tenant Estoppel condition, then
        either party shall have the right to delay the Closing Date by up to thirty
        (30)
        days in order for Seller to continue to attempt to obtain the missing Required
        Tenant Estoppels.

      


      3.6.2
        On
        or before June 5, 2007, Seller shall forward to each owner of stores adjoining
        the Improvements (a "Major
        Occupant") an
        estoppel certificate
        with respect to any reciprocal easement agreement entered into by
        such
        Major Occupant in a form reasonably acceptable to Buyer, containing information
        that is consistent with the reciprocal easement agreement, and thereafter
        use
        reasonable efforts to obtain, prior to the Closing Date, executed estoppel
        certificates (the "REA
        Estoppel Certificates") from
        all
        of the then-current Major Occupants.

      


      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      


       

      Notwithstanding
        anything to the contrary contained in this Agreement, in no event shall Seller
        he in default hereunder for its failure to obtain all or any
        of
        the Estoppel Certificates, provided, however, that it shall be a condition
        precedent to Buyer's obligation to purchase the Property (which may
        be
        waived by Buyer) that prior to the Closing Date, Seller deliver to Buyer
        an
        executed REA Estoppel Certificate from one hundred percent (100%)
        of
        the Major Occupants, not disclosing any material variance with the
        information forth in the reciprocal easement agreement and not alleging any
        material, uncured default of Seller under such reciprocal easement
        agreement (the "Required
        REA Estoppels"). Notwithstanding
        anything
        herein to the contrary, if Seller has been unable to obtain (and deliver
        to Buyer) all Required REA Estoppels at least three (3) business days
        prior to the Closing Date, and Buyer is not willing to waive the Required
        REA Estoppels condition, then either party shall have the right to
        delay
        the Closing Date by up to thirty (30) days in order for Seller to continue
        to
        attempt to obtain the missing Required REA Estoppels.

       

      3.6.3
        Seller agrees to reasonably cooperate with Buyer to obtain from tenants any
        subordination, non-disturbance and attornment agreements ("SNDAs")
        that
        Buyer's lender requests; provided, however, that in no event
        shall Seller be in default hereunder for its failure to obtain all or any
        SNDA
        and
        it shall not be a condition precedent to Buyer's obligation to purchase the
        Property that Seller or Buyer obtain any such SNDA."

       

      
        	
              	
                4.

              	
                Facsimile
                  Signatures; Counterparts.
                  This Amendment may be executed by the
                  electronic exchange of copies hereof bearing the signatures of
                  each of
                  the
                  parties. This Amendment may be executed in several counterparts,
                  each of
                  which shall be deemed an original, and all such counterparts together
                  shall constitute one and the same
                  instrument.

              


      

       

      
        	
              	
                5.

              	
                Governing
                  Law.
                  The validity, interpretation, construction, performance and
                  enforcement of this Amendment and the rights and obligations of
                  the
                  parties hereunder shall be governed in all respects by the law
                  of the
                  State where
                  the Property is located.

              


      

       

      
        	
              	
                6.

              	
                Except
                  as amended herein, all terms and conditions of the Purchase Agreement
                  are
                  and remain unchanged and in full force and effect as
                  therein
                  written.

              


      

       

      



      [End
        of
        Text - Signatures on following page]

      


      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      


       

      IN
        WITNESS WHEREOF, the parties have executed this Amendment this 31st day of
        May,
        2007.

       

      "SELLER"

       

      GLIMCHER
        UNIVERSITY MALL LIMITED PARTNERSHIP, 

      a
        Delaware limited partnership

       

      By:
        GLIMCHER TAMPA, INC., 

      a
        Delaware corporation,

      Its
        sole
        General Partner

       

      By: 
        /s/ Kim A. Rieck

      Kim
        A.
        Rieck

      Senior
        Vice President

       

       

      "BUYER"

       

      SOMERA
        CAPITAL MANAGEMENT, LLC, 

      a
        California limited liability company

       

      By:
        /s/ Julie Lubin

      Julie
        Lubin

      Executive
        Vice President - Finance

      


      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

      

       

      FIFTH
        AMENDMENT TO

      AGREEMENT
        OF SALE AND PURCHASE

       

      This
        Fifth Amendment to Agreement of Sale and Purchase ("Amendment") is made this
        1st
        day of June, 2007, by and between Glimcher University Mall Limited Partnership,
        a Delaware limited partnership ("Seller") and Somera Capital Management,
        LLC,
        a
        California limited liability company ("Buyer")

       

      WHEREAS,
        Seller and Buyer entered into that certain Agreement of Sale and Purchase
        dated April 25, 2007, as amended by that certain First Amendment to Agreement
        of Sale and Purchase dated May 16, 2007, that certain Second Amendment to
        Agreement
        of Sale and Purchase dated May 25, 2007, that certain Third Amendment to
        Agreement
        of Sale and Purchase dated May 30, 2007, and that certain Fourth Amendment
        to Agreement of Sale and Purchase dated May 31, 2007 (the "Purchase Agreement")
        for the sale and purchase of the Real Property commonly known as "University
        Mall" in Tampa, Florida (the "Property"); and

       

      WHEREAS,
        Seller and Buyer desire to amend the terms and conditions of the Purchase
        Agreement, as set forth herein:

       

      NOW,
        THEREFORE, for good and valuable consideration, the receipt and sufficiency
        of which are herby acknowledged by the parties hereto, Seller and Buyer,
        intending
        to be legally bound, do hereby agree as follows:

       

      
        	
              	1.	
                Preamble
                  and Recitals; Definitions.

              


      

       

      
        	 	
                a.

              	
                The
                  preamble and recitals above are incorporated herein as if fully
                  rewritten
                  herein.

              


      

       

      
        	 	
                b.

              	
                Capitalized
                  terms not defined herein shall have the meanings set forth in
                  the Purchase Agreement.

              


      

       

      
        
          
            	
                  	2.	
                    Additional
                      Deposit and Notice of Intention to Proceed.
                      Section 3.5 of the Purchase
                      Agreement is hereby deleted in its entirety, and the following
                      is
                      inserted
                      in its place:

                  


          

        

      

       

      "3.5
        Additional
        Deposit and Notice of Intention to Proceed.
        On
        or
before
        June 4, 2007, Buyer shall deliver to Seller Buyer's Notice of intention to
        proceed with the closing on the purchase of the Property ("Notice
        of Intention to Proceed") and, within one (1) business day after such
        delivery, deposit the Additional Deposit in escrow with the Title Company,
        by wire transfer. If Buyer does not give the Notice of Intention
        to Proceed on or before June 4, 2007 and pay the Additional

      


      
        
          
          

        

        
          -1-

          
            

          

        

        
          
          

        

      

       

      Deposit
        to the Title Company within one (1) business day after such delivery,
        this Agreement shall automatically terminate, the Deposit shall be paid to
        Seller and thereafter the parties shall have no further liabilities under
        this Agreement except pursuant to the obligations and indemnity set forth
        in
        Sections 3.2, 3.4 and 4.9."

       

      
        	
              	
                3.

              	
                Estoppel
                  Certificates.
                  Section 3.6 of the Purchase Agreement is hereby deleted in its
                  entirety,
                  and the following is inserted in its
                  place:

              


      

       

      "Estoppel
        Certificates.

       

      3.6.1
        On
        or before June 8, 2007, Seller shall forward an estoppel certificate
        to all Property tenants, substantially in the form of Exhibit
        E
        attached
        to this Agreement (or the agreed form of estoppel that is attached to
        a
        Property tenant's lease) containing information that is consistent with
the
        information set forth in the applicable tenant lease and the Rent Roll
(as
        defined in Section
        5.6.6
        below),
        and thereafter use reasonable efforts to obtain,
        prior to the Closing Date, executed tenant estoppel certificates from
        all
        of the then-current Property tenants. Notwithstanding anything to the
        contrary contained in this Agreement, in no event shall Seller be in
default
        hereunder for its failure to obtain all or any of the tenant estoppel
certificates,
        provided, however, that it shall be a condition precedent to Buyer's
        obligation to purchase the Property (which may be waived by Buyer)
        that at least three (3) business days prior to the Closing Date, Seller
shall
        have delivered to Buyer an executed tenant estoppel certificate, not
disclosing
        any material variance with the information forth in the applicable
        tenant lease and the Rent Roll, and not alleging any material, uncured
        default of Seller under such lease (an "Acceptable
        Tenant Estoppel")
        for
        (a)
        tenants occupying not less than seventy-five (75%) of the
        inline leased square footage of the Property; and (b) one hundred percent
        (100%)
        of the Major Anchor Tenants (defined as any tenant leasing 25,000 square
        feet or
        more of floor space on the Property) (the "Required
        Tenant Estoppels"). Notwithstanding
        anything herein to the contrary,
        if that Seller has been unable to obtain (and deliver to Buyer) the Required
        Tenant Estoppels at least three (3) business days prior to the Closing Date,
        and
        Buyer is not willing to waive the Required Tenant Estoppel condition, then
        either party shall have the right to delay the Closing
        Date by up to thirty (30) days in order for Seller to continue to attempt
        to obtain the missing Required Tenant Estoppels.

       

      3.6.2
        On
        or before June 8, 2007, Seller shall forward to each owner of stores adjoining
        the Improvements (a "Major
        Occupant") an
        estoppel certificate
        with respect to any reciprocal easement agreement entered into by
        such
        Major Occupant in a form reasonably acceptable to Buyer, containing information
        that is consistent with the reciprocal easement agreement, and thereafter
        use
        reasonable efforts to obtain, prior to the Closing Date, executed estoppel
        certificates (the "REA
        Estoppel

      


      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      


      Certificates")
        from
        all
        of the then-current Major Occupants. Notwithstanding
        anything to the contrary contained in this Agreement, in no
        event
        shall Seller be in default hereunder for its failure to obtain all or
any
        of
        the Estoppel Certificates, provided, however, that it shall be a condition
        precedent to Buyer's obligation to purchase the Property (which may
        be
        waived by Buyer) that prior to the Closing Date, Seller deliver to Buyer
        an
        executed REA Estoppel Certificate from one hundred percent (100%)
        of
        the Major Occupants, not disclosing any material variance with the
        information forth in the reciprocal easement agreement and not alleging any
        material, uncured default of Seller under such reciprocal easement
        agreement (the “Required
        REA Estoppels"). Notwithstanding
        anything herein to the contrary, if Seller has been unable to obtain (and
        deliver to Buyer) all Required REA Estoppels at least three (3) business
        days
        prior to the Closing Date, and Buyer is not willing to waive the Required
        REA Estoppels condition, then either party shall have the right to
        delay
        the Closing Date by up to thirty (30) days in order for Seller to continue
        to attempt to obtain the missing Required REA Estoppels.

       

      3.6.3
        Seller agrees to reasonably cooperate with Buyer to obtain from tenants
        any subordination, non-disturbance and attomment agreements ("SNDAs") that
        Buyer's lender requests; provided, however, that in no event
        shall Seller be in default hereunder for its failure to obtain all or any
        SNDA
        and
        it shall not be a condition precedent to Buyer's obligation to purchase
        the Property that Seller or Buyer obtain any such SNDA."

       

      
        	
              	
                4.

              	
                Facsimile
                  Signatures; Counterparts.
                  This Amendment may be executed by the
                  electronic exchange of copies hereof bearing the signatures of
                  each of
                  the
                  parties. This Amendment may be executed in several counterparts,
                  each of
                  which shall be deemed an original, and all such counterparts together
                  shall constitute one and the same
                  instrument.

              


      

       

      
        	
              	
                5.

              	
                Governing
                  Law.
                  The validity, interpretation, construction, performance and
                  enforcement of this Amendment and the rights and obligations of
                  the
                  parties
                  hereunder shall be governed in all respects by the law of the State
                  where
                  the Property is located.

              


      

       

      
        	
              	
                6.

              	
                Effect
                  of Amendment.
                  Except as amended herein, all terms and conditions
                  of the Purchase Agreement are and remain unchanged and in full
                  force and effect as therein
                  written.

              


      

       

       

      [End
        of
        Text - Signatures on following page]

      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the parties have executed this Amendment this 31st day
        of
        May, 2007.

       

      "SELLER"

       

      GLIMCHER
        UNIVERSITY MALL LIMITED PARTNERSHIP, 

      a
        Delaware limited partnership

       

      By:
        GLIMCHER TAMPA, INC., 

      a
        Delaware corporation,

      Its
        sole
        General Partner

      
         

        By: 
          /s/ Kim A. Rieck

        Kim
          A.
          Rieck

        Senior
          Vice President

         

         

        "BUYER"

         

        SOMERA
          CAPITAL MANAGEMENT, LLC, 

        a
          California limited liability company

         

        By:
          /s/ Julie Lubin

        Julie
          Lubin

        Executive
          Vice President - Finance

      

      


      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

      

       

      SIXTH
        AMENDMENT TO 

      AGREEMENT
        OF SALE AND PURCHASE

       

      This
        Sixth Amendment to Agreement of Sale and Purchase ("Amendment") is made this
        4th
        day
        of June, 2007, by and between Glimcher University Mall Limited Partnership,
        a
•
        Delaware limited partnership ("Seller") and Somera Capital Management, LLC,
        a
        California limited
        liability company ("Buyer")

       

      WHEREAS,
        Seller and Buyer entered into that certain Agreement of Sale and Purchase
        dated
        April 25, 2007, as
        amended
        by that certain First Amendment to Agreement of Sale and Purchase
        dated May 16, 2007, that certain Second Amendment to Agreement of Sale and
        Purchase
        dated May 25, 2007, that certain Third Amendment to Agreement of Sale and
        Purchase dated
        May
        30, 2007, and that certain Fourth Amendment to Agreement of Sale and Purchase
        dated
        May
        31, 2007, and that certain Fifth Amendment to Agreement of Purchase and Sale
        dated June
        1,
        2007
        (the
        'Purchase Agreement") for the sale and purchase of the Real Property
commonly
        known as "University Mall" in Tampa, Florida (the "Property"); and

       

      WHEREAS,
        Seller and Buyer desire to amend the terms and conditions of the Purchase
        Agreement, as set forth herein:

       

      NOW,
        THEREFORE, for good and valuable consideration, the receipt and sufficiency
        of
which
        are
        hereby acknowledged by the parties hereto, Seller and Buyer, intending to
        be
        legally bound, do hereby agree as follows:

       

      
        1.
          Preamble
          and Recitals; Definitions.

      

       

      
        	 	
                a.

              	
                The
                  preamble and recitals above are incorporated herein as if fully
                  rewritten
                  herein.

              


      

       

      
        	 	
                b.

              	
                Capitalized
                  terms not defined herein shall have the meanings set forth in
                  the
                  Purchase Agreement.

              


      

       

       2.
        Additional
        Deposit and Notice of Intention to Proceed.
        Upon
        execution and delivery
        by Seller and Buyer of this Amendment, Buyer will be deemed to have delivered
        its Notice
        of
        Intention to Proceed pursuant to Section 3.5 of the Purchase Agreement, subject
        to the terms
        and
        conditions of the Purchase Agreement. Notwithstanding anything in the Purchase
        Agreement
        to the contrary, on or before June 5, 2007, Buyer shall deposit the Additional
        Deposit in
        escrow
        with the Title Company, by wire transfer. If Buyer does not pay the Additional
        Deposit
        to the Title Company on or before June 5, 2007 this Agreement shall
        automatically terminate, the Deposit shall be paid to Seller and thereafter
        the
        parties shall have no further liabilities under this Agreement except pursuant
        to the obligations and indemnity set forth in Sections 3.2, 3.4 and
        4.9.

       

       3.
        Firestone
        Site.
        On or
        before June 6, 2007, Seller shall deliver to BFS Retail & Commercial
        Operations, LLC ("Firestone") a notice in substantially the form of Exhibit
        A
attached
        to this Amendment.

      


      
        
          
          

        

        
          -1-

          
            

          

        

        
          
          

        

      

       

      4.
        Facsimile
        Signatures; Counterparts.
        This
        Amendment may be executed by the electronic
        exchange of copies hereof bearing the signatures of each of the parties.
        This
Amendment
        may be executed in several counterparts, each of which shall be deemed an
        original, and all such counterparts together shall constitute one and the
        same
        instrument.

       

      5. Governing
        Law.
        The
        validity, interpretation, construction, performance and enforcement of this
        Amendment and the rights and obligations of the parties hereunder shall be
        governed in all respects by the law of the State where the Property is
        located.

       

      6. Effect
        of Amendment.
        Except
        as amended herein, all terms and conditions of the Purchase
        Agreement are and remain unchanged and in full force and effect as therein
        written,

       

      [End
        of Text - Signatures on Following Page]

       

      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the parties have executed this Amendment this 4th
        day
        of
June,
        2007.

       

      "SELLER"
        

       

      GLIMCHER
        UNIVERSITY MALL LIMITED PARTNERSHIP, 

      a
        Delaware limited partnership

       

      By:
        GLIMCHER TAMPA, INC.,
        

      a
        Delaware
        corporation,

      Its
        sole
        General Partner

       

      
        	
                By:

              	
                /s/
                  George Schmidt

                
                  George
                    Schmidt

                  
                    Executive
                      Vice President

                  

                

              


      

       

       

      "BUYER"

       

      SOMERA
        CAPITAL MANAGEMENT, LLC,

      a
        California limited liability company

      
         

        
          	By:	
                  /s/
                    Julie Lubin

                  Julie
                    Lubin

                  Executive
                    Vice President - Finance

                


        

      

      
 

      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      

      
         

        SEVENTH
          AMENDMENT TO

        AGREEMENT
          OF SALE AND PURCHASE

         

        This
          Seventh. Amendment to Agreement of Sale and Purchase (“Amendment”) is made this
          13th day of June, 2007, by and between Glimcher University Mall Limited
          Partnership, a Delaware limited partnership ("Seller") and Somera Capital
          Management, LLC, a California limited liability company ("Buyer").

         

        WHEREAS,
          Seller and Buyer entered into that certain Agreement of Sale and Purchase
          dated
          April 25, 2007, as amended by that certain First Amendment to Agreement
          of Sale
          and Purchase dated May 16, 2007, that certain Second Amendment to Agreement
          of
          Sale and Purchase dated May 25, 2007, that certain Third Amendment to Agreement
          of Sale and Purchase dated May 30, 2007, that certain Fourth Amendment
          to
          Agreement of Sale and Purchase dated May 31, 2007, that certain Fifth Amendment
          to Agreement of Purchase and Sale dated June 1, 2007 and that certain Sixth
          Amendment to Agreement of Purchase and Sale dated June 4, 2007 (the "Purchase
          Agreement") for the sale and purchase of the Real Property commonly known
          as
          "University Mall" located in Tampa, Florida (the "Property"); and

         

        WHEREAS,
          Seller and Buyer desire to amend the terms and conditions of the Purchase
          Agreement, as set forth herein:

         

        NOW,
          THEREFORE, for good and valuable consideration, the receipt and sufficiency
          of
          which are hereby acknowledged by the parties hereto, Seller and Buyer,
          intending
          to be legally bound, do hereby agree as follows:

         

        1.  Preamble
          and Recitals Definitions.

         

        
          	
                   

                	
                  a.

                	
                  The
                    preamble and recitals above are incorporated herein as if fully
                    rewritten
                    herein.

                


        

         

        
          	
                   

                	
                  b.

                	
                  Capitalized
                    terms not defined herein shall have the meanings set forth in
                    the Purchase
                    Agreement.

                


        

         

        2. 
          Correction of Closing Date.

         

        
          	
                   

                	
                  a.

                	
                  Section
                    1.4 of the Purchase Agreement is hereby deleted and replaced
                    in its
                    entirety with the following:

                


        

         

        '"Closing
          Date" means not later than June 28, 2007, subject to extension
          as provided in Section 4.2 (or any other date which is approved in
          writing by both Buyer and Seller.'

         

        
          	
                   

                	
                  b.

                	
                  Section
                    4.2 of the Purchase Agreement is hereby deleted and replaced
                    in its
                    entirety with the following:

                


        

        


        
          
            
            

          

          
            -1-

            
              

            

          

          
            
            

          

        

         

        "Closing
          Date. The Closing shall occur through Escrow on the Closing Date. At Buyer's
          election, Buyer may postpone the Closing Date from June 28, 2007 to July
          12,
          2007 by causing the following to occur on or before June 27, 2007: (i)
          delivery
          to Seller of Buyer's Notice of its election to postpone Closing; and (ii)
          payment into escrow with the Title Company, by wire transfer, of the sum
          of One
          Million Dollars ($1,000,000.00) (the "Second Additional
          Deposit"). Upon receipt by the Title Company, the
          Second Additional Deposit shall be deemed included in the Deposit for all
          purposes under this Agreement."

         

        3.
           Facsimile Signatures: Counterparts. This Amendment may be executed
          by the electronic exchange of copies hereof bearing the signatures of each
          of
          the parties. This Amendment may be executed in several counterparts, each
          of
          which shall be deemed an original, and all such counterparts together shall
          constitute one and the same instrument.

         

        4.  Governing
          Law. The validity, interpretation, construction, performance and enforcement
          of this Amendment and the rights and obligations of the parties hereunder
          shall
          be governed in all respects by the law of the State where the Property
          is
          located.

         

        5.  Effect
          of Amendment. Except as amended herein, ail terms and conditions of the
          Purchase Agreement are and remain unchanged and in full force and effect
          as
          therein written.

         

         

        [End
          of Text - Signatures on Following Page]

        


        
          
            
            

          

          
            -2-

            
              

            

          

          
            
            

          

        

         

        IN
          WITNESS WHEREOF, the parties have executed this Amendment this 13th day
          of June,
          2007.

         

        "SELLER"

         

        GLIMCHER
          UNIVERSITY MALL LIMITED PARTNERSHIP,

        a
          Delaware limited partnership

         

        
          	
                   

                	
                  By:

                	
                  GLIMCHER
                    TAMPA, INC., 

                  a
                    Delaware corporation,

                


        

        Its
          sole
          General Partner

         

        
          
            	
                  	
                    By:

                  	
                    Kim
                      A. Rieck

                    
                      Kim
                        A. Rieck

                      Senior
                        Vice President

                    

                  


          

           

        

         

        "BUYER"

         

        SOMERA
          CAPITAL MANAGEMENT, LLC, 

        a
          California limited liability company

         

        
          	
                	
                  By:

                	
                  David
                    A. Brown
                    David
                      A. Brown

                    Manager

                  

                


        

         

         

         

      

       

      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        B 

       

      LEGAL
        DESCRIPTION

       

      PARCEL
        I (TRACT 1)

      A
        parcel
        consisting of part of the Southeast Quarter of Section 7 and part of the
        Southwest
        Quarter of Section 8, Township 28 South, Range 19 East, Hillsborough
County,
        Florida, described as follows:

      From
        the
        Southeast corner of said Section 7, run North 00° 08' 00" East along the East
        boundary of said Southeast Quarter of Section 7 for a distance of 71.28 feet
        to
        a point, which point is on the North right-of-way line of State Road 582;
        thence
        run North 89° 46' 02"
        West
        along said North right-of-way line for a distance of 250.40 feet; thence
        run
South
        00°
13' 58" West along said right-of-way line for a distance of 10.00 feet; thence
        run North 89° 46' 02" West along said right-of-way line for a distance of 167.33
        feet to the
        principal point and place of beginning of the following description; thence
        continuing along
        said North line North 89° 46' 02" West for a distance of 15.56 feet to a point;
thence
        North 00° 10' 49" East a distance of 186.22 feet to a point; thence North 89°
39' 23"
        West
        for a distance of 248.16 feet to a point; thence South 00° 22' 13" West for a
        distance of 186.70 feet to a point on the North right-of-way line of Fowler
        Avenue (State Route 582); thence run with said right-of-way North 89° 46' 02"
        West for a distance of 622.12 feet to a point which is 30.00 feet East of
        the
        West boundary of the Southeast Quarter of the Southeast Quarter of Section
        7;
        thence run North 00° 09' 30" East parallel to
        said
        West boundary of the Southeast Quarter of the Southeast Quarter of Section
        7 for
a
        distance of 403.94 feet; thence North 89° 46' 02" West for a distance of 30.00
        feet to a point
        on
        the West boundary of the Southeast Quarter of the Southeast Quarter of Section
        7;
        thence
        run North 00° 09' 30" East along said west boundary of the Southeast Quarter
of
        the
        Southeast Quarter of Section 7 for a distance of 844.91 feet to a point which
        is
25.00
        feet South of the North boundary of said Southeast Quarter of the Southeast
        Quarter
        of Section 7; thence run South 89° 34' 59" East parallel to said North boundary
        of the Southeast Quarter of the Southeast Quarter of Section 7 for a distance
        of
        399.99 feet; thence run Northeasterly along the arc of a curve to the left
        (radius -310.00 feet) for a distance
        of 162.32 feet (chord - 160.47 feet, chord bearing North 75° 25' 01" East);
thence
        run North 60° 25' 01" East for a distance of 363.00 feet; thence 97.33 feet
        along an
        arc to
        the right having a radius of 410.00 feet and a chord of 97.11 feet bearing
        North
        67° 13' 05" East; thence run North 00° l3' 58" East for a distance of 88.72 feet
        to a point; thence run South 89° 34' 59" East for a distance of 3.33 feet to a
        point; thence run North 00°
07'
        35" East for a distance of 482.33 feet to a point; thence run South 89° 46' 02"
        East for
        a
        distance of 1035.23 feet to a point; thence run South 00° 03' 54" East for a
        distance of
        114.46
        feet; thence run South 89° 56' 57" West for a distance of 140.01 feet; thence
run
        South
        42° 55' 38" West for a distance of 20.01 feet; thence run North 89° 45' 51"
West
        for
        a distance of 494.43 feet; thence run South 00° 07' 46" West for a distance of
26.25
        feet; thence run South 43° 15' 06" East for a distance of 46.72 feet; thence run
South
        89°
45' 51" East for a distance of 174.51 feet; thence run South 00° 03' 55" East
        for a
        distance of 276.97 feet; thence run North 89° 46' 02" West for a distance of
        82.84 feet to
        a
        point; thence run North 00° 13' 58" East for a distance of 9.00 feet to a point;
        thence run North 89° 46' 02" West for a distance of 94.50 feet to a point;
        thence run South 00°

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      13'
        58"
        West for a distance of 9.00 feet to a point; thence run North 89° 46' 02" West
        for a
        distance of 407.49 feet to a point; thence run South 00° 13' 58" West for a
        distance of 194.48 feet to a point; thence run North 89° 51' 48" West for a
        distance of 83.49 feet; thence run South 00° 08' 12" West for a distance of
        202.71 feet; thence run South 89° 51' 48" East for a distance of 18.00 feet;
        thence run South 00° 08' 12" West for a distance of 36.00
        feet; thence run South 89° 51'48" East for a distance of 42.25 feet; thence run
South
        00°
08' 12" West for a distance of 4.72 feet; thence run South 89° 46' 02" East for
        a distance
        of 281.88 feet to a point; thence run North 00° 13' 58" East for a distance of
89.65
        feet to a point; thence run South 89° 46' 02" East for a distance of 21.00 feet
        to a point;
        thence run South 00° 13' 58" West for a distance of 34.64 feet to a point;
        thence run
        South
        89° 46' 02" East for a distance of 278.97 feet to a point; thence run South 00°
13'
        58"
        West for a distance of 179.74 feet to a point; thence run South 89° 46' 02" East
for
        a
        distance of 50.00 feet to a point; thence run North 00° 13' 58" East for a
        distance of 17.50 feet to a point; thence run South 89° 46' 02" East for a
        distance of 77.66 feet to a point;
        thence run South 48° 57' 07.7" East for a distance of 72.67 feet to a point;
        thence run South 89° 46' 02" East for a distance of 267.00 feet to a point;
        thence run North 21° 26'
        35"
        East for a distance of 134.08 feet to a point; thence North 00° 13' 58" East for
        a distance
        of 423.83 feet to a point; thence run South 45° 01' 08" East for a distance of
108.85
        feet to a point; thence run 288.60 feet along an arc to the right having
        a
        radius of 1080.00
        feet and a chord of 287.74 feet bearing South 67° 40' 27.6" East; thence run
South
        60°
01' 08" East for a distance of 266.78 feet to a point which is 25.00 feet
        South
of
        the
        North boundary of said Southwest Quarter of the Southwest Quarter of Section
        8;
thence
        run North 89° 58' 52" East, parallel to said North Boundary of the Southwest
Quarter
        of the Southwest Quarter of Section 8, for a distance of 60.00 feet to a
        point
        on the
        East
        boundary of said Southwest Quarter of the Southwest Quarter of Section 8;
        thence
        run South 00° 08' 05" West along said East boundary of the Southwest Quarter of
the
        Southwest Quarter of Section 8, for a distance of 1249.92 feet to a point
        on
        said North right-of-way
        line; thence run North 89° 47' 00" West along said North right-of-way line
for
        a
        distance of 60.00 feet; thence run North 00° 08' 05" East, parallel to said East
boundary
        of the Southwest Quarter of the Southwest Quarter of Section 8, for a distance
        of
        1197.21 feet; thence run North 60° 01' 08" West for distance of 261.14 feet to a
        point; thence
        run North 65° 01' 08" West for a distance of 203.07 feet to a point; thence run
North
        75°
01' 08" West for a distance of 142.66 feet to a point; thence run South 00° 13'
        58" West for a distance of 252.59 feet to a point; thence run North 89° 46' 02"
        West for a distance
        of 14.66 feet to a point; thence run South 00° 13' 58" West for a distance of
975.78
        feet to a point; thence run South 89° 46' 00" East for a distance of 43.42 feet
        to a point; thence run South 24° 02' 00" East for a distance of 57.75 feet to a
        point; thence run South 00° 13' 00" West for a distance of 167.25 feet to a
        point on the North right-of-way line of Fowler Avenue (State Route 582);
        thence
        run North 89° 47' 00" West along said North line for a distance of 225.70 feet
        to a point; thence run North 00° 08' 00" East for a distance
        of 184.62 feet to a point; thence run North 89° 39' 54" West for a distance of
182.29
        feet to a point; thence run South 00° 08' 00" West for a distance of 10.00 feet;
thence
        run North 89° 47' 00" West for a distance of 335.00 feet to a point; thence
        South 00'
        08'
        00" West for a distance of 175.00 feet to a point on the aforementioned North
        right-of-way line; thence run North 89° 47' 00" West along said North line for a
        distance of 30.00 feet to a point: thence run North 00° 08' 00" East for a
        distance of 199.07 feet to 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      a
        point;
        thence run South 89° 47' 00" East for a distance of 350.07 feet to a point;
        thence run North 00° 13' 00" East for a distance of 350.00 feet to a point;
        thence run North 89° 46'
        02"
        West for a distance of 241.99 feet to a point; thence run North 00° 13' 58" East
for
        a
        distance of 38.00 feet to a point; thence run North 89° 46' 02" West for a
        distance of 15.00 feet to a point; thence run North 00° 13' 58" East for a
        distance of 95.16 feet to a point;
        thence run North 89° 46' 02" West for a distance of 75.00 feet to a point;
        thence run North 00° 13' 58" East for a distance of 50.00 feet to a point;
        thence run North 89° 46'
        02"
        West for a distance of 127.00 feet to a point; thence run South 00° 13' 58" West
for
        a
        distance of 50.00 feet to a point; thence run North 89° 46' 02" West for a
        distance of 100.00 feet to a point; thence run South 00° 13' 58" West for a
        distance of 70.00 feet to a point; thence run North 89° 46' 02" West for a
        distance of 100.00 feet to a point: thence run
        South
        00° 13' 58" West for a distance of 76.16 feet to a point; thence run North 89°
46' 02" West for a distance of 108.38 feet to a point; thence run South 00° 13'
        58" West for
        a
        distance of 536.17 feet to the POINT OF BEGINNING.

      Containing
        54.230 acres, more or less. (All acreage referred to herein is for information
        purposes only)

      Bearings
        are based on the East Line of the Southeast Quarter of Section 7, Township
        21
        South, Range 19 East, as being North 00° 08' 00" East, per Official Record Book
        2795, Page 119, of the Public Records of Hillsborough County,
        Florida.

       

      PARCEL
        II (TRACT 3)

      A
        parcel
        consisting of part of the Southwest Quarter of Section 8, Township 28 South,
        Range 19 East, Hillsborough County, Florida, described as follows:

      Commence
        at the Southwest corner of Section 8, Township 28 South, Range 19 East,
thence
        run North 00° 08' 00" East for a distance of 61.28 feet to a point in the
        right-of-way
        of
        said Fowler Avenue; thence, with said right-of-way, run South 89° 47' 00" East
        for a distance of 365.00 feet to the POINT OF BEGINNING; thence run North
        00°
08' 00"
        East
        for a distance of 175.00 feet to a point; thence run North 00° 08' 00" East for
        a distance
        of 10.00 feet to a point; thence run South 89° 39' 54" East for a distance of
182.29
        feet to a point; thence run South 00° 08' 00" West for a distance of 184.62 feet
        to a
        point
        in the said right-of-way of Fowler Avenue; thence, with said right-of-way,
        run
        North 89° 47' 00" West for a distance of 182.30 feet to the POINT OF
        BEGINNING.

      Containing
        0.773 acres, more or less. (All acreage referenced herein is for information
        purposes only)

       

      Bearings
        are based on the East Line of the Southeast Quarter of Section 7, Township
        28
        South, Range 19 East, as being North 00° 08' 00" East, per Official Record Book
        2795, Page 119, of the Public Records of Hillsborough County,
        Florida.

       

      PARCEL
        III (TRACT 4) - INTENTIONALLY DELETED 

       

      PARCEL
        IV (TRACT 5) - INTENTIONALLY DELETED

       

      PARCEL
        V

      An
        Access
        Easement for the benefit of Parcel I, for purposes of ingress and egress
        as set
        forth in instrument recorded July 23, 1982 in Official Record Book 3975,
        Page
        1882, of

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      the
        Public Records of Hillsborough County, Florida, described as
        follows:

      A
        parcel
        consisting of part of the Southeast 1/4 of Section 7, and part of the Southwest
        1/4
        of
        Section 8, Township 28 South, Range 19 East, Hillsborough County, Florida,
        described
        as follows: From the Northeast corner of the Northwest 1/4 of the Southwest
        1/4
        of
        said Section 8, thence North 89° 56' 41" West along the North line of the
Northwest
        1/4 of the Southwest 1/4 of said Section 8 a distance of 1331.73 feet to
        the
        Northeast corner of the Northeast 1/4 of the Southeast 1/4 of Section 7,
        said
        point also being the principal point and place of beginning of the following
        description:

      Thence
        South 89° 56' 41" East along the North line of the Northwest 1/4 of the
        Southwest 1/4
        of
        said Section 8, a distance of 30.00 feet to a point; thence South 0° 07' 35"
        West a distance of 523.92 feet to a point; thence North 89° 46' 02" West a
        distance of 60.00 feet to a point; thence North 0° 07' 35" East a distance of
        523.74 feet to a point on the North line of the Northeast 1/4 of the Southeast
        1/4 of Section 7; thence South 89° 41' 16" East along said North line a distance
        of 30.00 feet to the Point of Beginning.

      Containing
        0.72 acres of land, more or less, but subject to all legal highways and
easements
        of record. (All reference to acreage is for informational purposes only)
        Easements
        for use of common areas as set forth in Article 24 of the Amended and
Restated
        Operating Agreement by and among University Square Partners, Allied Stores
        General Real Estate Company, Sears, Roebuck & Co., Dillard Department
        Stores, Inc., Construction Developers, Incorporated, and Montgomery Ward
        Land
        Corporation dated September 5, 1995 and recorded December 2, 1996 in Official
        Record Book 8371, Page 635, of the Public Records of Hillsborough County,
        Florida.

       

      PARCEL
        VII

      Non-Exclusive
        Easement for ingress and egress created by that certain Memorandum of Agreement
        between University Square Associates and G. A. Investments, Inc., dated February
        4, 1980 and recorded in Official Record Book 3627, Page 399, as corrected
        by
Corrective
        Agreement, dated March 17, 1981 and recorded in Official Record Book
3807,
        Page 713, both of the Public Records of Hillsborough County, Florida, over
        and
        across the following described parcel of land:

      A
        tract
        of land in the Southwest 1/4 of Section 8, Township 28 South, Range 19 East,
        Hillsborough County, Florida, being described as follows:

      For
        a
        point of reference commence at the Southwest corner of Section 8, Township
        28
        South, Range 19 East; run thence with the West boundary of Section 8, North
        00°
08' 00" East,
        61.28 feet to a point on the North right-of-way line of Fowler Avenue as
        established on September 27, 1967; thence with said right-of-way line South
        89°
47' 00" East, 205.00 feet
        for
        a point of beginning:

      Thence
        North 00° 08' 00" East, 175.00 feet; thence South 89° 47' 00" East, 30.00 feet;
thence
        South 00° 08' 00" West, 175.00 feet to the North right-of-way line of Fowler
        Avenue; thence with said right-of-way line North 89° 47' 00" West, 30.00 feet to
        the point
        of
        beginning.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      EXHIBIT
        G 

      FORM
        OF BILL OF SALE

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        "G"

       

      BILL
        OF SALE AND GENERAL ASSIGNMENT

       

      This
        BILL
        OF SALE AND GENERAL ASSIGNMENT ("Assignment")
        is
        made and entered into as of the
        ____
day
        of,
        ______________2006 ("Effective Date"), by and between GLIMCHER UNIVERSITY
        MALL LIMITED PARTNERSHIP, a Delaware limited partnership, ("Assignor")
        and
        _______________,  a
        ________________ ("Assignee").

       

      RECITALS:

       

      A. Assignor
        and Assignee entered into that certain Agreement of Sale and Purchase and
        Joint
Escrow
        Instructions dated ________________,
        2006
("Agreement")
        with
        respect to the sale of the "Property"
        described therein.

       

      B. Assignor
        desires to assign and transfer to the Assignee all of Assignor's right, title
        and interest in and to the Intangible Property, Contracts, Leases, Security
        Deposits and Personal Property, as such terms are defined in the Agreement,
        and
        Assignee desire to accept such assignment and to assume and perform all of
        Assignor's covenants and obligations in and under the Contracts and Leases
        from
        and after the date hereof.

       

      NOW,
        THEREFORE, in consideration of the foregoing recitals and for other good
        and
        valuable consideration, the receipt and sufficiency of which are hereby
        acknowledged, Assignor and Assignee hereby agree as follows:

       

      1.
        Assignor hereby assigns and transfers to Assignee all of Assignor's right,
        title
        and interest in and
        to
        the Intangible Property, Contracts, Leases, Security Deposits and Personal
        Property.

       

      2.
        Assignee hereby accepts the above assignment and expressly assume and covenant
        to keep, perform,
        fulfill and discharge all of the terms, covenants, conditions and obligations
        required to be kept,
        performed, fulfilled and discharged by Assignor under the Contracts and the
        Leases from and after
        the
        date hereof. A list of the Contracts and Leases to be assigned by Assignor
        to
        Assignee and assumed by Assignee is set forth on Schedule
        "1" to
        this
        Assignment.

       

      3. Assignor
        represents and warrants to Assignee:

      
        	 	
                (a)

              	
                that
                  Assignor is the owner and holder of the lessor interest in and
                  to the
                  Leases and
                  has the full right, power and authority to assign the same as herein
                  provided; and

              


      

      
        	 	
                (b)

              	
                that
                  there are no leases, tenancies, occupancies, licenses, concessions,
                  offers
                  to lease,
                  letters of intent or other like commitments affecting the Property,
                  except
                  for the Leases.

              


      

      
        	 	
                (c)

              	
                that
                  the Intangible Property and the Personal Property are free and
                  clear from
                  all encumbrances
                  and that Assignor does warrant and will forever defend the same
                  to
                  Assignee against the lawful claims and demands of all persons
                  whatsoever;

              


      

       

      4. Indemnification.

      
        	
              	(a)	
                By
                  Assignor. Assignor hereby agrees to defend, indemnify and hold
                  harmless
                  Assignee
                  from and against all liability, loss, cost, damage or expense arising
                  out
                  of or resulting from the breach by Assignor of: (i) any of Assignor's
                  representations
                  or warranties contained herein; or (ii) any obligations
                  of

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Assignor
        under the Contracts, or as landlord under the Leases, arising prior to
the
        Effective Date.

      
        	
              	(b)	
                By
                  Assignee. Assignee hereby agrees to defend, indemnify and hold
                  harmless
                  Assignor
                  from and against all liability, loss, cost, damage or expense arising
                  out
                  of
                  or resulting from any obligations of Assignee under the Contracts,
                  or as
                  landlord
                  under the Leases, arising from and after the Effective
                  Date.

              


      

       

      5.
        This
        Agreement shall be binding upon and inure to the benefit of Assignor and
        Assignee, and their
        respective legal representatives, successors, and assigns.

       

      IN
        WITNESS WHEREOF, Assignor and Assignee have duly executed this Assignment
        as of
        the day and year first above written.

       

      
        	
                "ASSIGNOR"

                 

                GLIMCHER
                  UNIVERSITY MALL LIMITED PARTNERSHIP,
                  

                a
                  Delaware limited partnership

                 

                By
                  GLIMCHER TAMPA, INC., 

                a
                  Delaware corporation, its sole General Partner

                 

                By:
                  /s/
                  Michael P. Glimcher

                Michael
                  P. Glimcher

                President
                  and Chief Executive Officer

              	
                "ASSIGNEE"

                 

                ____________________________________________

              


      

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      SCHEDULE
        "1" TO BILL OF SALE

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      EXHIBIT
        "H”

       

       

      FORM
        OF GUARANTY OF LEASE

       

      Ohio
        Entertainment Corporation (Tenant”) is the tenant under that certain Lease dated
        February 1, 1995, as amended, between Tenant and Somera Capital Management,
        LLC,
        as Landlord (“Somera”), for
        premises located in University Mall, Tampa, Florida (“Theatre Lease”). Tenant is
        a wholly owned subsidiary
        of Glimcher Properties Limited Partnership ("Guarantor”). In consideration of
        Somera closing
        on the purchase of University Mall, Guarantor hereby unconditionally and
        absolutely guarantees unto Somera, it successors and assigns, the full, prompt
        and complete payment by Tenant of the Annual Minimum
        Rental only due under the Theatre Lease for the current term thereof, that
        expires December 31,
        2011,
        in the amount of One Million, Fifty-four Thousand Sixty-eight Dollars
        ($1,054,068) per year, if,
        and
        only if, Tenant fails to pay the same after commercially reasonable collections
        attempts by Somera.
        Guarantor shall have no obligation for the performance of any other obligation
        of Tenant under the Theatre Lease.

       

      Guarantor’s
        obligations hereunder are subject to any and all defenses to any claims that
        are
available
        to Tenant under the Theatre Lease.

       

      This
        Guaranty shall be binding upon Guarantor, Guarantor's successors and assigns,
        and shall inure
        to
        the benefit of Somera, its successors and assigns, and to the benefit of
        any
        successor to the interest
        of Somera under the Lease.

       

      Signed
        And Acknowledged 

      In
        The
        Presence Of:

       

      GUARANTOR:

       

      GLIMCHER
        UNIVERSITY MALL LIMITED PARTNERSHIP 

      a
        Delaware limited partnership

       

      By:
        GLIMCHER TAMPA, INC.

      a
        Delaware corporation, its sole General Partner

       

      By:
        /s/ George A. Schmidt

      George
        A.
        Schmidt

      Executive
        Vice President

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      MANAGEMENT
        AGREEMENT

       

      by
        and
        between

       

      [TBD],
        LLC

       

      as
        Owner

       

      And

       

      GLIMCHER
        PROPERTIES LIMITED PARTNERSHIP

       

      as
        Manager

       

      for

       

      UNIVERSITY
        MALL

       

      TAMPA,
        FLORIDA

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         
TABLE
        OF
        CONTENTS

       

      xxxxx

      


      
        
          
          

        

        
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      MANAGEMENT
        AGREEMENT

       

      THIS
        AGREEMENT made as of the ____ day of _______________ 2007
        (hereinafter referred to
        as the
        "Effective Date"), by and between,     
[TBD]    
          LLC, a
        ______________ limited
        liability company (hereinafter referred to as "Owner"), and GLIMCHER PROPERTIES
        LIMITED PARTNERSHIP, a Delaware limited partnership ("GPLP" or
        "Manager").

       

      RECITALS

       

      
        	 	
                A.

              	
                Owner
                  is the fee owner of certain lands situated in the City of Tampa,
                  Hillsborough
                  County, Florida (hereinafter referred to as the 'Premises") on
                  which
                  is
                  situated an enclosed regional mall shopping center generally known
                  as
                  University
                  Mall (hereinafter referred to as "Shopping Center");
                  and

              


      

       

      
        	 	
                B.

              	
                Manager
                  is experienced in providing management services to shopping centers,
                  which
                  management services are more particularly described in Article
                  2 hereof;
                  and

              


      

       

      
        	 	
                C.

              	
                Owner,
                  and Manager desire to provide herein for the management, operation,
                  and
                  maintenance, of the Shopping
                  Center.

              


      

       

      NOW
        THEREFORE, in consideration of the mutual promises hereinafter contained
        and
other
        good and valuable consideration, the receipt and sufficiency of which is
        hereby
acknowledged,
        the parties hereto, intending to be legally bound hereby, covenant and agree
        as
        follows:

       

      ARTICLE
        1

      TERM

       

      1.1
        TERM:
        The
        term of this Agreement shall commence on the Effective Date and shall
        continue until the earlier to occur of: (i) ____________,
        2008
        (date that is 12 months from the closing
        date); or (ii) a termination pursuant to the provisions of Section 7.13 below.
        Thereafter, this Agreement shall continue on a month-to-month basis and either
        party shall have the right to terminate this Agreement upon thirty (30) days
        notice to the other party.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ARTICLE
        2

      MANAGEMENT
        SERVICES

       

      2.1
        APPOINTMENT OF MANAGER: Owner hereby appoints Manager as its sole and
        exclusive agent for the performance of the duties and obligations set forth
        in
        this Agreement and hereby authorizes Manager to exercise such powers with
        respect to the Shopping Center as may be necessary for the performance of
        Manager's duties and obligations hereunder.

       

      In
        performing the Management Services (as hereinafter defined) Manager is, and
        at
        all times shall be, acting as an independent contractor employed by Owner.
        Manager, in performing Management
        Services, shall have no apparent, inherent, or ostensible authority but shall
        be
limited
        in its authority to the express grants of authority provided in this Agreement.
        Manager will
        not
        take any actions, pertaining to the management of the Shopping Center in
        contravention of this Agreement.

       

      2.2
        RESTRICTIONS ON AUTHORITY:

       

      a. Manager,
        in performing the Management Services, without limiting the generality of
        the
        preceding section, may not:

       

      (i) commingle
        funds belonging to Owner with funds belonging to Manager or with funds belonging
        to others; or

       

      (ii) hold
        itself out as having any relationship with Owner except as expressly provided
        in
        this Agreement.

       

      b. Manager
        shall not, without the prior written approval of Owner:

       

      (i) sell,
        exchange, or otherwise dispose of, grant any purchase rights, rights of first
        refusal to purchase or to approve any offer to purchase or exchange the Premises
        or any material portion thereof or to lease all or substantially all of the
        Shopping Center in a single transaction;

       

      (ii) mortgage,
        pledge, or otherwise encumber all or any part of or interest in the
        Shopping Center other than pursuant to leases;

       

      (iii) cause
        to
        be made any repairs, capital improvements, alterations, demolition,
        renovations, or reconstruction of the Shopping Center other than substantially
        in
        accordance with the Annual Operating Budget (as defined in the Operating
        Agreement);

       

      (iv) settle
        or
        compromise any insurance claim or legal proceedings brought by or against
        Owner,
        the Shopping Center or other property of Owner where the settlement amount
        shall
        exceed the greater of (1) $30,000 or (2) the amount, if any, that shall be
        provided in the Annual Operating Budget;

      


      
        
          
          

        

        
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      (v) voluntarily
        prepay the outstanding principal balance of any mortgage encumbering the
        Shopping Center or any other debt (other than trade debt paid in the ordinary
        course of business) of Owner;

       

      (vi) cause
        the
        layout or plans for the Shopping Center to be amended, supplemented
        or otherwise modified;

       

      (vii) make
        a
        material tax election or select or modify accounting methods for the
        Shopping Center or Owner; or

       

      (viii) file
        or
        contest any reassessment or other adjustment of real estate taxes for the
        Shopping Center.

       

      2.3
        AUTHORIZED MANAGEMENT SERVICES: In its capacity as agent for a disclosed
        principal, Manager shall perform the following services (herein called,
        collectively "Management Services"), in a manner consistent with that typically
        employed in the operation of a first class shopping center, using reasonable
        care and diligence, all subject to the terms of this Agreement and in accordance
        with the Annual Operating Budget:

       

      a. Manager
        shall maintain liaison with the leasing, design and construction staffs,
        and
        all
        special consultants of Owner, as may be desirable or necessary for the
        successful performance
        of Manager's responsibilities for the operation and management of the Shopping
        Center. Owner recognizes that the use of said staffs and consultants involves
        extraordinary costs which are not included in the Management Fee as described
        in
        this Article, and agrees that these services,
        so long as they are specifically enumerated in the Annual Operating Budget,
        will
        be paid
        for
        as provided for in this Agreement. Manager shall obtain Owner’s prior written
        consent before entering into any third-party agreements for amounts in excess
        of
        Ten Thousand Dollars ($10,000.00), and shall not enter into any such agreement
        for a period longer than one (1) year; provided, however, that Owner
        acknowledges that Seller will contract with companies affiliated with Manager
        for housekeeping and security services, for fees customarily paid by Manager
        to
        such companies. Owner agrees to notify Manager of any deficiencies in the
        performance of such housekeeping
        and securities companies. Manager agrees that Owner shall have the right
        to
require
        Manager to terminate its agreement with such housekeeping and securities
        companies ninety (90) days after the Effective Date if Owner, in its sole
        discretion, is not satisfied with the performance of such
        companies.

       

      b. On
        or
        before November 15th of each year, Manager shall prepare and submit to Owner
        for
        its approval, a Shopping Center Budget (hereinafter referred to as "Budget")
        setting forth
        in
        sufficient detail the estimated operating receipts and expenditures for the
        Shopping Center
        for the next succeeding fiscal year. The Budget shall describe in separate
        categories those expenditures of an on-going nature ("Operating Expenses"),
        those of a capital nature ("Capital Expense"), and those of a non-recurring
        or
        non-routine nature ("Extraordinary Expenses"), along with the approximate
        dates
        funds for the expenditures will be needed.

      


      
        
          
          

        

        
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      c. Manager
        shall be authorized to only make those expenditures and to incur only
those
        obligations provided for in the Annual Operating Budget; provided, however,
        that
        Manager shall not exceed, in any category, the expenditure limits set forth
        in
        the Annual Operating Budget without
        the approval of Owner. In the event of an emergency, Manager will use
        commercially reasonable
        attempts to contact Owner’s representative, ___________________,
        at
Ph.:___________,
        to
        obtain prior approval of any expenditure . If such prior approval
        cannot be obtained after commercially reasonably attempts, Manager shall
        be
authorized
        to expend up to an aggregate of $50,000 in connection with each such emergency.
        Manager
        shall notify Owner in the event of such an emergency as soon as possible
        (but in
        no event
        later than five (5) days after the occurrence thereof) setting forth the
        details
        of the emergency
        and the expenditure made in connection therewith. If by December 31st of
        any
        year the
        Annual Operating Budget for any succeeding year has not been approved by
        Owner,
        the Annual
        Operating Budget for the preceding year shall continue to govern until a
        new
        Annual Operating Budget is approved.

       

      d. Manager
        shall use commercially reasonable efforts to collect all fixed rents,
percentage
        rents and other sums, including, without limitation, common area maintenance
        charges,
        heating, ventilating and air conditioning charges, and contributions for
        or
        pro-rata shares of,
        as
        the case may be, common advertising/promotional fees, taxes and insurance,
        whether payable
        as additional rent or otherwise, payable (i) by tenants under their respective
        leases and other agreements, or (ii) by other parties under license, service
        or
        other agreements, and obtain and
        review statements of sales furnished by tenants to support their payment
        of
        percentage rentals
        or other sums and deductions, and, except as set forth in the last paragraph
        of
        this subsection,
        deposit promptly the sums collected in a commercial bank account (hereinafter
        referred
        to as "Account") for the Shopping Center at a bank chosen by Manager with
        Owner's approval. Manager agrees to use reasonable efforts to adhere to the
        policies and procedures set forth in the memoranda attached hereto as
Exhibit
        A and
        made
        a part hereof.

       

      e. Enforce
        by reasonable means the performance by the various tenants of all requirements
        of their respective leases and the observance of all rules and regulations
        of
        the Shopping Center, by all reasonable means other than the commencement
        of
        legal proceedings, provided that Manager shall not, without prior written
        approval of Owner, terminate any lease or give formal notice of default which
        would cause such lease to be terminated.

       

      f. Cause
        the
        Shopping Center to be maintained in good operating condition and supervise
        the
        maintenance thereof, and hire such persons, firms or corporations and purchase
        or lease such equipment and supplies at reasonable rates and costs prevailing
        in
        the industry as may be
        necessary or desirable to accomplish such purposes. Manager shall not, without
        the prior written
        approval of Owner, enter into any maintenance or service contract that exceeds
        one (1) years in duration. All such maintenance shall be performed as required
        pursuant to any lease affecting the Shopping Center.

       

      g. Use
        good
        faith efforts to render monthly reports (including but not limited to a
monthly
        income and expense statement, a monthly cash receipts report, and a monthly
        aging report)
        relating to the management and operation of the Shopping Center for the
        preceding

      


      
        
          
          

        

        
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      calendar
        month, on or before the twentieth (20th) day of each month, in a form
        satisfactory to Owner. If Owner specifies report formats requiring revision
        to
        Manager's standardized report formats, Owner shall reimburse Manager for
        the
        cost to convert such formats in order to provide the requested report format.
        Such reports will be prepared from the books, records and accounts maintained
        by
        Manager for the Shopping Center, which shall be kept in accordance with the
        reasonable requirements of Owner and preserved for at least three (3) years
        after the end of the applicable
        fiscal year. Owner shall have the right during any fiscal year and for the
        aforesaid three
        (3)
        year period following each respective fiscal year, to audit and examine at
        its
        sole cost and
        expense, such books and records, including, without limitation, the right
        to
        copy any portion or
        portions thereof, at reasonable times during business hours upon, but not
        less
        than three (3) days'
        prior notice.

       

      h. Comply
        with the terms and provisions contained in any mortgage loan placed on the
        Shopping Center by Owner and agree to subordinate this Agreement to any such
        mortgage loan.

       

      i. Assist
        Owner in procuring, at Owner's sole expense, a comprehensive general
liability
        insurance policy, insuring both Owner and Manager for the term of this
        Agreement. Such
        policy shall provide not less than the following limits and
        coverages:

       

      Direct,
        Contingent and Contractual

      
        	
              	Bodily
                Injury Liability	
                $10,000,000
                  per occurrence

              


      

       

      Direct,
        Contingent and Contractual

      
        	
              	Premises
                Damage Liability	
                $1,000,000
                  per occurrence

              


      

       

      and
        assist Owner in procuring, at Owner's sole expense, property insurance and
        other
        insurance as
        directed by Owner.

       

      Once
        obtained by Owner, Manager will administer the Shopping Center insurance
        program
        as required by Owner. In the event Owner fails to maintain insurance as provided
        for herein and if Owner fails to correct such default after reasonable notice
        from Manager, Manager may purchase such insurance at Owner's
        expense.

       

      j. Supervise
        and assist in the establishment of a merchants association (the "Merchants'
        Association") or promotional fund (the "Promotional Fund"), as directed by
        Owner, including
        appropriate bylaws, and represent Owner at any meetings or functions of the
        Merchants'
        Association or administer the Promotional Fund, as the case may be.

       

      k. Subject
        to the prior approval of Owner, initiate and supervise advertisement and
        promotion of the Shopping Center and the coordination of the Shopping Center
        promotion in accordance with the instructions and budget approved by Owner.
        The
        Annual Operating Budget shall contain sums sufficient to promote and market
        the
        Shopping Center in a manner reasonably consistent with comparable shopping
        centers.

      


      
        
          
          

        

        
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      l.
        Perform any and all related or collateral business and management functions
        pertaining
        to the customary daily operation of the Shopping Center, as expressly set
        forth
        in the Annual Operating budget or with Owner’s prior written
        approval.

       

      2.4
        MANAGEMENT PERSONNEL: Owner acknowledges that in order to perform the
        services required by Manager hereunder, it will be necessary for Manager
        to have
        in its employ,
        all employees necessary for the operation, maintenance and management of
        the
Shopping
        Center. Owner shall have no obligation to pay any expenses (including without
        limitation
        salaries and fringe benefits) that are incurred in connection with the
        employment of any
        directors, officers or other home office employees of Manager or any of
        Manager's affiliates. On-site personnel shall be employees of Manager where
        such
        on-site personnel perform services and
        Manager shall have no authority to hire employees for Owner. Manager agrees
        that
        the staff
        available to it in connection with the services to be rendered hereunder
        will at
        all times during
        the term of this Agreement consist of sufficient personnel to enable it to
        efficiently and effectively carry on its obligations pursuant to this Agreement.
        Compensation, including fringe benefits,
        for the services of on-site operating and maintenance employees shall be
        paid by
        Manager but shall be reimbursed by Owner, subject to and in accordance with
        the
        Annual Operating
        Budget. Manager agrees that Owner shall have no liability for any action
        taken
        by and
        shall
        to indemnify and hold Owner harmless of, from and against any and all claims,
        liabilities
        or costs attributable to Manager’s employees

       

      In
        addition to those services rendered by staff personnel employed at the Shopping
        Center,
        Owner acknowledges that services will be required of Manager's Regional
        Management Staff
        ("Regional Staff"). Provided that these expenses have been authorized in
        the
        Annual Operating
        Budget, Owner will pay the related pro rata expenses of the Regional Staff
        based
        on the
        amount of hours expended for the Shopping Center in relation to the total
        hours
        worked by the
        Regional Staff per billing period. The expenses of the Regional Staff shall
        be
        charged at or below the rate comparable to that commonly charged in the shopping
        center industry for similar services by similarly qualified
        personnel.

       

      2.5
        MANAGEMENT COMMISSIONS: As commission for the services performed pursuant
        to this Article, Owner shall pay Manager monthly in arrears, a fee equal
        to
        three and one-half
        percent (3.5%) of all base minimum rent and percentage or overage rent income
        from the
        Shopping Center (hereafter referred to as the "Total Rental Income"). Total
        Rental Income shall include all amounts of base minimum rents and all overage
        or
        percentage rents, charged to tenants
        or occupants (including pushcart tenants and temporary tenants or occupants
        under license
        agreements) of the Shopping Center. Total Rental Income shall not include
        amounts charged
        to tenants or occupants by Owner, for common area maintenance, real estate
        taxes
        and assessments,
        utilities, insurance, security, and the like or contributions to the Merchants'
        Association
        or Promotional Fund.

       

      Said
        commission will be computed monthly and paid to Manager in accordance with
        the
        Annual Operating Budget from the Account as provided for in Section 2.3(d),
        to
        the extent funds are available in the Account.

      


      
        
          
          

        

        
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      ARTICLE
        3

      INDEMNIFICATION

       

      Each
        party shall indemnify and hold the other party harmless against and from
        any
liabilities,
        claims, demands or legal proceedings (including the costs, expenses and
        reasonable attorneys'
        fees incurred in connection with the defense of any such matter) which may
        be
        made or brought
        against the other party arising out of the operation of the Shopping Center
        by
        such party or
        its
        employees, contractors or agents, except with respect to claims or demands
        due
        to the other's
        (or its employees, contractors or agents) negligence or willful misconduct
        or
        any act or omission outside of the scope of or in breach of, the provisions
        of
        this Agreement; provided, however, that this indemnity is on the condition,
        as
        to any particular event, that the indemnitee:

       

      (i) notifies
        the indemnitor or its insurers in writing as soon as possible after notice
        of
        any injury or claim is received, and

       

      (ii) takes
        no
        steps (such as admission of liability) which will operate to bar the
indemnitor
        from obtaining any protection afforded by any policies of insurance it may
        hold
        or
        which will operate to prejudice the defense in any such legal proceedings
        or
otherwise
        prevent the indemnitor from protecting itself against such claim, demand
        or
legal
        proceedings.

       

      It
        is
        understood that the indemnitor shall have the sole and exclusive right to
        conduct the defense of any such claim, demand or legal proceeding. The terms
        of
        this Article 3 shall survive the
        expiration or termination of this Agreement and shall be binding upon each
        parties successors and
        assigns.

       

      ARTICLE
        4

      ASSIGNMENT

       

      This
        Agreement is subject to the transfer or assignment in any manner or means
        whatsoever
        by Owner, but this Agreement shall not be assigned by Manager without the
        prior
        written consent of Owner. In the event of such an assignment by Manager,
        assignee shall agree, by written instrument inuring to the benefit of Owner,
        its
        successors and assigns, to be bound by all of the provisions of this
        Agreement.

       

      ARTICLE
        5

      NOTICES

       

      Every
        notice, demand, consent, approval or other document or instrument required
        or
        permitted to be served upon any of the parties hereto (collectively, "Notices")
        shall be in writing and
        shall
        be deemed to have been duly served on the day of mailing, and shall be sent
        by
registered
        or certified United States Mail, postage prepaid, return receipt requested,
        addressed to the respective parties at the addresses stated below:

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      
        	TO
                OWNER:	
                [TBD]
                  LLC

                c/o
                  Somera Capital Management, LLC

                Attention:
                  Charlie Christensen

                222
                  N. Sepulveda Blvd., Suite 2375

                El
                  Segundo, California 90245

              


      

       

      
        	TO
                MANAGER:	
                Glimcher
                  Properties Limited Partnership 

                Attention:
                  General Counsel

                150
                  East Gay Street

                Columbus,
                  Ohio 43215

              


      

       

      Any
        party
        may change the address to which Notices served upon it are to be sent by
        ten
        (10) days prior
        written notice informing the other parties of the change of
        address.

       

      ARTICLE
        6

      REPORTING

       

      Whenever
        in this Agreement Manager is requested to submit reports to Owner, unless
        otherwise specified, such reports will be sent to Owner at the address stated
        in
        Article 5. Reports required on a monthly basis as those in Article 2 relating
        to
        the management and operation of the Shopping Center shall be submitted to
        Owner
        no later than twenty (20) business days after the calendar month for which
        the
        report is being submitted.

       

      ARTICLE
        7

      MISCELLANEOUS

       

      7.1
        APPLICABLE
        LAWS: This Agreement shall be governed and construed by the
        laws of
        the State of Florida.

       

      7.2
        ENTIRE AGREEMENT: This Agreement shall constitute the entire agreement of
        the
        parties; all prior agreements between the parties with respect to the matters
        herein contained, whether written or oral, are merged herein and shall be
        of no
        force and effect. This Agreement cannot be changed, modified, waived or
        discharged orally but only by an agreement in writing signed
        by
        the party against whom enforcement of the change, modification, waiver or
        discharge is
        sought.

       

      7.3
        UNENFORCEABILITY: If any term or provision of this Agreement, or the
application
        thereof to any person or circumstance, shall to any extent be held invalid
        or
unenforceable
        by a court of competent jurisdiction, such invalidity shall not affect other
        provisions
        of this Agreement or the applications thereof which can be given effect without
        the invalid provision or application, and to this end the parties hereto
        agree
        that the provisions of this Agreement are and shall be severable.

       

      7.4
        CUMULATIVE
        RIGHTS: All rights, privileges and remedies afforded the parties
        by this
        Agreement shall be cumulative and not exclusive, and the exercise of any
        one of
        such

      


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      remedies
        shall not be deemed to be a waiver of any other right, remedy or privilege
        provided for herein or available at law or equity.

       

      7.5
        TERMS: The use herein of (i) the singular number shall be deemed to mean
        the
plural,
        (ii) the masculine gender shall be deemed to mean the feminine or neuter,
        and
        (iii) the neuter
        gender shall be deemed to mean the masculine or feminine whenever the sense
        of
        this Agreement so requires.

       

      7.6
        AFFILIATE SERVICES: All services provided by or contracted with affiliates
        of
Manager
        must be performed by duly licensed and qualified affiliates for the services
        to
        be provided.
        All services provided by affiliates of Manager must be at competitive market
        rates equal
        to
        or less than the rates charge by similarly qualified independent third parties
        for similar services.

       

      7.7
        MANAGER'S INSURANCE: Manager shall, at the expense of Manager, maintain
in
        full
        force and effect insurance policies with respect to the employees of Manager
        satisfactory to
        Owner
        issued by insurance companies which have an A.M. Best General Policyholder's
        Service
        rating of not less than "A", which are licensed in the state in which the
        Shopping Center is
        located and which are otherwise reasonably satisfactory to Owner. Such policies
        shall provide the following coverage:

       

      a. Worker's
        compensation and employer's liability insurance subject to the statutory
        limits
        of the state in which the Shopping Center is located.

       

      b. Comprehensive
        automobile liability insurance in an amount not less than $5,000,000
        combined single limit for bodily injury and property damage. Such insurance
        requirements
        may be satisfied by layering of the comprehensive automobile liability, umbrella
        and
        excess liability policies.

       

      c. A
        fidelity bond in the amount of $500,000 for each officer and employee of
        Manager
        who is associated with the management of the Shopping Center or, in the
        alternative, an employee dishonesty insurance policy in the amount of
        $500,000.

       

      d. Commercial
        general liability insurance in an amount not less than $5,000,000 each
        occurrence, provided that such insurance coverage may be satisfied by an
        umbrella policy.

       

      7.8
        SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon and inure
to
        the
        benefit of the permitted successors and assigns of the respective parties
        and
        any person claiming
        by, through or under any of the respective parties or their respective permitted
        successors
        or assigns.

       

      7.9
        FORCE
        MAJEURE: The time for performance of any term, covenant, condition or
        agreement of this Agreement, except the obligation to pay any sum of money,
        shall be extended
        by any period of unavoidable delays. (For purposes of this Agreement,
        "unavoidable delays" shall mean delays reasonably beyond the control of the
        party obligated to perform the

      


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      applicable
        term, covenant, condition or agreement under this Agreement and shall include,
        without
        limiting the generality of the foregoing, delays attributable to acts of
        God;
        strikes; labor disputes, inability to procure labor, equipment, facilities
        or
        materials; governmental restrictions; riots; acts of public enemy or casualty;
        but shall not include delays attributable to financial difficulties of such
        party.) The party seeking to be excused hereunder shall give the other party
        notice within thirty (30) days of the event upon which the excuse from
        performance is based. No party to this Agreement shall incur any financial
        or
        other liability to the other party arising out of the
        failure of said party to meet a particular date or dates as set forth herein
        provided the said party
        hereto has acted in good faith and any such delay arises from any of the
        causes
        enumerated in this Section and the said party has used reasonable diligence
        to
        meet said date or dates. It is understood that "reasonable diligence" shall
        not
        require Manager to expend funds for overtime work. If the unavoidable delay
        results in a permanent cessation of work prior to completion, Manager
        shall be compensated for the services provided to the date of cessation of
        work
        as provided
        in this Agreement for the payment of these particular services.

       

      7.10
        AUTHORITY TO ENTER INTO AGREEMENT: The parties hereto represent that
        they
        have full authority to enter into this Agreement as conferred upon them by
        the
document
        creating their authority and more particularly have been authorized by the
        requisite approval to enter into this Agreement and do so only in the capacities
        indicated herein.

       

      7.11
        THIRD PARTY: This Agreement is made for the exclusive benefit of the parties
        hereto, their successors and assigns herein permitted, and (except as otherwise
        provided) not for any third party and nothing in this Agreement, express
        or
        implied, is intended to confer upon any person, other than the parties hereto,
        their successors and assigns herein permitted, any rights or remedies by
        reason
        of this Agreement.

       

      7.12
        COMPLIANCE: In performing its obligations under this Agreement, Manager
shall
        comply with all present and future laws, ordinances and all rules and
        regulations, requirements
        and orders of all governmental authorities and shall obtain all licenses
        and
        permits required to perform such obligations and shall file all returns and
        reports lawfully required of Manager in connection with its duties hereunder,
        including, but not limited to, income tax withholding
        returns, Federal Insurance Contributions Act returns and reports, Federal
        Unemployment
        Tax Act and worker's compensation returns and reports, sales and use tax
        returns
        including so called rent tax returns (and shall timely pay all contributions,
        taxes, costs and other amounts
        due thereunder). All of the foregoing returns and reports shall be maintained
        as
        a part of
        the
        books and records of Manager.

       

      7.13
        TERMINATION: This Agreement may be terminated at anytime upon the mutual
        agreement of Manager and Owner. In the event of willful misconduct, gross
        negligence or fraud by
        the
        Manager, Owner shall have the right to immediately terminate this Agreement
        by
        notice to Manager.
        In the event of a default by Manager or Owner in the performance of its
        obligations hereunder,
        and said default has not been cured or remedied within thirty (30) days
        following notice
        of
        such default from the non-defaulting party, then the non-defaulting party
        may
        terminate this Agreement in the event the other party is in default in the
        performance of its obligations hereunder. Either party may terminate this
        Agreement by thirty (30) days notice to the other in

      


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


      the
        event
        of the bankruptcy, insolvency, liquidation, dissolution, or failure to pay
        its
        debts as they come
        due,
        of the other party. In the event of the sale of the Shopping Center, Owner
        may
terminate
        this Agreement upon thirty (30) days notice to Manager. Manager agres to
        cooperate with Owner’s existing and/or potential lenders, or potential
        purchasers of the Shopping Center. Upon
        expiration or termination of this Agreement, Manager agrees to cooperate
        with
        Owner in the
        transfer of management to Owner’s designee or third party
        purchaser.

       

      7.14
        COUNTERPARTS: This Agreement may be executed in several counterparts,
each
        of
        which shall be deemed an original, and all such counterparts shall together
        constitute one and the same instrument. Facsimile signatures shall be binding
        upon such signatories.

       

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          11

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
        day
        and year first above written.

       

      OWNER:

       

      [TBD],
        LLC,

      a
        ______________ limited
        liability company

       

      By:_________________________

      Its
        Managing Member

       

      By:__________________________

      Name:

      Title:

       

      MANAGER:

       

      GLIMCHER
        PROPERTIES LIMITED PARTNERSHIP, 

      a
        Delaware limited partnership

       

      By: 
        GLIMCHER PROPERTIES CORPORATION, 

      a
        Delaware corporation, its sole general partner

       

      By:__________________________

      George
        A.
        Schmidt

      Executive
        Vice President

      


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      Exhibit
        “N”

       

      FORM
        OF GUARANTY OF CONTRACT OBLIGATIONS

       

      THIS
        GUARANTY OF PAYMENT (“this
        Guaranty”) dated as of February __, 2007, made
        by
        GLIMCHER PROPERTIES LIMITED PARTNERSHIP, a _________ limited

      partnership,
        having an address at ___________________ (the
        “Guarantor”) in favor of [TBD],
        LLC, a _____________ limited
        liability company (the “Buyer”).

       

      PRELIMINARY
        STATEMENT

       

      A. Pursuant
        to that certain Agreement of Sale and Purchase (as amended, the “Agreement”)
        by and between Glimcher University Mall Limited Partnership (“Seller”), a
Delaware
        limited partnership and a wholly-owned subsidiary of Guarantor, as seller,
        and
        Buyer, as
        successor-in-interest to Somera Capital Management, LLC, a California limited
        liability company,
        as buyer, Seller has agreed to sell and Buyer has agreed to purchase (the
        “Purchase and
        Sale”) that certain real property described in Exhibit A attached hereto (the
        “Property”) pursuant to the terms and conditions set forth in the
        Agreement.

       

      B. Section
        9.12 of the Agreement provides for the post-closing survival of certain
        obligations of Seller under the Agreement (the “Survival Obligations”). In
        addition, Section 9.12 of the Agreement provides that Guarantor shall guaranty
        such Survival Obligations in an amount up to and including Three Million
        Dollars
        ($3,000,000.00) (the “Guaranty Threshold”).

       

      C. Seller
        has also agreed to indemnify Buyer for all transfer tax liability in excess
        of
the
        twenty-five percent (25%) of such transfer taxes that are Buyer’s obligation
        pursuant to Section
        4.8 of the Agreement (the “Transfer Tax Liability”, and together with the
        Survival Obligations, the “Guaranteed Obligations”).

       

      GUARANTOR
        IS EXECUTING AND DELIVERING THIS GUARANTY IN ORDER
        TO INDUCE BUYER TO CONSUMMATE THE PURCHASE AND SALE. CONSUMMATION
        OF THE PURCHASE AND SALE IS SUFFICIENT CONSIDERATION
        TO GUARANTOR FOR THE EXECUTION AND DELIVERY OF THIS
        GUARANTY.

       

      NOW
        THEREFORE, in
        consideration of the foregoing and other good and valuable consideration,
        the receipt and sufficiency of which is hereby acknowledged, Guarantor covenants
        as
        follows:

       

      1. Guarantor,
        as a primary obligor and not merely as a surety, for consideration
        received, and at the request of Seller, hereby absolutely, unconditionally
        and
        irrevocably guarantees to Buyer, the prompt, unconditional and complete payment
        of (a) the Survival
        Obligations up to and including the Guaranty Threshold, and (b) the Transfer
        Tax
Liability.

       

      2. It
        is
        expressly understood and agreed that this is a continuing guaranty and
that
        the
        obligations of Guarantor hereunder are and shall be absolute under any and
        all
circumstances.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      3.
        Any
        indebtedness of Seller to Guarantor now or hereafter existing (including,
        but not limited to, any rights to subrogation Guarantor may have as a result
        of
        any payment
        by Guarantor under this Guaranty), together with any interest thereon, shall
        be,
        and such
        indebtedness is, hereby deferred, postponed and subordinated to the prior
        payment in full of the Guaranteed Obligations. Until payment in full of the
        Guaranteed Obligations (and including interest accruing on the Guaranteed
        Obligations after the commencement of a proceeding by or against Seller under
        the Bankruptcy Reform Act of 1978, as amended, 11 U.S.C. Sections 101
et seq.,
        and
        the regulations adopted and promulgated pursuant thereto (collectively, the
        “Bankruptcy
        Code”) which interest the parties agree shall remain a claim that is prior and
        superior
        to any claim of Guarantor notwithstanding any contrary practice, custom or
        ruling in cases
        under the Bankruptcy Code generally), Guarantor agrees not to accept any
        payment
        or satisfaction
        of any kind of indebtedness of Seller to Guarantor and hereby assigns such
        indebtedness
        to Buyer, including the right to file proof of claim and to vote thereon
        in
        connection with
        any
        such proceeding under the Bankruptcy Code, including the right to vote on
        any
        plan of reorganization. Further, if Guarantor shall comprise more than one
        person, firm or corporation, Guarantor
        agrees that until such payment in full of the Guaranteed Obligations, (a)
        Guarantor shall
        not
        accept payment from Seller by way of contribution on account of any payment
        made
        hereunder by Seller to Buyer, (b) Guarantor will not take any action to exercise
        or enforce any rights
        to
        such contribution, and (c) if Guarantor should receive any payment, satisfaction
        or security
        for any indebtedness of Seller to Guarantor or for any contribution by Seller
        to
Guarantor
        for payment made hereunder by Guarantor to Buyer, the same shall be delivered
        to
Buyer
        in
        the form received, endorsed or assigned as may be appropriate for application
        on
account
        of, or as security for, the Guaranteed Obligations and until so delivered,
        shall
        be held in trust for Buyer as security for the Guaranteed
        Obligations.

       

      4. Guarantor
        agrees that, with or without notice or demand, Guarantor will reimburse Buyer,
        to the extent that such reimbursement is not made by Seller, for all expenses
        (including reasonable counsel fees) incurred by Buyer in connection with
        the
        collection against Seller
        of
        the Guaranteed Obligations or any portion thereof or with the enforcement
        of
        this Guaranty.

       

      5. All
        moneys available to Buyer for application in payment or reduction of the
        Guaranteed Obligations may be applied by Buyer in such manner and in such
        amounts and at such
        time
        or times and in such order and priority as Buyer may see fit to the payment
        or
reduction
        of such portion of the Guaranteed Obligations as Buyer may elect.

       

      6. Guarantor
        hereby waives notice of the acceptance hereof, presentment, demand for payment,
        protest, notice of protest, or any and all notice of non-payment,
        non-performance
        or non-observance, or other proof, or notice or demand, whereby to charge
        Guarantor
        therefor.

       

      7. Guarantor
        further agrees that the validity of this Guaranty and the obligations
        of Guarantor hereunder shall in no way be terminated, affected or impaired
        (a)
        by reason
        of
        the assertion by Buyer of any rights or remedies which it may have under
        or with
respect
        to the Agreement, or (b) by reason of the release or discharge of Seller
        of any
        of its obligations under the Agreement, or (c) by reason of Buyer’s failure to
        exercise, or delay in exercising, any such right or remedy or any right or
        remedy Buyer may have hereunder or in

       

      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      

      
         

        respect
          to this Guaranty, or (d) by reason of the commencement of a case under
          the
          Bankruptcy Code by or against any person obligated under the Agreement,
          or (e)
          by reason of any payment made on the Guaranteed Obligations, whether made
          by
          Seller or Guarantor or any other person, which
          is
          required to be refunded pursuant to any bankruptcy or insolvency law; it
          being
understood
          that no payment so refunded shall be considered as a payment of any portion
          of
          the Guaranteed
          Obligations, nor shall it have the effect of reducing the liability of
          Guarantor
hereunder.
          It is further understood, that if Seller shall have taken advantage of,
          or be
          subject to the
          protection of, any provision in the Bankruptcy Code, the effect of which
          is to
          prevent or delay Buyer from taking any remedial action against Seller,
          including
          the happening of any default
          or event by which, under the terms of the Agreement, the Guaranteed Obligations
          shall become due and payable, Buyer may, as against Guarantor, nevertheless,
          declare the Guaranteed Obligations due and payable and enforce any or all
          of its
          rights and remedies against Guarantor provided for herein.

      

       

      8. This
        Agreement shall be governed by, and construed in accordance with, the
        internal laws of the state in which the Property is located, without regard
        to
        choice of law rules.

       

      9. This
        is a
        guaranty of payment and not of collection and upon any breach by
        Seller
        of the Guaranteed Obligations, Buyer may, at its option, proceed directly
        and at
        once, without
        notice, against the Guarantor to collect and recover the full amount of the
        liability hereunder
        or any portion thereof, without proceeding against Seller. Guarantor hereby
        waives the
        pleading of any statute of limitations as a defense to its obligations
        hereunder.

       

      10. Each
        reference herein to Buyer shall be deemed to include its successors and
        assigns, to whose favor the provisions of this Guaranty shall also inure.
        Each
        reference herein
        to
        Guarantor shall be deemed to include the heirs, executors, administrators,
        legal
representatives,
        successors and assigns of Guarantor, all of whom shall be bound by the
provisions
        of this Guaranty.

       

      11. If
        Guarantor is a partnership, the agreements herein contained shall remain
        in
        force
        and applicable, notwithstanding any changes in the individuals comprising
        the
partnership,
        and the term “Guarantor,” as used herein, shall include any alternate or
        successor partnership, but any predecessor partnership and their partners
        shall
        not thereby be released from any
        liability. If Guarantor is a corporation or limited liability company, the
        agreements contained
        herein shall remain in full force and applicable notwithstanding any changes
        in
        the shareholders or members comprising, or the officers and directors or
        managers relating to, the corporation or limited liability company, and the
        term
“Guarantor” as used herein, shall include any
        alternative or successor corporation or limited liability company, but any
        predecessor corporation
        or limited liability company shall not be relieved of liability
        hereunder.

       

      12. Guarantor
        and its representative executing below has full power, authority and legal
        right
        to execute this Guaranty and to perform all its obligations under this
        Guaranty.

       

      13. All
        understandings, representations and agreements heretofore had with respect
        to this Guaranty are merged into this Guaranty which alone fully and completely
        expresses
        the agreement of Guarantor and Buyer regarding this Guaranty.

       

      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      

       

      14.
        This
        Guaranty may not be modified, amended, waived, extended, changed, discharged
        or
        terminated orally or by any act or failure to act on the part of Buyer or
        Seller, but only
        by
        an agreement in writing signed by the party against whom enforcement of any
        modification,
        amendment, waiver, extension, change, discharge or termination is
        sought.

       

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          -4-

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, Guarantor has duly executed this Guaranty as of the date
        first
        above set
        forth.

       

      GLIMCHER
        PROPERTIES LIMITED PARTNERSHIP,

      a
        _____________________ corporation

       

      By:__________________________________

      Name:

      Its:

       

       

       

      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

      

      Exhibit
        A

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

        
           

          PROMISSORY
            NOTE

           

          
            	$5,000,000.00	
                    Washington,
                      D.C.

                  
	 	
                     June
                      ___, 2007

                  


          

           

          For
            value
            received, the undersigned, ___________________________, a
            _________________________, as
            “Maker”
            and not
            as endorser or guarantor hereof, promises to pay to Glimcher Properties
            Limited Partnership, a Delaware limited partnership, or order, (“Holder”)
            at 150
            East Gay Street, Columbus, Ohio 43215, the principal sum of Five Million
            and
            no/100 DOLLARS ($5,000,000.00) in lawful money of the United States of
            America,
            together with interest thereon, all as hereinafter provided and upon
            the
            following agreements, terms, and conditions:

           

          1. Interest
            Rate. 
            The entire principal balance of this Note, from the date hereof until
            paid in
            full, shall bear no interest, except as set forth below in the event
            of
            default.

           

          2. Payment. 
            The entire balance of this Note, shall be due and payable on December
            ___, 2009
(“Maturity
            Date”).
            Payment
            shall be made on the Maturity Date in good funds, immediately available
            in
            Columbus, Ohio in accordance with the following wire instructions:

           

          Transfer
            funds to:

           

          The
            Huntington National Bank, Columbus OH

          ABA
            #:
            044000024

          GLIMCHER
            PROPERTIES LIMITED PARTNERSHIP

          ACCOUNT
            #
            0189-164-3594

          REFERENCE:
            UNIVERSITY MALL DEPOSIT

           

          Please
            confirm wire via email to Darren Ackerman (dackerma@glimcher.com)

           

          or
            such
            other wire instructions as Holder may provide to Maker prior to the Maturity
            Date.

           

          3. Default. 
            Should default be made in any payment hereunder when due, or if Maker
            or any
            subsidiary of Maker, whether direct or indirect, (a “Subsidiary”),
            becomes
            insolvent, commits
            an act of bankruptcy, commence or becomes subject to an proceeding under
            the
bankruptcy
            laws or any other insolvency or debtor’s relief law, or dissolves, or a
            receiver, liquidator
            or trustee shall be appointed for Maker or any Subsidiary, or any notice
            of sale
            is given or any sale is made of any property of any of them except in
            the
            ordinary course of business, or if default
            is made in the payment of any other indebtedness of any of them, or if
            Maker
            breaches any
            covenant contained herein, then the entire indebtedness evidenced by
            this Note
            shall, at the option of Holder, become due and payable immediately. Maker
            hereby
            waives presentment, demand,
            protest, and notice of dishonor and agrees to remain bound for payment
            of this
obligation,
            notwithstanding any extension of time, substitution or release of security,
            or
            any other indulgence granted to Maker, hereby waiving notice of such
            extension,
            substitution, release, or other indulgence.

          


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
             
4.
            Covenants.

           

          a.
            From
            the date hereof until payment and performance in full of all obligations
            of Maker under this Note, Maker covenants and agrees with Holder that
            it will
            not do,
            directly or indirectly, any of the following:

           

          i.
            Liens.
            Maker
            shall not, without the prior written consent of Holder, create, incur,
            assume or
            suffer to exist any mortgage, deed of trust, lien, pledge, hypothecation,
            assignment, security interest, or any other encumbrance, charge or transfer
            of,
            on or affecting the Property or, any portion thereof or Maker or any
            Subsidiary,
            or any interest therein, including, without limitation, any conditional
            sale or
            other title retention agreement, any financing lease having
            substantially the same economic effect as any of the foregoing, the filing
            of
            any financing statement, and mechanic's, materialmen's and other similar
            liens
            and encumbrances (a “Lien”)
            on
any
            portion of the Property or permit any such action to be taken,
            except:

           

          1. Liens
            securing that certain mortgage loan in the maximum principal amount of
            $___________ made
            by
            _______________ to
            Maker’s Subsidiary, ________________________ [Describe
            the senior loan, including any mezzanine
            loan](the
            “Senior
            Loan(s)”); and

           

          2. Liens
            for
            real estate taxes and assessments not yet due.

           

          ii.
            Dissolution.
            Maker
            shall not, and shall not permit any Subsidiary, to
            (a)
            engage in any dissolution, liquidation or consolidation or merger with
            or into
            any other business entity, (b) engage in any business activity not related
            to
            the ownership and operation of the Property, (c) transfer, lease or sell,
            in one
            transaction or any combination of transactions, the assets
            or
            all or substantially all of the properties or assets of Maker or any
            Subsidiary,
            (d) modify, amend,
            waive or terminate its organizational documents or its qualification
            and good
            standing in any jurisdiction or (e) Maker or any Subsidiary, to (i) dissolve,
            wind up or liquidate or take any action,
            or omit to take an action, as a result of which such entity would be
            dissolved,
            wound up or
            liquidated in whole or in part, or (ii) amend, modify, waive or terminate
            the
            certificate of incorporation or bylaws of Maker or any Subsidiary, in
            each case,
            without obtaining the prior written consent of Holder.

           

          iii.
            Change
            In Business. Maker
            shall not, and shall not permit any Subsidiary,
            to enter into any line of business other than the ownership and operation
            of the
Property,
            or make any material change in the scope or nature of its business objectives,
            purposes or operations, or undertake or participate in activities other
            than the
            continuance of its present business.

           

          iv.
            Debt.
            Maker
            shall not create, incur or assume any (a) indebtedness or liability for
            borrowed
            money; (b) obligations evidenced by bonds, debentures, notes, or other
            similar
            instruments; (c) obligations for the deferred purchase price of property
            or
            services (including
            trade obligations); (d) obligations under letters of credit; (e) obligations
            under acceptance
            facilities; (f) all guaranties, endorsements (other than for collection
            or
            deposit in the

          


          
            
              
              

            

            
              2

              
                

              

            

            
              
              

            

          

           

          ordinary
            course of business) and other contingent obligations to purchase, to
            provide
            funds for payment,
            to supply funds, to invest in any Person or entity, or otherwise to assure
            a
            creditor against
            loss; and (g) obligations secured by any Liens, whether or not the obligations
            have been assumed
            (“Indebtedness”)
            other
            than the Indebtedness evidenced by this Note and any nonrecourse
            carveout guaranty (as such term is commonly understood in the collateralized
            mortgage
            backed security industry) in connection with the Senior Loan(s) (any
            such
            guaranty, the “Carveout
            Guaranty”),
            or
            permit any Subsidiary to incur any Indebtedness other than Senior
            Loan(s).

           

          v. Transfers.
            Without
            the prior written consent of Holder, neither Maker
            nor
            any Subsidiary, shall (i) directly or indirectly sell, transfer, convey,
            mortgage, pledge, or
            assign
            the Property, any part thereof or any interest therein (including any
            ownership
            interest in
            Maker
            or any such Subsidiary); or (ii) further encumber, alienate, grant a
            Lien or
            grant any other
            interest in the Property or any part thereof (including any ownership
            interest
            in Maker and any such Subsidiary), whether voluntarily or
            involuntarily.

           

          b.
            From
            the date hereof until payment and performance in full of all Indebtedness
            and other obligations of Maker evidenced by this Note (the “Debt”),
            Maker
covenants
            and agrees with Holder that:

           

          i. Existence;
            Compliance with Legal Requirements. Maker
            shall do or cause
            to
            be done all things necessary to preserve, renew and keep in full force
            and
            effect its existence, rights, licenses, permits and franchises and those
            of its
            subsidiaries.

           

          ii. Notice
            of Default. Maker
            shall promptly advise Holder of any material
            adverse change in the condition of Maker or any Subsidiary, financial
            or
            otherwise, or of the
            occurrence of any event of default or any event that, with notice or
            the passage
            of time or both,
            would constitute an event of default, of which Maker has knowledge.

           

          iii. Perform
            Senior Loan Documents. Maker
            shall observe, perform and
            satisfy, or cause to be observed, performed and satisfied, all the terms,
            provisions, covenants and
            conditions of, and shall pay when due all costs, fees and expenses to
            the extent
            required under
            all
            documents evidencing, securing or executed and/or delivered in connection
            with
            the Senior
            Loan(s) (the “Loan
            Senior Loan Documents”).Maker
            shall deliver to Maker true, correct
            and complete copies of all Senior Loan Documents. The Senior Loan Documents
            require the timely payment of the Debt and Maker shall not, and shall
            not permit
            any Subsidiary to, enter into or otherwise suffer or permit any amendment,
            waiver, supplement, termination or other modification
            of any Senior Loan Document to permit the failure to pay the Debt on
            a timely
basis,
            without the prior written consent of Holder.

           

          iv. Financial
            Reporting. Maker
            will keep and maintain or will cause to
            be
            kept and maintained all books and records required to be maintained under
            the
            Senior Loan Documents.

          


          
            
              
              

            

            
              3

              
                

              

            

            
              
              

            

          

           

          v. Business
            and Operations. Maker
            will, and will cause its Subsidiaries,
            to continue to engage in the businesses presently conducted by it and
            them as
            and to the
            extent the same are necessary for the ownership, maintenance, management
            and
            operation of the Property. Maker will, and will cause its Subsidiaries,
            to,
            qualify to do business and remain in good standing under the laws of
            such
            jurisdictions as may be, and to the extent, required for the ownership,
            maintenance, management and operation of the Property.

           

          vi. Costs
            of Enforcement and Collection. Maker,
            its successors or assigns,
            shall be chargeable with and agrees to pay all costs of collection and
            defense,
            including reasonable
            attorneys' fees and costs, incurred by Holder in connection with the
            enforcement
            of this
            Note
            and the collection of the Debt and in connection with any appellate proceeding
            or post-judgment action involved therein, together with all required
            service or
            use taxes.

           

          vii. Estoppel
            Statement. After
            request by Holder, Maker shall within ten (10) business days furnish
            Holder with
            a statement, duly acknowledged and certified, setting forth (i) the amount
            of
            the original principal amount of the Note, (ii) the unpaid principal
            amount of
            the Note, (iii) any offsets or defenses to the payment of the Debt, if
            any,
            known to Maker (iv) any
            events of default or any events that, with the passage of time or notice
            or
            both, would constitute
            an event of default, known to Maker and (v) that this Note is the valid,
            legal
            and binding
            obligation of Maker and has not been modified or if modified, giving
            particulars
            of such modification. After request by Maker, Holder shall within ten
            (10)
            business days furnish Maker with a statement, duly acknowledged and certified,
            setting forth (i) the amount of the original principal amount of the
            Note, (ii)
            the unpaid principal amount of the Note, (iii) any offsets or defenses
            to the
            payment of the Debt, if any, known to Holder (iv) any events of default
            or any
events
            that, with the passage of time or notice or both, would constitute an
            event of
            default, known
            to
            Holder and (v) that this Note has not been modified or if modified, giving
            particulars of such
            modification.

           

          c.
            Maker
            represents, warrants and covenants to Holder as follows:

           

          i. The
            purpose for which Maker is organized is and shall be limited solely to
            (i)
            owning its direct subsidiary, ________________ (the
            “Direct
            Subsidiary”), (ii)
            executing and delivering this Note to Holder, and (iii) transacting any
            and all
            lawful business for which Maker may be organized under its constitutive
            law that
            is incident, necessary and appropriate to accomplish the foregoing.

           

          ii. Maker
            does not own and will not own any asset or property other than its equity
            interest in the Direct Subsidiary.

           

          iii. Maker
            will not engage in any business other than the ownership of its equity
            interest
            in the Direct Subsidiary.

           

          iv. Maker
            will not enter into any contract or agreement with any Affiliate
            of Maker, any constituent party of Maker, any owner of Maker, any guarantors
            of
            the obligations of Maker or any Affiliate of any constituent party, owner
            or
            guarantor (collectively,

          


          
            
              
              

            

            
              4

              
                

              

            

            
              
              

            

          

           

          the
            "Related
            Parties"),except
            upon terms and conditions that are commercially reasonable and substantially
            similar to those that would be available on an arms-length basis with
            third
            parties not
            so
            affiliated with Maker or such Related Parties.

           

          v. Maker
            is
            not obligated and will not become obligated under any Indebtedness other
            than
            the Debt and the Carveout Guaranty, and no Subsidiary is obligated or
            will
            become obligated under any Indebtedness other than (i) the Senior Loan
            Documents
            and (ii) trade and operational debt incurred in the ordinary course of
            business
            with trade creditors in amounts as are normal and reasonable under the
            circumstances, provided such debt (A) is not evidenced
            by a note, (B) is not in excess of sixty days from the date of invoice
            and (C)
            does not at
            any
            time exceed the amount permitted under the Senior Loan Documents in the
            aggregate. No Indebtedness
            other than the Senior Debt may be secured (senior, subordinate or pari
            passu) by
            the Property
            or by any equity interest in any Subsidiary.

           

          vi. Maker
            has
            not made and will not make any loans or advances to any Person and shall
            not
            acquire obligations or securities of any Related Party, other than its
            equity
            interest in the Direct Subsidiary.

           

          vii. Maker
            is
            and will remain solvent and Maker will pay its debts and liabilities
            (including, as applicable, shared personnel and overhead expenses) from
            its
            assets as the
            same
            shall become due.

           

          viii. Maker
            has
            done or caused to be done and will do all things necessary
            to observe organizational formalities and preserve its existence, and
            Maker will
            not, nor
            will
            Maker permit any Related Party to, amend, modify or otherwise change
            the
            partnership certificate,
            partnership agreement, articles of incorporation and bylaws, operating
            agreement, trust or other organizational documents of Maker or such Related
            Party in a manner that will permit
            the failure to pay the Debt on a timely basis, without the prior written
            consent
            of Holder.

           

          ix. Maker
            will maintain all of its books, records, financial statements and
            bank
            accounts separate from those of any other Person and Maker's assets will
            not be
            listed as
            assets
            on the financial statement of any other Person. Maker will file its own
            tax
            returns and will
            not
            file a consolidated federal income tax return with any other Person.
            Maker shall
maintain
            its books, records, resolutions and agreements as official records.

           

          x. Maker
            will be, and at all times will hold itself out to the public as, a legal
            entity
            separate and distinct from any other Person (including any Affiliate
            or other
            Related Party), shall correct any known misunderstanding regarding its
            status as
            a separate entity, shall conduct business in its own name and shall maintain
            and
            utilize separate stationery, invoices and checks.

           

          xi. As
            of the
            date of this Note, Maker has adequate capital for the normal
            obligations reasonably foreseeable in a business of its size and character
            and
            in light of its contemplated
            business operations.

          


          
            
              
              

            

            
              5

              
                

              

            

            
              
              

            

          

           

          xii. Neither
            Maker nor any Related Party will seek the dissolution, winding
            up, liquidation, consolidation or merger in whole or in part, or the
            sale of
            material assets of
            Maker.

           

          xiii. Maker
            will not commingle its assets with those of any other Person
            and will hold all of its assets in its own name;

           

          xiv. Maker
            will not guarantee or become obligated for the debts of any other
            Person and does not and will not hold itself out as being responsible
            for the
            debts or obligations
            of any other Person, provided that Maker may execute and deliver the
            Carveout
            Guaranty.

           

          xv. Intentionally
            omitted.

           

          xvi. If
            Maker
            is an approved single member limited liability company, Maker
            shall be a Delaware limited liability company that has at least (x) two
            (2)
            springing members
            who are individuals acceptable to Holder and who shall automatically
            become
members
            of the limited liability company having a 0% economic interest therein
            upon the
occurrence
            of any event which would cause the sole member of the limited liability
            company
            to cease
            to
            be a member thereof, and (y) two (2) duly appointed Independent Directors
            (as
hereinafter
            defined) as directors or managers who may also be springing members,
            and has not
caused
            or
            allowed and will not cause or allow the directors or managers of such
            entity to
            take any action
            requiring the unanimous affirmative vote of one hundred percent (100%)
            of the
            members of
            its
            board of directors or its managers unless both Independent Directors
            shall have
            participated in
            such
            vote;

           

          xvii. Maker
            shall at all times cause there to be at least two (2) duly appointed
            members of
            the board of directors (if Maker is a corporation) or members (if Maker
            is a
            limited liability company) of Maker (in either case, an “Independent
            Director”)reasonably
            satisfactory
            to Holder who is provided by a nationally recognized company that provides
            professional
            independent directors and is not at the time of initial appointment and
            has not
            been at
            any
            time during the preceding five (5) years and shall not be while serving
            as an
            Independent Director:
            (i) a stockholder, director (other than as an Independent Director of
            Maker or
            of a special
            purpose entity affiliated with Maker), officer, employee, partner, attorney
            or
            counsel of Maker; (ii) a creditor, customer, supplier or other Person
            who
            derives any of its purchases or revenues (other than any fees derived
            from the
            performance of standard corporate representative services) from its activities
            with Maker or or any Affiliate of Maker; (iii) a Person controlling or
            under
            common control with any such stockholder, partner, creditor, customer,
            supplier
            or other Person; or (iv) a member of the immediate family of any such
            stockholder, director, officer, employee,
            partner, creditor, customer, supplier or other Person. (As used herein,
            the term
“control”
            means
            the
            possession, directly or indirectly, of the power to direct or cause the
            direction
            of management, policies or activities of a Person, whether through ownership
            of
            voting securities, by contract or otherwise.)

          


          
            
              
              

            

            
              6

              
                

              

            

            
              
              

            

          

           

          xviii. Maker
            shall allocate fairly and reasonably any material overhead expenses
            that are shared with an Affiliate, including paying for office space
            and
            services performed
            by any employee of an Affiliate or Related Party.

           

          xix. Maker
            shall not pledge its assets for the benefit of any other Person
            other than with respect to the Loan.

           

          xx. Maker
            shall maintain a sufficient number of employees, if any, in light of
            its
            contemplated business operations and pay the salaries of its own employees
            from
            its own funds.

           

          xxi. All
            information submitted by Maker to Holder in connection with the Debt
            or in
            satisfaction of the terms thereof and all statements of fact made by
            Maker in
            this Note
            are
            accurate, complete and correct in all material respects. Maker has disclosed
            to
            Holder all
            material facts and has not failed to disclose any material fact that
            could cause
            any representation
            or warranty made herein to be materially misleading.

           

          xxii. Maker
            agrees that all of the representations and warranties of Maker
            set
            forth in Section 4.c. and elsewhere in this Note shall survive for so
            long as
            any amount remains
            owing to Holder under this Note. All representations, warranties, covenants
            and
agreements
            made in this Note by Maker shall be deemed to have been relied upon by
            Holder
            notwithstanding any investigation heretofore or hereafter made by Holder
            or on
            its behalf.

           

          5.Default
            Interest. If
            Maker
            fails to pay in full the outstanding balance due under this
            Note
            on its due date, or if Maker otherwise defaults under this Note, this
            Note shall
            bear interest at the lesser of the maximum rate per annum allowable by
            law in
            the State of Florida, or the rate of eighteen percent (18%) per annum,
            from the
            date of default by Maker until the default is fully cured.

           

          6.Definitions.
            Capitalized
            terms not herein defined shall have the meaning ascribed to
            such
            terms in that certain Agreement of Sale and Purchase, dated as of the
            25th day
            of April, 2007,
            by
            and between Glimcher University Mall Limited Partnership, a Delaware
            limited
partnership,
            as Seller, and Somera Capital Management, LLC, a California limited liability
            company, as Buyer. For all purposes of this Note:

           

          "Affiliate"shall
            mean, as to any Person, any other Person that, directly or indirectly,
            is in control of, is controlled by or is under common control with such
            Person
            or is a director or officer of such Person or of an Affiliate of such
            Person.

           

          "Person"
            shall
            mean any individual, corporation, partnership, joint venture, limited
            liability company, estate, trust, unincorporated association, any federal,
            state, county or municipal government or any bureau, department or agency
            thereof and any fiduciary acting in such capacity on behalf of any of
            the
            foregoing.

          


          
            
              
              

            

            
              7

              
                

              

            

            
              
              

            

          

           

          7. Maximum
            Interest. Notwithstanding
            any other provision of this Note, fees, interest
            and charges payable pursuant to this Note shall not exceed the maximum,
            if any,
permitted
            by governing law.

           

          8. Applicable
            Law. This
            Note
            shall be interpreted and construed in accordance with and governed by
            the laws
            of the State of Florida.

           

          9. Successors
            and Assigns. This
            Note
            shall inure to the benefit of Holder and any successors or assigns.

           

          MAKER:

           

          _________________________________,

          A
            _______________________________

           

           

          By:__________________________________

           

          Its:__________________________________

           

           

          
            
              
              

            

            
              8

              
                

              

            

            
              
              

            

            
               

              EIGHTH
                AMENDMENT TO

              AGREEMENT
                OF SALE AND PURCHASE

               

              This
                Eighth Amendment to Agreement of Sale and Purchase (“Amendment”) is made this
____
                day
                of June, 2007, by and between Glimcher University Mall Limited Partnership,
                a
Delaware
                limited partnership (“Seller”), Somera Capital Management, LLC, a California
                limited liability
                company (“Buyer”), Somerock University Mall Owner, LLC, a Delaware limited
liability
                company (“New LLC”), and Somerock University Mall Mezz, LLC, a Delaware limited
                liability company (“Mezz”).

               

              WHEREAS,
                Seller and Buyer entered into that certain Agreement of Sale and
                Purchase dated
                April 25, 2007, as amended by that certain First Amendment to Agreement
                of Sale
                and Purchase
                dated May 16, 2007, that certain Second Amendment to Agreement of
                Sale and
Purchase
                dated May 25, 2007, that certain Third Amendment to Agreement of
                Sale and
                Purchase dated May 30, 2007, that certain Fourth Amendment to Agreement
                of Sale
                and Purchase dated May 31, 2007, that certain Fifth Amendment to
                Agreement of
                Purchase and Sale dated June 1, 2007, that certain Sixth Amendment
                to Agreement
                of Purchase and Sale dated June 4, 2007 and that certain Seventh
                Amendment to
                Agreement of Purchase and Sale dated June 13, 2007 (as amended, the
“Purchase
                Agreement”) for the sale and purchase of the Real Property commonly known as
                “University Mall” located in Tampa, Florida (the “Property”);

               

              WHEREAS,
                Seller has formed New LLC and owns 100% of the membership interests
                in New LLC
                (the “New LLC Interest”);

               

              WHEREAS,
                Seller desires to contribute the Property, and all of Seller’s right, title and
interest,
                if any, in the Contracts, the Intangible Property, the Leases, the
                Personal
                Property and the
                Security Deposits (collectively, the “New LLC Property”) to New
                LLC;

               

              WHEREAS,
                Mezz, an affiliate of Buyer, desires to purchase, and Seller desires
                to sell, to
                Mezz the New LLC Interest (the “New LLC Transaction”);

               

              WHEREAS,
                Seller and Buyer desire to amend the terms and conditions of the
                Purchase
                Agreement, as set forth herein, in order to accommodate the New LLC
                Transaction:

               

              NOW,
                THEREFORE, for good and valuable consideration, the receipt and sufficiency
                of
which
                are
                hereby acknowledged by the parties hereto, Seller, Buyer, New LLC,
                and Mezz,
intending
                to be legally bound, do hereby agree as follows:

               

              
                	
                      	1.	
                        Preamble
                          and Recitals; Definitions.

                      


              

               

              
                	 	
                        a.

                      	
                        The
                          preamble and recitals above are incorporated herein as
                          if fully
                          rewritten
                          herein.

                      


              

               

              
                	 	
                        b.

                      	
                        Capitalized
                          terms not defined herein shall have the meanings set forth
                          in the
                          Purchase Agreement.

                      


              

               

              
                	
                      	2.	
                        Consummation
                          of the New LLC Transaction.
                          

                      


              

              


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              
                	 	
                        a.

                      	
                        Subject
                          to the terms and conditions of this Amendment, and in contemplation
                          of the consummation of the New LLC Transaction, for valuable
                          consideration in hand paid, the receipt and sufficiency
                          of which is
                          hereby
                          acknowledged, Buyer hereby assigns all of its right, title
                          and
                          interest
                          in and to the Purchase Agreement to
                          Mezz.

                      


              

               

              
                	 	
                        b.

                      	
                        Notwithstanding
                          anything contained in the Purchase Agreement to the contrary,
                          prior to the
                          closing of the New LLC Transaction (such date, the “LLC
                          Closing Date”), and as a condition to the parties’ obligations to
                          close
                          the New LLC Transaction, Seller shall transfer title to
                          the New LLC
                          Property to New LLC; and Seller and New LLC shall execute
                          and deliver to
                          Title Company the Seller LLC Deliveries and the New LLC
                          Deliveries (each
                          as defined below), as applicable. Seller shall also cause
                          Glimcher
                          Properties Limited Partnership (“GPLP”) to deliver the GPLP Deliveries
                          (defined below) to Title Company. Simultaneously with said
                          deliveries to
                          Title Company, Seller, New LLC and GPLP shall each deliver
                          copies of their
                          respective deliveries to the addressees listed in Section
                          1.2 of the
                          Purchase Agreement.

                      


              

               

              
                	 	
                        c.

                      	
                        It
                          shall be a condition precedent to New LLC’s obligation to close that the
                          Title Company has committed to issue in favor of New LLC
                          an extended
                          coverage
                          owner’s title insurance policy in the form attached hereto as
Exhibit
                          “AA”.

                      


              

               

              
                	 	
                        d.

                      	
                        Based
                          upon and subject to the terms, agreements, warranties,
representations
                          and conditions of the Purchase Agreement, on the Closing
Date,
                          Mezz shall purchase the New LLC Interest from Seller for
                          the Purchase
                          Price, subject to any adjustments or credits as set forth
                          in the Purchase
                          Agreement.

                      


              

               

              
                	 	
                        e.

                      	
                        On
                          or before the Closing Date, Seller and Mezz shall each
                          deliver to Title
                          Company
                          their respective executed counterpart signature page to
                          that certain
                          Assignment and Assumption Agreement attached hereto as
                          Exhibit “BB”, and
                          Seller and Mezz shall execute and deliver the Second Seller
                          Deliveries and
                          the Mezz Deliveries (each defined below), as applicable,
                          to Title
                          Company.

                      


              

               

              
                	
                      	3.	
                        Deliveries

                      


              

               

              
                	
                      	a.	
                        Section
                          4.3 of the Purchase Agreement is hereby deleted and replaced
                          in
                          its entirety with the following:

                      


              

               

              
                	
                      	i.	
                        LLC
                          Closing Date Deliveries.

                      


              

               

              A.
                On the
                LLC Closing Date, Seller shall deliver to Title Company
                its executed counterpart signature pages to the

               

              
                
                  
                  

                

                
                  -2-

                  
                    

                  

                

                
                  
                  

                

              

               

              following
                documents (collectively, the “Seller’s LLC Deliveries”):

               

              (a) Deed
                in
                the form attached as Exhibit “F” to the Purchase
                Agreement (the “Deed”), executed and acknowledged
                by Seller, conveying title to the Real Property
                owned by Seller to New LLC, subject only to the Permitted
                Exceptions;

               

              (b) Two
                (2)
                counterpart originals of a bill of sale and general assignment in
                the form
                attached as Exhibit “G” to the
                Purchase Agreement (the “Bill of Sale”), as to the Personal
                Property;

               

              (c) A
                certified rent roll;

               

              (d) Seller’s
                reaffirmation of its representations and warranties
                under Section 5.6 of the Purchase Agreement; and

               

              (e) Such
                other documents as may be reasonably required
                by Title Company in order to close the transaction contemplated by
                this
                Agreement.

               

              B.
                On the
                LLC Closing Date, Seller shall cause GPLP to deliver
                to Title Company its executed counterpart signature pages to
                the
                following documents (collectively, the “GPLP Deliveries”):

               

              (a) Two
                (2)
                originals of that certain Guaranty of Theatre
                Lease Obligations in the form attached as Exhibit “H” to the Purchase Agreement;
                and

               

              (b) Two
                (2)
                originals of that certain Guaranty of Contract
                Obligations executed by GPLP in the form attached
                as Exhibit “N” to the Purchase Agreement.

               

              C.
                On the
                LLC Closing Date, New LLC shall deliver to Title Company its executed
                counterpart signature pages to the following documents (collectively,
                the “New
                LLC Deliveries”):

               

              (a) Two
                (2)
                counterpart originals of the Bill of Sale; and

               

              (b) Such
                other documents as may be reasonably required
                by Title Company in order to close the transaction contemplated by
                this
                Agreement.

               

              
                
                  
                  

                

                
                  -3-

                  
                    

                  

                

                
                  
                  

                

              

               

              
                	
                      	b.	
                        Section
                          4.4 of the Purchase Agreement is hereby deleted and replaced
                          in
                          its
                          entirety with the following:

                      


              

               

              
                	
                      	i.	
                        Closing
                          Date Deliveries.

                      


              

               

              A.
                On or
                before the Closing Date, Seller shall deliver to Title Company its
                executed
                counterpart signature pages to the following documents (collectively,
                the
“Second Seller Deliveries”):

               

              (a) Certification
                required by the Foreign Investors Real Property
                Tax Act, as amended, and any similar state statute or regulation
                (the
“Non-Foreign Certificate”), executed by Seller;

               

              (b) A
                certified rent roll;

               

              (c) Copies
                of
                letters terminating all Contracts, other than
                those Seller is not required to terminate as provided in Section
                1.5 of the
                Purchase Agreement; and

               

              (d) Two
                (2)
                originals of that certain Assignment and Assumption
                Agreement in the form attached hereto as Exhibit
                “BB”.

               

              B.
                On
                or
                before the Closing Date, Mezz shall deliver to Title Company
                the following (collectively, the “Mezz Deliveries”):

               

              (a) the
                Purchase Price, plus all net prorations, closing costs
                and
                other funds required to be paid or provided by Mezz
                under the Purchase Agreement (all monies Mezz is required to deliver
                shall be
                wired to the account designated by Title Company and available for
                disbursement
                no later than 12 noon EST, on the Closing Date); and

               

              (b) Two
                (2)
                originals of its executed counterpart signature page to the Assignment
                and
                Assumption Agreement.

               

              
                	
                      	4.	
                        Representations
                          and Warranties.

                      


              

               

              
                	
                      	a.	
                        Seller
                          hereby agrees that the representations and warranties given
                          by
                          Seller
                          to Buyer pursuant to Section 5.6 of the Purchase Agreement
                          shall inure to
                          the benefit of and shall be enforceable by Buyer, New LLC
                          and Mezz, and
                          shall be guaranteed by GPLP pursuant to that certain Guaranty
of
                          Contract Obligations attached as Exhibit “N” to the Purchase Agreement.

                      


              

               

              
                
                  
                  

                

                
                  -4-

                  
                    

                  

                

                
                  
                  

                

              

               

              
                	
                      	b.	
                        In
                          addition to the representations and warranties set forth
                          in Section 5.6 of
                          the
                          Purchase Agreement, Seller and New LLC hereby make the
                          following
                          representations
                          and warranties to Mezz, which representations and warranties
                          shall survive consummation of the New LLC Transaction for
                          a period
                          of one (1) year from the Closing Date, and which shall
                          be guaranteed
                          by GPLP pursuant to the form of Guaranty attached as Exhibit
“N” to the
                          Purchase Agreement:

                      


              

               

              i. New
                LLC
                is and shall continue to be a limited liability company duly
                organized, validly existing and in good standing under the laws of
                the
State
                of
                Delaware, and New LLC has and shall continue to have all requisite
                power, authority and legal right to execute, deliver and perform
                the terms of
                this Amendment and the New LLC Transaction. Seller is and shall continue
                to be
                until the Closing Date the sole member of New LLC, and Seller owns
                and shall
                continue to own until the Closing Date all membership interests in
                New
                LLC.

               

              ii. This
                Amendment and all documents executed by Seller or New LLC
                which
                are to be delivered to Mezz at the New LLC Closing Date or the
                Closing Date (a) are or at the time of the New LLC Closing Date and
                the Closing
                Date will be duly authorized, executed, and delivered by each person
                comprising New LLC, (b) are or at the time of the New LLC Closing
                Date and the Closing Date will be the legal, valid, and binding obligations
                of
                New LLC and (c) do not and at the time of the New LLC Closing Date
                and the
                Closing Date will not violate any provisions of New LLC’s
                formation or governing documents or any provisions of any agreement
                or judicial order to which New LLC (or any person comprising New
                LLC) is a party
                or to which New LLC or the New LLC Property is subject.

               

              iii. New
                LLC
                (a) does not control, has not controlled and shall not control, directly
                or
                indirectly, and (b) does not own, has never otherwise owned and shall
                not own,
                directly or indirectly, any capital stock of or any other equity
                interest in,
                any individual, corporation, partnership, limited liability company,
                firm, joint
                venture, association, joint-stock company, trust,
                unincorporated organization, or other entity, and New LLC is not
and
                has
                not otherwise been, directly or indirectly, a party to, member of
                or participant
                in any partnership, joint venture or similar business entity.

               

              iv. Except
                for the New LLC Property to be acquired pursuant hereto, New
                LLC
                has no assets and shall not have any other assets at the New LLC
                Closing Date and the Closing Date. Except for (a) obligations under
the
                Contracts and the Leases, other than obligations required to be performed
                prior to the Closing Date, and (b) accounts payable in the ordinary
                course of business, New LLC does not currently and shall not have
                as
                of the New LLC Closing Date and the Closing Date, any liabilities,
                indebtedness, obligations, expenses, claims, deficiencies,

               

              
                
                  
                  

                

                
                  -5-

                  
                    

                  

                

                
                  
                  

                

              

               

              guaranties
                or endorsements of any type, whether accrued, absolute, contingent,
                matured, unmatured or otherwise.

               

              v. New
                LLC
                does not have, and as of the New LLC Closing Date and the
                Closing Date, shall not have, any liens for taxes upon any of New
LLC’s
                assets, except taxes not yet due and payable. New LLC is not and
                shall not be
                the subject of an audit, action, suit, proceeding, claim, examination,
                deficiency or assessment by any governmental entity, and no such
                audit, action,
                suit, proceeding, claim, examination, deficiency or assessment is
                currently
                pending or, to the best of Seller’s knowledge, is contemplated. New LLC is not,
                and as of the New LLC Closing Date and the Closing Date, shall not
                be,
                responsible for any liabilities of Seller.

               

              vi. There
                are
                not any, and as of the New LLC Closing Date and the Closing Date,
                there shall
                not be any, investigations, actions, suits or proceedings of any
                nature pending
                or, to the best of Seller’s knowledge, threatened against New LLC.

               

              vii. New
                LLC
                does not have, and as of the New LLC Closing Date and the Closing
                Date, shall
                not have, any current, former or retired employees.

               

              viii. Other
                than pursuant to this Amendment, Seller has not granted or offered
                and shall not
                grant or offer to any person any ownership interest in New
                LLC
                and/or right of first refusal to any membership interests (or other
                ownership interests) in New LLC.

               

              ix. New
                LLC:
                (i) has not made and will not make a general assignment
                for the benefit of creditors; (ii) has not filed any voluntary petition
                or
                suffered the filing of any involuntary petition by New LLC’s creditors,
                and will not file any voluntary petition nor suffer the filing of
any
                involuntary petition by New LLC’s creditors, under Title 11 of the U.S.
                Code, as now constituted or hereafter amended, or under any other
applicable
                federal or state bankruptcy law or other similar law; (iii) has not
suffered
                and will not suffer the appointment of a receiver to take possession
                of all, or substantially all, of New LLC’s assets; (iv) has not suffered
                and will not suffer an attachment, execution or other judicial seizure
                of all, or substantially all, of New LLC’s assets; or (v) has not submitted and
                will not submit to any action indicating an inability to meet its
                financial
                obligations as they accrue.

               

              5.
                Failure
                to Consummate the New LLC Transaction.
                If
                Seller fails to consummate the
                New
                LLC Transaction, Mezz shall have the right to enforce Buyer’s Remedies as set
                forth in Section
                6.2 or elsewhere in the Purchase Agreement, subject to the terms
                and conditions
contained
                therein. If Mezz fails to consummate the New LLC Transaction, Seller
                shall have
                the right
                to
                enforce Seller’s Remedies as set forth in Section 6.1 or elsewhere in the
                Purchase Agreement,
                subject to the terms and conditions contained therein.

               

              
                
                  
                  

                

                
                  -6-

                  
                    

                  

                

                
                  
                  

                

              

               

              6. Facsimile
                Signatures; Counterparts.
                This
                Amendment may be executed by the electronic
                exchange of copies hereof bearing the signatures of each of the parties.
                This
Amendment
                may be executed in several counterparts, each of which shall be deemed
                an
                original, and all such counterparts together shall constitute one
                and the same
                instrument.

               

              7. Governing
                Law.
                The
                validity, interpretation, construction, performance and enforcement
                of this
                Amendment and the rights and obligations of the parties hereunder
                shall be
                governed in all respects by the law of the State where the Property
                is
                located.

               

              8. Effect
                of Amendment.
                Except
                as amended herein, all terms and conditions of the Purchase Agreement
                are and
                remain unchanged and in full force and effect as therein written.

               

              [End
                of Text - Signatures on Following Page]

               

               

              
                
                  
                  

                

                
                  -7-

                  
                    

                  

                

                
                  
                  

                

                 

              

              
                 
IN
                WITNESS WHEREOF, the parties have executed this Amendment this __
                day of
June,
                2007.

               

              “SELLER”

               

              GLIMCHER
                UNIVERSITY MALL LIMITED PARTNERSHIP,

              a
                Delaware limited partnership

               

              By: 
                Glimcher
                Tampa, Inc., 

              a
                Delaware corporation, 

              General
                Partner

               

              By:___________________________

              Kim
                A.
                Rieck

              Senior
                Vice President

               

              “BUYER”

               

              SOMERA
                CAPITAL MANAGEMENT, LLC, 

              a
                California limited liability company

               

              By:__________________________

              David
                A.
                Brown 

              President

               

              [Signatures
                Continued on Next Page]

               

               

              
                
                  
                  

                

                
                  -8-

                  
                    

                  

                

                
                  
                  

                

              

              



              “NEW
                LLC”

               

              SOMEROCK
                UNIVERSITY MALL OWNER, LLC, 

              a
                Delaware limited liability company

               

              By: 
                Glimcher
                University Mall Limited Partnership, 

              a
                Delaware limited partnership

              Sole
                Member

               

              By: 
                Glimcher Tampa, Inc., 

              a
                Delaware corporation, 

              General
                Partner

               

              By:_____________________________

              Kim
                A.
                Rieck

              Senior
                Vice President

               

              “MEZZ”

               

              SOMEROCK
                UNIVERSITY MALL MEZZ, LLC, 

              a
                Delaware limited liability company

               

              By: 
                Somerock
                University Mall Holdings, LLC, 

              a
                Delaware limited liability company 

              Sole
                Member

               

              By: 
                SCM University Mall Investors, LLC, 

              a
                California limited liability company 

              Manager

               

              By: 
                Somera Capital Management, LLC,

              a
                California limited liability company

               

              By:_____________________________

              David
                A.
                Brown

              President

               

              [Signatures
                Continued on Next Page]

               

              
                
                  
                  

                

                
                  -9-

                  
                    

                  

                

                
                  
                  

                

              

               

              CONSENTED
                AND AGREED TO BY:

               

              “GPLP”

               

              GLIMCHER
                PROPERTIES LIMITED PARTNERSHIP, 

              a
                Delaware limited partnership

               

              By: 
                Glimcher Properties Corporation 

              a
                Delaware corporation 

              its
                sole
                general partner

               

              By:______________________________

              Kim
                A.
                Rieck

              Senior
                Vice President

              



               

              
                
                  
                  

                

                
                  -10-

                  
                    

                  

                

                
                  
                  

                

              

               

              EXHIBIT
                AA

               

              OWNER’S
                TITLE POLICY

              


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

               

              EXHIBIT
                BB

               

              ASSIGNMENT
                AND ASSUMPTION AGREEMENT

               

              THIS
                ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made as of
the
                ___
                day of,
                2007,
                by and between Glimcher University Mall Limited Partnership, a Delaware
                limited partnership, having an office c/o Glimcher Properties Limited
                Partnership, 150 East
                Gay
                Street, Columbus, Ohio 43215 (“Assignor”) and Somerock University Mall Mezz,
LLC,
                a
                Delaware limited liability company, having an office at 5383 Hollister
                Avenue,
                Suite 240 Santa
                Barbara, California 93111 (“Assignee”).

               

              W
                I T N E
                S S E T H:

               

              WHEREAS,
                Assignor owns one hundred percent (100%) of the Membership Interest
                (as defined
                below) in Somerock University Mall Owner, LLC, a Delaware limited
                liability
                company (the “Company”).

               

              WHEREAS,
                Assignor has agreed to sell and assign to Assignee, and Assignee
                has agreed
to
                purchase and assume, all of Assignor’s right, title and interest in and to the
                Membership Interest.

               

              NOW,
                THEREFORE, for valuable consideration in hand paid, the receipt and
                sufficiency
                of which is hereby acknowledged, the parties hereto agree as
                follows:

               

              1. Assignor
                hereby assigns, conveys, transfers and sets over unto Assignee, all
                right, title
                and interest of Assignor in and to the Company, together with any
                and all
                rights, privileges, benefits,
                obligations and liabilities appertaining thereto, including but not
                limited to
                all of Assignor’s
                right, title and interest as the sole member of the Company in and
                to the
                profits, losses,
                capital, cash flow, rentals, contract rights, cash, accounts, receivables,
                escrows, claims, choses in action and other assets of the Company,
                and (b) any
                and all member loans made by Assignor
                to the Company (collectively, the “Membership Interest”), reserving unto itself
                no rights
                or
                interests therein whatsoever.

               

              2. The
                parties consent to this Assignment and intend this Assignment to
                be an
absolute
                and unconditional assignment of the Membership Interest.

               

              3. Assignee
                hereby (a) takes and accepts the foregoing assignment, (b) adopts
                and agrees to
                be bound by all of the terms, covenants, conditions and provisions
                of the
                Company’s operating agreement, a copy of which is attached hereto as Exhibit
“A”
and made a part hereof, and
                (c)
                assumes and agrees to observe, perform, pay, comply with and discharge
                all of
                the obligations
                of the Company, as the sole member thereof, for all purposes, all
                from and after
                the date hereof, but not before, in the place and stead of
                Assignor.

               

              4. Assignor
                warrants and represents to Assignee that: (a) Assignor owns one hundred
                percent (100%) of the Membership Interest, (b) it has the full right,
                power and
                authority

              


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

              
                 
to
                assign
                and transfer the Membership Interest in the manner and form aforesaid,
                (c) it
                has granted
                no pledge, assignment, security interest, hypothecation or other
                encumbrance
                thereof or of any of the rights of Assignor to receive cash flow,
                proceeds, or
                other distributions from the Company, (d) all consents and approvals
                necessary
                for it to execute this Assignment have been obtained, and (e) the
                Membership
                Interest has not otherwise been conveyed, sold or transferred.

               

              5. Assignor
                hereby agrees to execute and deliver promptly upon request of Assignee
                such
                further agreements or instruments as may be necessary to complete
                the assignment
                and transfer
                of the Membership Interest to Assignee as contemplated hereby.

               

              6. This
                Agreement is executed by, and shall be binding upon and inure to
                the benefit of,
                the parties hereto and each of their respective successors and assigns.
                None of
                the provisions of this Agreement shall be for the benefit of or enforceable
                by
                any other person.

               

              7. This
                Agreement may be executed in any number of counterparts, and each
                such
                counterpart will for all purposes be deemed an original, and all
                such
                counterparts shall constitute one and the same instrument. The individuals
                signing this Agreement on behalf of the parties hereto represent
                and warrant
                that they are duly authorized to do so.

               

              8. This
                Agreement shall be construed in accordance with and governed by the
internal
                laws of the State of Delaware (without regard to principles of conflicts
                of
                laws).

               

              [Signatures
                appear on following page.]

               

               

              
                
                  
                  

                

                
                  -2-

                  
                    

                  

                

                
                  
                  

                

              

               

              IN
                WITNESS WHEREOF, the parties hereto have executed this Assignment
                Agreement
as
                of the
                __ day of 2007.

               

              ASSIGNOR:

               

              GLIMCHER
                UNIVERSITY MALL LIMITED PARTNERSHIP,

              a
                Delaware limited partnership

               

              By: 
                Glimcher
                Tampa, Inc., 

              a
                Delaware corporation, 

              General
                Partner

               

              By:__________________________

              Kim
                A.
                Rieck

              Senior
                Vice President

               

              ASSIGNEE:

               

              SOMEROCK
                UNIVERSITY MALL MEZZ, LLC, 

              a
                Delaware limited liability company

               

              By: 
                Somerock
                University Mall Holdings, LLC, 

              a
                Delaware limited liability company 

              Sole
                Member

               

              By: 
                Somera Investment Partners, LLC

              a
                California limited liability company 

              Manager

               

              By:____________________________

              Name:

              Title:

               

              
                
                  
                  

                

                
                  -3-

                  
                    

                  

                

                
                  
                  

                

              

              EXHIBIT
                A

               

              OPERATING
                AGREEMENT