サイトセンターズREITの四半期報告

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-11690

SITE Centers Corp.

(Exact name of registrant as specified in its charter)


Ohio		34-1723097
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

        3300 Enterprise Parkway
Beachwood, OH

     44122

     (Address of principal executive offices)

     (Zip Code)

Registrant’s telephone number, including area code: (216) 755-5500

Securities registered pursuant to Section 12(b) of the Act:

     Title of each class

     Trading
Symbol(s)

     Name of each exchange on which registered

     Common Shares, Par Value $0.10 Per Share

     SITC

     New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 31, 2025 the registrant had 52,462,340 shares of common stock, $0.10 par value per share, outstanding.

SITE Centers Corp.

QUARTERLY REPORT ON FORM 10-Q

QUARTER ENDED September 30, 2025

TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements – Unaudited
	Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024	3
	Consolidated Statements of Operations for the Three Months Ended September 30, 2025 and 2024	4
	Consolidated Statements of Operations for the Nine Months Ended September 30, 2025 and 2024	5
	Consolidated Statements of Comprehensive (Loss) Income for the Three and Nine Months Ended September 30, 2025 and 2024	6
	Consolidated Statements of Equity for the Three and Nine Months Ended September 30, 2025 and 2024	7
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024	8
	Notes to Condensed Consolidated Financial Statements	9
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	33
Item 4.	Controls and Procedures	34
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	35
Item 1A.	Risk Factors	35
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 3.	Defaults Upon Senior Securities	35
Item 4.	Mine Safety Disclosures	35
Item 5.	Other Information	35
Item 6.	Exhibits	36
SIGNATURES		37

SITE Centers Corp.

CONSOLIDATED BALANCE SHEETS

(unaudited; in thousands, except share amounts)


	September 30, 2025			December 31, 2024
Assets
Land	$	114,763		$	204,722
Buildings		640,700			964,845
Fixtures and tenant improvements		214,084			254,152
		969,547			1,423,719
Less: Accumulated depreciation		(537,815	)		(654,389	)
		431,732			769,330
Construction in progress and land		4,446			2,682
Total real estate assets, net		436,178			772,012
Investments in and advances to joint ventures, net		29,393			30,431
Cash and cash equivalents		128,234			54,595
Restricted cash		10,084			13,071
Accounts receivable		15,824			25,437
Amounts receivable from Curbline		313			1,771
Other assets, net		33,929			36,285
	$	653,955		$	933,602
Liabilities and Equity
Indebtedness	$	248,702		$	301,373
Amounts payable to Curbline		28,666			33,762
Accounts payable and other liabilities		68,301			81,723
Total liabilities		345,669			416,858
Commitments and contingencies
SITE Centers Equity
Common shares, with par value, $0.10 stated value; 75,000,000 shares authorized; 52,467,187 shares issued at both September 30, 2025 and December 31, 2024		5,247			5,247
Additional paid-in capital		3,981,555			3,981,597
Accumulated distributions in excess of net income		(3,680,364	)		(3,473,458	)
Deferred compensation obligation		—			8,041
Accumulated other comprehensive income		2,894			5,472
Less: Common shares in treasury at cost: 22,289 and 282,061 shares at September 30, 2025 and December 31, 2024, respectively		(1,046	)		(10,155	)
Total equity		308,286			516,744
	$	653,955		$	933,602

The accompanying notes are an integral part of these condensed consolidated financial statements.

SITE Centers Corp.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited; in thousands, except per share amounts)


	Three Months
	Ended September 30,
	2025			2024
Revenues from operations:
Rental income	$	24,203		$	59,441
Fee and other income		2,897			1,559
		27,100			61,000
Rental operation expenses:
Operating and maintenance		5,505			10,537
Real estate taxes		3,895			8,859
Impairment charges		106,570			—
General and administrative		10,295			17,179
Depreciation and amortization		10,768			23,228
		137,033			59,803
Other income (expense):
Interest expense		(3,975	)		(16,706	)
Interest income		1,411			14,002
Gain on derivative instruments		—			754
Debt extinguishment costs		(576	)		(32,559	)
Transaction costs and other expense		(797	)		(217	)
		(3,937	)		(34,726	)
Loss before earnings from discontinued operations, equity method investments and other items		(113,870	)		(33,529	)
Equity in net (loss) income of joint ventures		(499	)		328
Gain on disposition of real estate, net		108,401			368,139
(Loss) income before tax expense		(5,968	)		334,938
Tax expense of taxable REIT subsidiary and state franchise and income taxes		(190	)		(199	)
(Loss) income from continuing operations		(6,158	)		334,739
Loss from discontinued operations		—			(11,786	)
Net (loss) income	$	(6,158	)	$	322,953
Preferred dividends		—			(2,789	)
Net (loss) income attributable to common shareholders	$	(6,158	)	$	320,164

Per share data:
Basic:
(Loss) income from continuing operations	$	(0.13	)	$	6.31
Loss from discontinued operations		—			(0.22	)
Total	$	(0.13	)	$	6.09

Diluted:
(Loss) income from continuing operations	$	(0.13	)	$	6.29
Loss from discontinued operations		—			(0.22	)
Total	$	(0.13	)	$	6.07

The accompanying notes are an integral part of these condensed consolidated financial statements.

SITE Centers Corp.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited; in thousands, except per share amounts)


	Nine Months
	Ended September 30,
	2025			2024
Revenues from operations:
Rental income	$	86,315		$	236,703
Fee and other income		16,878			5,864
		103,193			242,567
Rental operation expenses:
Operating and maintenance		19,094			39,533
Real estate taxes		13,306			35,749
Impairment charges		106,570			66,600
General and administrative		29,108			45,603
Depreciation and amortization		36,941			88,284
		205,019			275,769
Other income (expense):
Interest expense		(14,854	)		(53,629	)
Interest income		2,494			29,845
Debt extinguishment costs		(1,080	)		(42,822	)
Gain on debt retirement		—			1,037
Loss on derivative instruments		—			(4,412	)
Transaction costs and other expense		(2,923	)		(743	)
		(16,363	)		(70,724	)
Loss before earnings from discontinued operations, equity method investments and other items		(118,189	)		(103,926	)
Equity in net (loss) income of joint ventures		(528	)		406
Gain on sale and change in control of interest		—			2,669
Gain on disposition of real estate, net		162,666			633,169
Income before tax expense		43,949			532,318
Tax expense of taxable REIT subsidiary and state franchise and income taxes		(518	)		(732	)
Income from continuing operations		43,431			531,586
Income from discontinued operations		—			6,060
Net income	$	43,431		$	537,646
Preferred dividends		—			(8,367	)
Net income attributable to common shareholders	$	43,431		$	529,279

Per share data:
Basic:
Income from continuing operations	$	0.80		$	9.95
Income from discontinued operations		—			0.12
Total	$	0.80		$	10.07

Diluted:
Income from continuing operations	$	0.80		$	9.91
Income from discontinued operations		—			0.12
Total	$	0.80		$	10.03

The accompanying notes are an integral part of these condensed consolidated financial statements.

SITE Centers Corp.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(unaudited; in thousands)


	Three Months						Nine Months
	Ended September 30,						Ended September 30,
	2025			2024			2025			2024
Net (loss) income	$	(6,158	)	$	322,953		$	43,431		$	537,646
Change in cash flow hedges, net of amount reclassed to earnings		(1,298	)		(2,459	)		(2,578	)		(8	)
Total other comprehensive loss		(1,298	)		(2,459	)		(2,578	)		(8	)
Comprehensive (loss) income	$	(7,456	)	$	320,494		$	40,853		$	537,638

The accompanying notes are an integral part of these condensed consolidated financial statements.

SITE Centers Corp.

CONSOLIDATED STATEMENTS OF EQUITY

(unaudited; in thousands)


	Common Shares		Additional Paid-in Capital			Accumulated Distributions in Excess of Net Income			Deferred Compensation Obligation			Accumulated Other Comprehensive Income			Treasury Stock at Cost			Total
Balance, December 31, 2024	$	5,247	$	3,981,597		$	(3,473,458	)	$	8,041		$	5,472		$	(10,155	)	$	516,744
Stock-based compensation, net		—		(385	)		—			(45	)		—			1,113			683
Termination of deferred compensation plan		—		—			—			(7,996	)		—			7,996			—
Dividends declared-common shares		—		—			(79,054	)		—			—			—			(79,054	)
Comprehensive income (loss)		—		—			49,589			—			(1,280	)		—			48,309
Balance, June 30, 2025		5,247		3,981,212			(3,502,923	)		—			4,192			(1,046	)		486,682
Stock-based compensation, net		—		343			—			—			—			—			343
Dividends declared-common shares		—		—			(171,283	)		—			—			—			(171,283	)
Comprehensive loss		—		—			(6,158	)		—			(1,298	)		—			(7,456	)
Balance, September 30, 2025	$	5,247	$	3,981,555		$	(3,680,364	)	$	—		$	2,894		$	(1,046	)	$	308,286


	Preferred Shares		Common Shares			Additional Paid-in Capital			Accumulated Distributions in Excess of Net Income			Deferred Compensation Obligation			Accumulated Other Comprehensive Income			Treasury Stock at Cost			Total
Balance, December 31, 2023	$	175,000	$	5,359		$	5,990,982		$	(3,934,736	)	$	5,167		$	6,121		$	(72,350	)	$	2,175,543
Stock-based compensation, net		—		—			(1,241	)		—			(230	)		—			3,214			1,743
Dividends declared-common shares		—		—			—			(54,753	)		—			—			—			(54,753	)
Dividends declared-preferred shares		—		—			—			(5,578	)		—			—			—			(5,578	)
Comprehensive income		—		—			—			214,693			—			2,451			—			217,144
Balance, June 30, 2024		175,000		5,359			5,989,741			(3,780,374	)		4,937			8,572			(69,136	)		2,334,099
Cancellation of treasury stock		—		(120	)		(63,900	)		—			—			—			64,020			—
Stock-based compensation, net		—		8			2,064			—			31			—			(1,981	)		122
Dividends declared-preferred shares		—		—			—			(2,789	)		—			—			—			(2,789	)
Comprehensive income (loss)		—		—			—			322,953			—			(2,459	)		—			320,494
Balance, September 30, 2024	$	175,000	$	5,247		$	5,927,905		$	(3,460,210	)	$	4,968		$	6,113		$	(7,097	)	$	2,651,926

The accompanying notes are an integral part of these condensed consolidated financial statements.

SITE Centers Corp.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited; in thousands)


	Nine Months
	Ended September 30,
	2025			2024
Cash flow from operating activities:
Net income	$	43,431		$	537,646
Adjustments to reconcile net income to net cash flow provided by operating activities:
Depreciation and amortization		36,941			117,840
Stock-based compensation		1,044			6,508
Amortization and write-off of debt issuance costs, commitment fees and fair market value of debt adjustments		3,044			46,766
Gain on debt retirement		—			(1,037	)
Loss on derivative instruments		—			4,412
Equity in net loss (income) of joint ventures		528			(406	)
Gain on sale and change in control of interests		—			(2,669	)
Gain on disposition of real estate, net		(162,666	)		(633,169	)
Impairment charges		106,570			66,600
Loss on abandoned tenant lease costs		911			—
Assumption of building due to ground lease termination		—			(2,678	)
Net change in accounts receivable		7,909			6,584
Net change in accounts payable and accrued expenses		(2,291	)		13,828
Net change in other operating assets and liabilities		(7,337	)		(17,026	)
Total adjustments		(15,347	)		(394,447	)
Net cash flow provided by operating activities		28,084			143,199
Cash flow from investing activities:
Real estate acquired, net of liabilities and cash assumed		—			(226,079	)
Real estate developed and improvements to operating real estate		(9,325	)		(57,870	)
Proceeds from disposition of real estate		357,546			2,132,733
Equity contributions to joint ventures		(9	)		(951	)
Repayment of joint venture advance		—			730
Distributions from unconsolidated joint ventures		500			1,400
Net cash flow provided by investing activities		348,712			1,849,963
Cash flow from financing activities:
Proceeds from mortgage debt		—			530,000
Payment of debt issuance costs		(6	)		(11,871	)
Payment of loan commitment fees		—			(7,712	)
Prepayment of Curbline loan costs		—			(5,034	)
Repayment of senior notes		—			(1,305,920	)
Repayment of mortgage debt and term loan		(55,481	)		(548,751	)
Payment of debt extinguishment costs		(228	)		(8,099	)
Proceeds from terminations of derivatives		—			8,098
Repurchase of common shares in conjunction with equity award plans and dividend reinvestment plan		(93	)		(4,774	)
Dividends paid		(250,336	)		(124,004	)
Net cash flow used for financing activities		(306,144	)		(1,478,067	)

Net increase in cash, cash equivalents and restricted cash		70,652			515,095
Cash, cash equivalents and restricted cash, beginning of period		67,666			569,031
Cash, cash equivalents and restricted cash, end of period	$	138,318		$	1,084,126

The accompanying notes are an integral part of these condensed consolidated financial statements.

Notes to Condensed Consolidated Financial Statements

Nature of Business and Financial Statement Presentation

Nature of Business

SITE Centers Corp. and its related consolidated real estate subsidiaries (collectively, the “Company” or “SITE Centers”) and unconsolidated joint ventures are primarily engaged in the business of owning, leasing, acquiring, redeveloping and managing shopping centers. Unless otherwise provided, references herein to the Company or SITE Centers include SITE Centers Corp. and its wholly-owned subsidiaries. The Company’s tenant base includes a mixture of national and regional retail chains and local tenants. Consequently, the Company’s credit risk is primarily concentrated in the retail industry.

On October 1, 2024, the Company completed the spin-off of 79 convenience retail properties consisting of approximately 2.7 million square feet of gross leasable area (“GLA”) into a separate, publicly-traded company named Curbline Properties Corp. (“Curbline” or “Curbline Properties”). The spin-off of the convenience properties represented a strategic shift in the Company’s business and, as such, the Curbline properties are reflected as discontinued operations in the consolidated financial statements for the three and nine months ended September 30, 2024.

Use of Estimates in Preparation of Financial Statements

The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during the year. Actual results could differ from those estimates.

Unaudited Interim Financial Statements

These financial statements have been prepared by the Company in accordance with GAAP for interim financial information and the applicable rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all information and footnotes required by GAAP for complete financial statements. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the results of the periods presented. The results of operations for the three and nine months ended September 30, 2025 and 2024 are not necessarily indicative of the results that may be expected for the full year. These condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Principles of Consolidation

The consolidated financial statements include the results of the Company and all entities in which the Company has a controlling interest or has been determined to be the primary beneficiary of a variable interest entity. All significant intercompany balances and transactions have been eliminated in consolidation. Investments in real estate joint ventures in which the Company has the ability to exercise significant influence, but does not have financial or operating control, are accounted for using the equity method of accounting. Accordingly, the Company’s share of the earnings (or loss) of these joint ventures is included in consolidated net income (loss).

Disposition of Real Estate

For the three and nine months ended September 30, 2025, the Company received gross proceeds of $277.2 million and $372.5 million, respectively from the sale of four and six wholly-owned shopping centers resulting in gain on dispositions of $108.2 million and $159.7 million, respectively. In addition, the Company recorded $8.4 million of other property revenues in conjunction with the resolution of a condemnation proceeding with the State of Florida relating to business damages and compensation for land taken in 2022 at the Shoppes at Paradise Pointe.

For the three and nine months ended September 30, 2024, the Company received gross proceeds of $1,361.6 million and $2,245.1 million, respectively, from the sale of 25 and 40 wholly-owned shopping centers and one parcel at a wholly-owned shopping center resulting in gain on dispositions of $368.1 million and $633.2 million, respectively.

Revision of prior year balances

The consolidated statement of equity for the comparative periods shown for December 31, 2023 to June 30, 2024 and continuing to September 30, 2024, have been revised to correct an immaterial error in the the Company’s previously filed Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 (the “2024 Q3 Report”) related to a misclassification between additional paid-in capital and treasury stock pertaining to the cancellation of shares of the Company’s treasury stock that took place in August 2024.

In the 2024 Q3 Report, the Company had reflected the retroactive impact of canceling shares of the Company’s treasury stock and should have shown the cancellation of shares of the Company’s treasury stock as occurring within the third quarter of 2024. The revised presentation reflects the correction of this error. This error had no impact on the Company’s previously reported total assets, total liabilities, total equity, net income, earnings per share or cash flows.

The table below shows the previously reported balances in the 2024 Q3 Report and revised balances shown within this Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, as of the following dates within the consolidated statements of equity for the three and nine months ended September 30, 2024 that were impacted (in thousands):


	Common Shares						Additional Paid-in Capital						Treasury Stock at Cost
	As reported				As revised		As reported				As revised		As reported						As revised
	3Q 24		Adjusted		3Q 24		3Q 24		Adjusted		3Q 24		3Q 24			Adjusted			3Q 24
December 31, 2023	$	5,239	$	120	$	5,359	$	5,923,919	$	67,063	$	5,990,982	$	(5,167	)	$	(67,183	)	$	(72,350	)
June 30, 2024		5,239		120		5,359		5,925,662		64,079		5,989,741		(4,937	)		(64,199	)		(69,136	)

In addition, a new line is presented in the consolidated statements of equity for the three and nine months ended September 30, 2024, reflecting the cancellation of shares of treasury stock impacting the following components of equity (in thousands):


	Common Shares			Additional Paid-in Capital			Treasury Stock at Cost
Cancellation of treasury stock	$	(120	)	$	(63,900	)	$	64,020

Reclassifications

Certain prior period amounts reported have been reclassified to conform with current year presentation.

Statements of Cash Flows and Supplemental Disclosure of Non-Cash Investing and Financing Information

Non-cash investing and financing activities are summarized as follows (in millions):


	Nine Months
	Ended September 30,
	2025		2024
Dividends declared, but not paid	$	—	$	2.8
Accounts payable related to construction in progress		0.9		2.8
Assumption of buildings due to ground lease terminations		—		2.7

Segments

The Company has a single operating segment. The Company’s shopping centers have common characteristics and are managed on a consolidated basis. The Company does not differentiate among properties on a geographical basis or any other basis for purposes of allocating resources or capital. The Company’s Chief Operating Decision Maker (“CODM”) may review operational and financial data on an ad-hoc basis at a property level. The CODM assesses performance for the segment and decides how to allocate resources based on net income as reported on the Company’s consolidated statements of operations. In addition, the CODM uses net operating income (“NOI”) as a supplemental measure to evaluate and assess the performance of the Company’s operating portfolio. NOI is defined as property revenues less property-related expenses and excludes depreciation and amortization expense, joint venture equity and fee income, interest income and expenses and corporate level transactions. The CODM uses net income and NOI to monitor budget versus actual results in assessing the performance of the Company’s properties to guide decisions regarding timing of property sales and payment of dividends. The CODM reviews significant expenses associated with the Company’s single reportable operating segment which are presented in the Company’s consolidated statements of operations. The measure of segment assets is reported in the Company’s consolidated balance sheets as total consolidated assets.

Recently Issued Accounting Standards

Income Taxes. In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09 which enhances income tax disclosure requirements in accordance with FASB Accounting Standards Codification (“ASC”) 740, Income Taxes. The amendments in this update are effective for annual reporting periods beginning after December 15, 2024. The Company will review the extent of the new disclosure necessary prior to implementation. Other than additional disclosure, the adoption of this ASU is not expected to have a material impact on the Company’s financial position and/or results of operations.

Expense Disaggregation Disclosures. In November 2024, the FASB issued ASU 2024-03, which requires additional disaggregated disclosure about certain income statement expense line items. ASU 2024-03 is effective for annual reporting years beginning after December 15, 2026 and interim periods within the fiscal years beginning after December 15, 2027. Other than additional disclosure, the adoption of this ASU is not expected to have a material impact on the Company’s financial position and/or results of operations.

Investments in and Advances to Joint Ventures, net

At both September 30, 2025 and December 31, 2024, the Company had ownership interests in various unconsolidated joint ventures that had investments in 11 shopping center properties. Condensed combined financial information of the Company’s unconsolidated joint ventures is as follows (in thousands):


	September 30, 2025			December 31, 2024
Condensed Combined Balance Sheets
Land	$	159,567		$	159,567
Buildings		497,011			494,062
Fixtures and tenant improvements		67,710			64,022
		724,288			717,651
Less: Accumulated depreciation		(184,957	)		(169,726	)
		539,331			547,925
Construction in progress and land		15			352
Real estate, net		539,346			548,277
Cash and restricted cash		33,950			25,750
Receivables, net		9,279			9,660
Other assets, net		9,850			12,519
	$	592,425		$	596,206

Mortgage debt	$	428,656		$	426,462
Notes and accrued interest payable to the Company		1,999			1,894
Other liabilities		30,344			32,533
		460,999			460,889
Accumulated equity		131,426			135,317
	$	592,425		$	596,206

Company's share of accumulated equity	$	25,039		$	26,016
Basis differentials		2,355			2,521
Amounts payable to the Company		1,999			1,894
Investments in and advances to joint ventures, net	$	29,393		$	30,431


	Three Months						Nine Months
	Ended September 30,						Ended September 30,
	2025			2024			2025			2024
Condensed Combined Statements of Operations
Revenues from operations	$	19,545		$	19,364		$	61,099		$	62,667
Expenses from operations:
Operating expenses		4,824			4,846			14,910			16,320
Depreciation and amortization		6,826			6,383			19,210			20,313
Interest expense		8,152			7,751			24,240			23,924
Other expense, net		1,382			1,367			4,164			5,311
		21,184			20,347			62,524			65,868
Loss before gain on disposition of real estate		(1,639	)		(983	)		(1,425	)		(3,201	)
Gain on disposition of real estate, net		—			1,968			1			10,365
Net (loss) income attributable to unconsolidated joint ventures	$	(1,639	)	$	985		$	(1,424	)	$	7,164
Company's share of equity in net income (loss) of joint ventures	$	(483	)	$	338		$	(481	)	$	(885	)
Basis differential adjustments(A)		(16	)		(10	)		(47	)		1,291
Equity in net (loss) income of joint ventures	$	(499	)	$	328		$	(528	)	$	406

(A) The difference between the Company’s share of net (loss) income, as reported above, and the amounts included in the Company’s consolidated statements of operations is attributable to the amortization of basis differentials, the recognition of deferred gains and differences in gain (loss) on sale of certain assets recognized due to the basis differentials.

Revenues earned by the Company for providing asset management, property management and leasing and development services to all of the Company’s unconsolidated joint ventures were $1.2 million and $3.6 million and $1.3 million and $4.1 million for the three and nine months ended September 30, 2025 and 2024, respectively.

Other Assets and Intangibles, net

Other assets and intangibles consist of the following (in thousands):


	September 30, 2025
	Asset		Accumulated Amortization			Net
Intangible assets, net:
In-place leases	$	28,130	$	(21,308	)	$	6,822
Above-market leases		2,075		(1,793	)		282
Lease origination costs		3,231		(2,537	)		694
Tenant relationships		12,489		(9,690	)		2,799
Total intangible assets, net		45,925		(35,328	)		10,597
Operating lease ROU assets							14,986
Other assets:
Prepaid expenses							5,312
Other assets							1,228
Deposits							1,806
Total other assets, net						$	33,929
	Liability		Accumulated Amortization			Net
Below-market leases	$	9,144	$	(2,695	)	$	6,449


	December 31, 2024
	Asset		Accumulated Amortization			Net
Intangible assets, net:
In-place leases	$	53,964	$	(45,641	)	$	8,323
Above-market leases		3,855		(3,492	)		363
Lease origination costs		5,732		(4,884	)		848
Tenant relationships		23,894		(20,487	)		3,407
Total intangible assets, net		87,445		(74,504	)		12,941
Operating lease ROU assets							15,818
Other assets:
Prepaid expenses							4,283
Other assets							1,192
Deposits							2,051
Total other assets, net						$	36,285
	Liability		Accumulated Amortization			Net
Below-market leases	$	16,034	$	(6,728	)	$	9,306

Amortization for the three and nine months ended September 30, 2025 and 2024 related to the Company’s intangibles was as follows (in thousands):


Period	Income		Expense
Three months ended September 30, 2025	$	123	$	598
Three months ended September 30, 2024		488		1,701
Nine months ended September 30, 2025		429		2,070
Nine months ended September 30, 2024		1,270		6,582

Leases

The disaggregation of the Company’s lease income, which is included in Rental income on the Company’s consolidated statements of operations, as either fixed or variable lease income based on the criteria specified in ASC 842, for the three and nine months ended September 30, 2025 and 2024, was as follows (in thousands):


	Three Months				Nine Months
	Ended September 30,				Ended September 30,
	2025		2024		2025		2024
Rental income:
Fixed lease income(A)	$	17,869	$	42,711	$	63,165	$	170,393
Variable lease income(B)		6,058		16,114		22,448		64,448
Above-market and below-market leases amortization, net		123		488		429		1,270
Adjustments for potentially uncollectible revenues and disputed amounts(C)		153		128		273		592
Total rental income	$	24,203	$	59,441	$	86,315	$	236,703

(A) Includes minimum base rents, expense reimbursements, ancillary income and straight-line rent adjustments.

(B) Includes expense reimbursements, percentage and overage rent, lease termination fee income and ancillary income.

Indebtedness

The following table discloses certain information regarding the Company’s secured indebtedness (in thousands):


	Carrying Value at						Interest Rate(A) at
	September 30, 2025			December 31, 2024			September 30, 2025	December 31, 2024	Maturity Date
Mortgage Indebtedness – Fixed Rate	$	98,656		$	99,862		6.7%	6.7%	November 2028
Mortgage Indebtedness – Variable Rate		152,625			206,900		6.9%	7.1%	September 2026
Net unamortized debt issuance costs		(2,579	)		(5,389	)
Total indebtedness	$	248,702		$	301,373

(A) The interest rate on variable-rate debt was calculated using the base rate and spread effective at the end of each reporting period.

On August 7, 2024, the Company closed and funded a $530.0 million mortgage loan (the “Mortgage Facility”) provided by affiliates of Atlas SP Partners, L.P. and Athene Annuity and Life Company. As of September 30, 2025, the outstanding balance was $152.6 million and 10 properties continued to serve as collateral for the Mortgage Facility. The Company is required to comply with certain covenants under the Mortgage Facility relating to net worth and liquidity. The Company was in compliance with these financial covenants at September 30, 2025. For the three and nine months ended September 30, 2025, the Company recorded debt extinguishment costs of $0.6 million and $1.1 million, respectively.

Financial Instruments and Fair Value Measurements

The following methods and assumptions were used by the Company in estimating fair value disclosures of financial instruments.

Cash and Cash Equivalents, Restricted Cash, Accounts Receivable, Accounts Payable and Other Liabilities

The carrying amounts reported in the Company’s consolidated balance sheets for these financial instruments approximated fair value because of their short-term maturities.

Debt

The following methods and assumptions were used by the Company in estimating fair value disclosures of debt. The fair market value for debt is estimated using a discounted cash flow technique that incorporates future contractual interest and principal payments and a market interest yield curve with adjustments for duration, optionality and risk profile, including the Company’s nonperformance risk and loan to value. The Company’s debt is classified as Level 3 in the fair value hierarchy. Considerable judgment is necessary to develop estimated fair values of financial instruments. Accordingly, the estimates presented are not necessarily indicative of the amounts the Company could realize on disposition of the financial instruments.

Carrying values that are different from estimated fair values are summarized as follows (in thousands):


	September 30, 2025				December 31, 2024
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Mortgage indebtedness	$	248,702	$	254,808	$	301,373	$	309,228

Cash Flow Hedges of Interest Rate Risk

The Company may use swaps and caps as part of its interest rate risk management strategy. The swaps designated as cash flow hedges involved the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

Prior to the termination and repayment of amounts outstanding under a term loan agreement on August 15, 2024, the Company had one effective swap with a notional amount of $200.0 million, expiring in June 2027, which converted the variable-rate SOFR component of the interest rate applicable to its term loan to a fixed rate of 2.75%. In 2024, in conjunction with the repayment of the term loan agreement, the swap was terminated and re-designated to convert the variable-rate SOFR component of the interest rate applicable to $200.0 million of the loan outstanding under the Mortgage Facility to a fixed rate of 2.75%. At the time of termination, the Company received a cash payment of $6.8 million and the fair value of the derivative remaining in Accumulated Other Comprehensive Income was $6.4 million. This amount is reclassified into interest expense in the period that the hedged forecasted transaction is probable of affecting earnings.

All components of the swap were included in the assessment of hedge effectiveness. The Company expects to reflect a decrease to interest expense (and a corresponding increase to earnings) of approximately $1.7 million within the next 12 months.

Other Comprehensive Income

The changes in Accumulated Other Comprehensive Income by component are as follows (in thousands):


	2025
Balance, December 31, 2024	$	5,472
Change in cash flow hedges		(19	)
Amounts reclassified from accumulated other comprehensive income to interest expense		(2,559	)
Balance, September 30, 2025(A)	$	2,894

(A) Includes derivative financial instruments entered into by the Company on its term loan and by an unconsolidated joint venture.

Discontinued Operations

On October 1, 2024, the Company completed the spin-off of 79 convenience properties to Curbline, a separate publicly traded company. The spin-off of the convenience properties represented a strategic shift in the Company’s business and, as such, the Curbline properties are reflected as discontinued operations for the three and nine months ended September 30, 2024. The operating results related to the Curbline properties were as follows (in thousands):


	Three Months Ended September 30, 2024			Nine Months Ended September 30, 2024
Revenue from operations:
Rental income	$	29,576		$	85,386
Other income		187			572
		29,763			85,958

Rental operation expenses:
Operating and maintenance		3,541			9,532
Real estate taxes		3,311			9,307
General and administrative		39			208
Depreciation and amortization		11,023			29,556
		17,914			48,603
Other income (expense):
Interest expense		—			(416	)
Transaction costs and other expense		(23,635	)		(30,879	)
		(23,635	)		(31,295	)
Net (loss) income attributable to discontinued operations	$	(11,786	)	$	6,060

The following table summarizes non-cash flow data related to discontinued operations (in millions):


	Nine Months Ended September 30, 2024
Accounts payable related to construction in progress	$	1.4
Assumption of buildings due to ground lease terminations		2.7
Recognition of below-market ground leases		13.7

For the nine months ended September 30, 2024, capital expenditures included in discontinued operations was $234.7 million.

Transactions with Curbline Properties

On October 1, 2024, the Company completed the spin-off of Curbline Properties. To govern certain ongoing relationships between the Company, Curbline Properties LP (the “Operating Partnership”) and Curbline Properties after the spin-off, and to provide for the allocation among the Company, the Operating Partnership and Curbline Properties of the Company’s assets, liabilities and obligations attributable to periods both prior to and following the separation of Curbline Properties and the Operating Partnership from SITE Centers, the Company, Curbline Properties and the Operating Partnership entered into agreements pursuant to which each provides certain services and has certain rights following the spin-off, and Curbline Properties, the Operating Partnership and SITE Centers indemnify each other against certain liabilities arising from their respective businesses. The Separation and Distribution Agreement, the Tax Matters Agreement, the Employee Matters Agreement, the Shared Services Agreement and other agreements governing ongoing relationships were negotiated between related parties and their terms, including fees and other amounts payable, may not be the same as if they had been negotiated at arm’s length with an unaffiliated third party.

Separation and Distribution Agreement

The Separation and Distribution Agreement contains obligations for the Company to complete certain redevelopment projects at properties that are owned by Curbline Properties. As of September 30, 2025, such redevelopment projects were estimated to cost $28.4 million to complete, which is recorded in Amounts payable to Curbline in the Company’s consolidated balance sheets.

In October 2024, consistent with the contractual obligations set forth in the Separation and Distribution Agreement, the Company entered into a lease agreement with Curbline pursuant to which the Company agreed to lease a portion of a property owned by Curbline in Miami, Florida for one year beginning on April 1, 2025. SITE Centers agreed to pay annual rent of $0.8 million along with a proportionate share of real estate tax expense. The first payment was made by SITE Centers in April 2025 and is reflected in General and administrative expense.

Shared Services Agreement

The fair value of the services provided by the Company to Curbline Properties in excess of the fees and the fair value of the services received by the Company from Curbline Properties is reflected as $0.8 million and $2.0 million of additional fee income within Fee and other income and $0.8 million and $2.0 million of expense within Other income (expense), net, in the Company’s consolidated statements of operations for the three and nine months ended September 30, 2025, respectively.

The Shared Services Agreement provides Curbline Properties the right to use the Company’s office space in New York, New York. This arrangement is considered an embedded lease based on the criteria specified in Topic 842. The sublease income received under the Shared Services Agreement of $0.4 million and $1.2 million is included in Rental income on the Company’s consolidated statements of operations for the three and nine months ended September 30, 2025, respectively.

Summary

For the three and nine months ended September 30, 2025, the Company recorded in Fee and other income on the Company’s consolidated statements of operations a cash fee of $0.9 million and $2.4 million, respectively, which represents 2% of Curbline’s gross revenue and $0.8 million and $2.0 million for the incremental fair value of services provided to Curbline offset by an embedded lease charge of $0.4 million and $1.2 million, respectively. Amounts payable to Curbline and amounts receivable from Curbline as of September 30, 2025, under the agreements described above, aggregated $28.7 million (including obligations to complete certain redevelopment projects at properties owned by Curbline) and $0.3 million, respectively.

10.

Earnings Per Share

On August 16, 2024, in anticipation of the spin-off of Curbline Properties, the Company effected a reverse stock split of its outstanding common shares at a ratio of one-for-four. Additionally, equitable adjustments were made to outstanding equity compensation awards on account of the dilutive impact of the October 2024 spin-off of Curbline Properties. All share and per share data included in these consolidated financial statements give retroactive effect to the reverse stock split for all periods presented.

The following table provides a reconciliation of net income and the number of common shares used in the computations of “basic” earnings per share (“EPS”), which utilizes the weighted-average number of common shares outstanding without regard to dilutive potential common shares, and “diluted” EPS, which includes all such shares (in thousands, except per share amounts):


	Three Months						Nine Months
	Ended September 30,						Ended September 30,
	2025			2024			2025			2024
Numerators – Basic and Diluted
Continuing Operations:
Net (loss) income	$	(6,158	)	$	334,739		$	43,431		$	531,586
Preferred dividends		—			(2,789	)		—			(8,367	)
Earnings attributable to unvested shares		(836	)		(1,171	)		(1,223	)		(2,005	)
Net (loss) income attributable to common shareholders after allocation to participating securities		(6,994	)		330,779			42,208			521,214
Discontinued Operations:
Income (loss) from discontinued operations		—			(11,786	)		—			6,060
Total	$	(6,994	)	$	318,993		$	42,208		$	527,274
Denominators – Number of Shares
Basic—Average shares outstanding		52,445			52,400			52,442			52,381
Assumed conversion of dilutive securities—PRSUs		—			153			—			177
Diluted—Average shares outstanding		52,445			52,553			52,442			52,558
Earnings Per Share:
Basic
From continuing operations	$	(0.13	)	$	6.31		$	0.80		$	9.95
From discontinued operations		—			(0.22	)		—			0.12
Total	$	(0.13	)	$	6.09		$	0.80		$	10.07
Diluted
From continuing operations	$	(0.13	)	$	6.29		$	0.80		$	9.91
From discontinued operations		—			(0.22	)		—			0.12
Total	$	(0.13	)	$	6.07		$	0.80		$	10.03

For the three and nine months ended September 30, 2024, Performance Restricted Stock Units (“PRSUs”) issued to certain executives in March 2024, March 2023 and March 2022 were considered in the computation of diluted EPS. In March 2024, the Company issued 178,527 common shares in settlement of PRSUs granted in 2021. Basic average shares outstanding do not include Restricted Stock Units (“RSUs”) representing 0.3 million common shares that were not vested at September 30, 2025. Dividend equivalents are paid on the outstanding RSUs, which makes these shares participating securities.

Common Share Dividends

The Company declared special cash dividends of $3.25 and $4.75 per common share for the three and nine months ended September 30, 2025, respectively. The Company declared cash dividends of $1.04 per common share for the nine months ended September 30, 2024.

11.

Impairment Charges

For the three and nine months ended September 30, 2025 and the nine months ended September 30, 2024, the Company recorded impairment charges aggregating $106.6 million and $66.6 million, respectively, based on the difference between the carrying value of the assets and the estimated fair market value. The impairment charges recorded were triggered by a change in the hold period assumptions.

Items Measured at Fair Value

The Company is required to assess the fair value of certain impaired consolidated investments. The valuation of impaired real estate assets is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each asset, as well as the income capitalization approach considering prevailing market capitalization rates, analysis of recent comparable sales transactions, actual sales negotiations and bona fide purchase offers received from third parties and/or consideration of the amount that currently would be required to replace the asset, as adjusted for obsolescence. In general, the Company considers multiple valuation techniques when measuring fair value of an investment. However, in certain circumstances, a single valuation technique may be appropriate.

These valuations are calculated based on market conditions and assumptions made by management at the time the valuation adjustments and impairments were recorded, which may differ materially from actual results if market conditions or the underlying assumptions change.

The following table presents information about the fair value of real estate that was impaired, and therefore, measured on a fair value basis, along with the related impairment charge for the three and nine months ended September 30, 2025. The table also indicates the fair value hierarchy of the valuation techniques used by the Company to determine such fair value (in millions):


	Fair Value Measurements
	Level 1		Level 2		Level 3		Total		Total Impairment Charges
September 30, 2025
Long-lived assets held and used	$	—	$	—	$	169.1	$	169.1	$	106.6

The following table presents quantitative information about the significant unobservable inputs used by the Company to determine the fair value (dollars in millions):


	Quantitative Information About Level 3 Fair Value Measurements
	Fair Value at		Valuation
Description	September 30, 2025		Technique	Unobservable Inputs	Range
Impairment of consolidated assets	$	18.0	Indicative Bid	Indicative Bid(A)	N/A
		32.4	Discounted Cash Flow	Discount Rate	13.9%
				Terminal Capitalization Rate	8.5%
		118.7	Income Capitalization Approach	Market Capitalization Rate(B)	8.0%-12.5%

(A) Fair value measurements based upon an indicative bid and developed by third-party sources (including offers and comparable sales values), subject to the Company’s corroboration for reasonableness. The Company does not have access to certain unobservable inputs used by these third parties to determine these estimated fair values.

(B) Weighted-average rate of 9.0%.

12.

Subsequent Events

In November 2025, the Company sold one property (Parker Pavilions, Parker, Colorado) for an aggregate gross sales price of approximately $8.4 million, of which approximately $6.1 million was utilized to repay indebtedness.

On October 21, 2025, the Company announced a special cash dividend of $1.00 per common share payable on November 14, 2025.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) provides readers with a perspective from management on the financial condition, results of operations and liquidity of SITE Centers Corp. and its consolidated subsidiaries (collectively, the “Company” or “SITE Centers”) and other factors that may affect the Company’s future results. The Company believes it is important to read the MD&A in conjunction with its Annual Report on Form 10-K for the year ended December 31, 2024, as well as other publicly available information.

EXECUTIVE SUMMARY

The Company is a self-administered and self-managed Real Estate Investment Trust (“REIT”) in the business of owning, leasing, acquiring, redeveloping and managing shopping centers. As of September 30, 2025, the Company’s portfolio consisted of 27 shopping centers (including 11 shopping centers owned through unconsolidated joint ventures). At September 30, 2025, the Company owned approximately 7.2 million square feet of gross leasable area (“GLA”) through all its shopping center properties (wholly-owned and joint venture). In addition, the Company owns two adjacent office buildings located in Beachwood, Ohio, totaling approximately 339,000 square feet of GLA, a portion of which currently serves as the Company’s headquarters.

On October 1, 2024, the Company completed the spin-off of Curbline Properties Corp. (“Curbline” or “Curbline Properties”), pursuant to which the Company contributed 79 convenience properties, $800 million of unrestricted cash and certain other assets, liabilities and obligations to Curbline Properties. The spin-off was effected pursuant to the Separation and Distribution Agreement, dated as of October 1, 2024, among the Company, Curbline, and Curbline Properties LP, a subsidiary of Curbline (the “Operating Partnership”). To govern certain ongoing relationships between the Company, Curbline and the Operating Partnership, the Company entered into a Tax Matters Agreement, an Employee Matters Agreement, a Shared Services Agreement and other agreements. The spin-off of the convenience properties represented a strategic shift in the Company’s business and, as such, the Curbline properties were considered as held for sale as of October 1, 2024, and are reflected as discontinued operations for the three and nine months ended September 30, 2024. Except as otherwise noted, operating statistics cited in this Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2024 have been adjusted to exclude discontinued operations and properties sold during the year ended December 31, 2024.

The following provides an overview of the Company’s key financial metrics (see Non-GAAP Financial Measures described later in this section) (in thousands, except per share amounts):


	Three Months						Nine Months
	Ended September 30,						Ended September 30,
	2025			2024			2025		2024
Net (loss) income attributable to common shareholders	$	(6,158	)	$	320,164		$	43,431	$	529,279
FFO attributable to common shareholders	$	3,639		$	(13,495	)	$	26,598	$	78,614
Operating FFO attributable to common shareholders	$	5,643		$	42,753		$	22,272	$	158,438
Earnings per share – Diluted	$	(0.13	)	$	6.07		$	0.80	$	10.03

For the nine months ended September 30, 2025, the decrease in net income, as compared to the prior-year period, primarily was the result of an increase in impairment charges, lower gains from dispositions of real estate recognized in 2025 as compared to the prior-year period, a decrease in rental income due to net property dispositions and the Curbline spin-off in 2024 and a decrease in interest income, partially offset by a decrease in the write-off of fees related to a mortgage financing commitment, Curbline transaction costs, interest expense, preferred dividend expense and an increase in fee and other income.

SITE Centers Strategy

From July 1, 2023 to December 31, 2024, the Company generated approximately $3.1 billion of gross proceeds from sales of properties for the purpose of acquiring additional convenience properties, capitalizing Curbline and, together with proceeds from the closing and funding of a $530.0 million mortgage loan (the “Mortgage Facility”), redeeming and/or repaying all of the Company’s outstanding unsecured indebtedness and preferred shares. As of November 5, 2025, the Company had generated approximately $380.9 million of additional gross proceeds from the sale of seven shopping centers during 2025, of which approximately $60.4 million was used to repay indebtedness outstanding under the Mortgage Facility. As of November 5, 2025, the Company had also entered into agreements to sell five properties for an aggregate sales price of approximately $292.1 million (subject to adjustment for certain closing pro-rations, allocations, credits and closing costs and prior to the required repayment of approximately $160.8 million of related mortgage indebtedness and payment of an estimated make-whole premium of approximately $7.3 million) for which the buyers’ general due diligence periods had expired. These transactions are expected to close in the fourth quarter of 2025.

The Company is also in various stages of marketing or contract negotiations for the sale of several other properties, though no assurances can be given that such efforts will result in additional asset sales, particularly in light of the dynamic interest rate environment and uncertain capital markets and economic conditions.

Going forward, the Company intends to realize value through operations and to consider various factors, including market conditions and differences between the public and private valuations of its portfolio, in evaluating when to pursue additional asset sales. The timing of any additional sales may also be impacted by interim leasing, tactical redevelopment activities and other asset management initiatives intended to maximize value. The Company generally expects to use proceeds from any additional asset sales to fund operations, repay outstanding indebtedness where applicable and make distributions to shareholders.

The Company expects that rental income and net operating income will decrease in future periods as compared to corresponding prior year periods as a result of the spin-off of Curbline, the significant volume of dispositions completed in 2024 and 2025 and the impact of tenant bankruptcies. The Company expects that its future dividend policy will be influenced by operations and asset sales, though the Company’s distribution of any sale proceeds to shareholders will be subject to collateral release and repayment requirements set forth in the terms of the Company’s indebtedness and management of liquidity and overall leverage levels in connection with ongoing operations.

Growth opportunities within the Company’s portfolio include rental rate increases, continued lease-up of the portfolio, and rent commencement with respect to recently executed leases.

Transaction and Investment Highlights

Transaction and investment highlights through November 5, 2025 include the following:

•

Sold seven wholly-owned shopping centers for an aggregate sales price of $380.9 million, of which approximately $60.4 million was utilized to repay indebtedness;

•

Declared special cash dividends of $1.50 and $3.25 per common share on June 17, 2025 and August 1, 2025 which were paid on July 15, 2025 and August 29, 2025, respectively, and

•

Announced a special cash dividend of $1.00 per common share on October 21, 2025 to be paid on November 14, 2025.

Operational Accomplishments

Operational highlights for the Company through September 30, 2025, include the following (excluding discontinued operations and properties sold in 2024):

•

Leased approximately 457,000 square feet of GLA, including 15 new leases and 53 renewals all on a pro-rata basis. As of September 30, 2025, the Company has addressed substantially all of its remaining 2025 lease expirations.

•

For the comparable leases executed in the nine months ended September 30, 2025, the Company generated cash lease spreads on a pro rata basis of (17.6)% for three new leases (9,347 square feet of GLA) and 2.2% for 53 renewals. Leasing spreads are a key metric in real estate, representing the percentage increase of rental rates on new and renewal leases over rental rates on existing leases, though leasing spreads exclude consideration of the amount of capital expended in connection with new leasing activity. The Company’s cash lease spreads calculation includes only those deals that were executed within one year of the date the prior tenant vacated, in addition to other factors that limit comparability;

•

Total portfolio average annualized base rent per square foot was $19.62 at September 30, 2025, as compared to $19.64 at December 31, 2024 and $19.60 at September 30, 2024, all on a pro rata basis;

•

The aggregate occupancy of the Company’s operating shopping center portfolio was 86.7% at September 30, 2025, as compared to 90.6% at December 31, 2024 and 89.8% at September 30, 2024, all on a pro rata basis and

•

For new leases executed in the nine months ended September 30, 2025, the Company expended a weighted-average cost of tenant improvements and lease commissions estimated at $6.32 per rentable square foot, on a pro rata basis, over the lease term, as compared to $6.85 per rentable square foot for the full year of 2024. The Company generally does not expend a significant amount of capital on lease renewals.

The comparability of year-over-year and period-over-period operating metrics has been increasingly impacted by the level and composition of the Company’s disposition activities and the reduced size of the Company’s portfolio.

RESULTS OF OPERATIONS

The spin-off of Curbline Properties in October 2024 represented a strategic shift in the Company’s business and, as such, the Curbline properties are reflected in the financial results as discontinued operations for all periods presented. Consolidated shopping center properties owned as of January 1, 2024, are referred to herein as the “Comparable Portfolio Properties.”

Revenues from Operations (in thousands)


	Three Months
	Ended September 30,
	2025		2024		$ Change
Rental income(A)	$	24,203	$	59,441	$	(35,238	)
Fee and other income(B)		2,897		1,559		1,338
Total revenues	$	27,100	$	61,000	$	(33,900	)


	Nine Months
	Ended September 30,
	2025		2024		$ Change
Rental income(A)	$	86,315	$	236,703	$	(150,388	)
Fee and other income(B)		16,878		5,864		11,014
Total revenues	$	103,193	$	242,567	$	(139,374	)

(A)

The following tables summarize the key components of the rental income (in thousands):


	Three Months
	Ended September 30,
Contractual Lease Payments	2025		2024		$ Change
Base and percentage rental income	$	17,784	$	43,141	$	(25,357	)
Recoveries from tenants		5,928		15,409		(9,481	)
Uncollectible revenue		153		128		25
Lease termination fees, ancillary and other rental income		338		763		(425	)
Total contractual lease payments	$	24,203	$	59,441	$	(35,238	)


	Nine Months
	Ended September 30,
Contractual Lease Payments	2025		2024		$ Change
Base and percentage rental income(1)	$	62,684	$	170,008	$	(107,324	)
Recoveries from tenants(2)		22,230		61,959		(39,729	)
Uncollectible revenue		273		592		(319	)
Lease termination fees, ancillary and other rental income(3)		1,128		4,144		(3,016	)
Total contractual lease payments	$	86,315	$	236,703	$	(150,388	)

(1)

The changes in base and percentage rental income for the nine months ended September 30, 2025, were due to the following (in millions):


	Increase (Decrease)
Acquisition of shopping centers	$	0.7
Comparable Portfolio Properties		0.3
Disposition of shopping centers		(106.6	)
Straight-line rents		(1.7	)
Total	$	(107.3	)

At September 30, 2025 and 2024, the Company owned 16 and 22 wholly-owned shopping center properties, respectively, with an aggregate occupancy rate of 86.0% and 89.7%, respectively, and average annualized base rent per occupied square foot of $19.80 and $19.78, respectively. The decrease in occupancy rate was primarily due to transactional activity.

(2)

Recoveries from tenants were approximately 68.6% and 82.3% of operating expenses and real estate taxes for the nine months ended September 30, 2025 and 2024, respectively. The decrease in the recovery percentage primarily was due to transactional activity and the remaining mix of properties.

(3)

The decrease in Lease termination fees, ancillary and other rental income is primarily due to asset sales and lease termination fees for the nine months ended September 30, 2024 of $1.3 million.

(B)

For the nine months ended September 30, 2025, Fee and other income included $8.4 million of other property revenues in conjunction with the resolution of a condemnation proceeding with the State of Florida relating to business damages and compensation for land taken in 2022 at the Shoppes at Paradise Pointe. Otherwise, Fee and other income was primarily earned from the Company’s unconsolidated joint ventures and Curbline Properties. Changes in the number of assets under management will impact the amount of revenue recorded in future periods. The Company or its joint venture partners may also elect to terminate their joint venture arrangements in connection with a change in investment strategy or otherwise.

Expenses from Operations (in thousands)


	Three Months
	Ended September 30,
	2025		2024		$ Change
Operating and maintenance	$	5,505	$	10,537	$	(5,032	)
Real estate taxes		3,895		8,859		(4,964	)
Impairment charges		106,570		—		106,570
General and administrative		10,295		17,179		(6,884	)
Depreciation and amortization		10,768		23,228		(12,460	)
	$	137,033	$	59,803	$	77,230


	Nine Months
	Ended September 30,
	2025		2024		$ Change
Operating and maintenance(A)	$	19,094	$	39,533	$	(20,439	)
Real estate taxes(A)		13,306		35,749		(22,443	)
Impairment charges(B)		106,570		66,600		39,970
General and administrative(C)		29,108		45,603		(16,495	)
Depreciation and amortization(A)		36,941		88,284		(51,343	)
	$	205,019	$	275,769	$	(70,750	)

(A)

The changes for the nine months ended September 30, 2025, were due to the following (in millions):


	Operating and Maintenance			Real Estate Taxes			Depreciation and Amortization
Acquisition of shopping centers	$	0.2		$	0.2		$	0.3
Comparable Portfolio Properties		(0.3	)		0.2			(3.0	)
Disposition of shopping centers		(20.3	)		(22.8	)		(48.6	)
	$	(20.4	)	$	(22.4	)	$	(51.3	)

(B)

The Company recorded impairment charges in the current and prior year triggered by a change in the hold period assumptions.

(C)

The decrease in General and administrative expenses for the nine months ended September 30, 2025 is primarily due to the transfer of some of the Company’s employees to Curbline at the time of the spin-off.

Other Income and Expenses (in thousands)


	Three Months
	Ended September 30,
	2025			2024			$ Change
Interest expense	$	(3,975	)	$	(16,706	)	$	12,731
Interest income		1,411			14,002			(12,591	)
Gain on derivative instruments		—			754			(754	)
Debt extinguishment costs		(576	)		(32,559	)		31,983
Transaction costs and other expense		(797	)		(217	)		(580	)
	$	(3,937	)	$	(34,726	)	$	30,789


	Nine Months
	Ended September 30,
	2025			2024			$ Change
Interest expense(A)	$	(14,854	)	$	(53,629	)	$	38,775
Interest income(B)		2,494			29,845			(27,351	)
Debt extinguishment costs(C)		(1,080	)		(42,822	)		41,742
Gain on debt retirement(D)		—			1,037			(1,037	)
Loss on derivative instruments(E)		—			(4,412	)		4,412
Transaction costs and other expense(F)		(2,923	)		(743	)		(2,180	)
	$	(16,363	)	$	(70,724	)	$	54,361

(A)

The weighted-average debt outstanding and related weighted-average interest rate are as follows:


	Nine Months
	Ended September 30,
	2025			2024
Weighted-average debt outstanding (in billions)	$	0.3		$	1.3
Weighted-average interest rate		6.1	%		5.2	%

In 2024, the Company simplified its debt structure. As of September 30, 2025, the Company’s consolidated indebtedness consisted of two outstanding mortgages (the Mortgage Facility and a mortgage loan encumbering Nassau Park Pavilion) with an aggregate outstanding balance of $251.3 million and a weighted average interest rate (based on contractual rates and excluding amortization of debt issuance costs) of 6.8% at September 30, 2025. At September 30, 2025, the weighted-average maturity (without extensions) was 1.8 years.

(B)

Related to excess cash primarily as a result of sale proceeds maintained in money market accounts.

(C)

In 2025, consisted of write-offs of loan costs and payments of debt extinguishment costs due the release of sold properties from the Mortgage Facility of $1.1 million. In 2024, primarily related to write-offs of loan costs and commitment fees and payment of debt extinguishment costs due to the termination of a mortgage financing commitment ($21.2 million), a revolving credit facility ($3.9 million), redemption of certain senior unsecured notes ($6.7 million), pay-off of a term loan ($0.9 million) and the release of properties from the Mortgage Facility ($10.1 million).

(D)

Related to the prior year repurchase of senior unsecured notes due in 2025, 2026 and 2027 for total cash consideration, including expenses, of $87.1 million and fair value discount write-off.

(E)

In 2024, derivative mark-to-market impact related to the partial hedge on the potential interest rate impact to yield maintenance premiums on outstanding senior unsecured notes. The hedge was terminated in conjunction with the redemption of certain senior unsecured notes and the Company received a cash payment of $1.3 million during the three months ended September 30, 2024.

(F)

In 2025, primarily consists of an adjustment to reflect the fair value of services provided to Curbline relative to the fees and fair value of the services received from Curbline under the Shared Services Agreement.

Other Items (in thousands)


	Three Months
	Ended September 30,
	2025			2024			$ Change
Equity in net (loss) income of joint ventures	$	(499	)	$	328		$	(827	)
Gain on disposition of real estate, net		108,401			368,139			(259,738	)
Tax expense of taxable REIT subsidiary and state franchise and income taxes		(190	)		(199	)		9
Loss from discontinued operations		—			(11,786	)		11,786


	Nine Months
	Ended September 30,
	2025			2024			$ Change
Equity in net (loss) income of joint ventures(A)	$	(528	)	$	406		$	(934	)
Gain on sale and change in control of interest(B)		—			2,669			(2,669	)
Gain on disposition of real estate, net(C)		162,666			633,169			(470,503	)
Tax expense of taxable REIT subsidiary and state franchise and income taxes		(518	)		(732	)		214
Income from discontinued operations(D)		—			6,060			(6,060	)

(A)

The reduction in Equity in net (loss) income of joint ventures is the result of the gains recognized in 2024 from joint venture property sales and an increase in interest expense in 2025. During the nine months ended September 30, 2024, the DDRM Properties Joint Venture sold one shopping center for $36.5 million ($7.3 million at the Company’s share) in addition to selling its remaining asset to the Company for $44.2 million ($35.4 million at the Company’s share), for which the Company recorded a Gain on sale and change in control of interest. At both September 30, 2025 and 2024, the Company had an economic investment in unconsolidated joint ventures which owned 11 shopping center properties. Joint venture property sales or the termination of joint venture arrangements could significantly impact the amount of income or loss recognized in future periods, and the amount of proceeds allocated to the Company from the conclusion of the Company’s joint venture relationships may vary based on joint venture return calculations and promoted structures.

(B)

In May 2024, the Company acquired its partner’s 80% interest in one asset previously owned by the DDRM Properties Joint Venture (Meadowmont Village, Chapel Hill, North Carolina) for $35.4 million and stepped up its 20% interest due to change in control.

(C)

The Company sold six wholly-owned shopping centers in 2025 and sold 40 wholly-owned shopping centers and one parcel at a wholly-owned shopping center in 2024. See “— Sources and Uses of Capital”.

(D)

The spin-off of the convenience properties to Curbline on October 1, 2024, represented a strategic shift in the Company’s business and, as such, the Curbline properties are reflected as discontinued operations in the consolidated financial statements on a retrospective basis.

Net Income (in thousands)


	Three Months
	Ended September 30,
	2025			2024		$ Change
Net (loss) income attributable to common shareholders	$	(6,158	)	$	320,164	$	(326,322	)


	Nine Months
	Ended September 30,
	2025		2024		$ Change
Net income attributable to common shareholders	$	43,431	$	529,279	$	(485,848	)

The decrease in net income, as compared to the prior-year period, primarily was the result of an increase in impairment charges, lower gains from dispositions of real estate recognized in 2025 as compared to the prior-year period, a decrease in rental income due to net property dispositions and the Curbline spin-off in 2024 and a decrease in interest income, partially offset by a decrease in the write-off of fees related to a mortgage financing commitment, Curbline transaction costs, interest expense, preferred dividend expense and an increase in fee and other income.

NON-GAAP FINANCIAL MEASURES

Funds from Operations and Operating Funds from Operations

Definition and Basis of Presentation

The Company believes that Funds from Operations (“FFO”) and Operating FFO, both non-GAAP financial measures, provide additional and useful means to assess the financial performance of REITs. FFO and Operating FFO are frequently used by the real estate industry, as well as securities analysts, investors and other interested parties, to evaluate the performance of REITs. The Company also believes that FFO and Operating FFO more appropriately measure the core operations of the Company and provide benchmarks to its peer group.

FFO excludes GAAP historical cost depreciation and amortization of real estate and real estate investments, which assume that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions, and many companies use different depreciable lives and methods. Because FFO excludes depreciation and amortization unique to real estate and gains and losses from property dispositions, it can provide a performance measure that, when compared year over year, reflects the impact on operations from trends in occupancy rates, rental rates, operating costs, interest costs and acquisition, disposition and development activities. This provides a perspective of the Company’s financial performance not immediately apparent from net income determined in accordance with GAAP.

FFO is generally defined and calculated by the Company as net income (loss) (computed in accordance with GAAP), adjusted to exclude (i) preferred share dividends, (ii) gains and losses from disposition of real estate property and related investments, which are presented net of taxes, (iii) impairment charges on real estate property and related investments, (iv) gains and losses from changes in control and (v) certain non-cash items. These non-cash items principally include real property depreciation and amortization of intangibles, and equity income (loss) from joint ventures and adding the Company’s proportionate share of FFO from its unconsolidated joint ventures determined on a consistent basis. The Company’s calculation of FFO is consistent with the definition of FFO provided by the National Association of Real Estate Investment Trusts ("NAREIT").

The Company believes that certain charges, income and gains recorded in its operating results are not comparable or reflective of its core operating performance. Operating FFO is useful to investors as the Company removes non-comparable charges, income and gains to analyze the results of its operations and assess performance of the core operating real estate portfolio. As a result, the Company also computes Operating FFO and discusses it with the users of its financial statements, in addition to other measures such as net income (loss) determined in accordance with GAAP and FFO. Operating FFO is generally defined and calculated by the Company as FFO excluding certain charges, income and gains/losses that management believes are not comparable and indicative of the results of the Company’s operating real estate portfolio. Such adjustments include gains/losses on the early extinguishment of debt, certain transaction fee income, transaction costs and other restructuring type costs, including employee separation costs. The disclosure of these adjustments is regularly requested by users of the Company’s financial statements.

The adjustment for these charges, income and gains may not be comparable to how other REITs or real estate companies calculate their results of operations, and the Company’s calculation of Operating FFO differs from NAREIT’s definition of FFO. Additionally, the Company provides no assurances that these charges, income and gains are non-recurring. These charges, income and gains could be reasonably expected to recur in future results of operations.

These measures of performance are used by the Company for several business purposes and by other REITs. The Company uses FFO and/or Operating FFO in part (i) as a disclosure to improve the understanding of the Company’s operating results among the investing public, (ii) as a measure of a real estate asset company’s performance, (iii) to influence acquisition, disposition and capital investment strategies and (iv) to compare the Company’s performance to that of other publicly traded shopping center REITs.

For the reasons described above, management believes that FFO and Operating FFO provide the Company and investors with an important indicator of the Company’s operating performance. They provide recognized measures of performance other than GAAP net income, which may include non-cash items (often significant). Other real estate companies may calculate FFO and Operating FFO in a different manner.

Management recognizes the limitations of FFO and Operating FFO when compared to GAAP’s net income. FFO and Operating FFO do not represent amounts available for dividends, capital replacement or expansion, debt service obligations or other commitments and uncertainties. Management does not use FFO or Operating FFO as an indicator of the Company’s cash obligations and funding requirements for future commitments, acquisitions or development activities. Neither FFO nor Operating FFO represents cash generated from operating activities in accordance with GAAP, and neither is necessarily indicative of cash available to fund cash needs. Neither FFO nor Operating FFO should be considered an alternative to net income (computed in accordance with GAAP) or as an alternative to cash flow as a measure of liquidity. FFO and Operating FFO are simply used as additional indicators of the Company’s operating performance.

The Company believes that to further understand its performance, FFO and Operating FFO should be compared with the Company’s reported net income (loss) and considered in addition to cash flows determined in accordance with GAAP, as presented in its consolidated financial statements. Reconciliations of these measures to their most directly comparable GAAP measure of net income (loss) have been provided below.

Reconciliation Presentation

FFO and Operating FFO attributable to common shareholders were as follows (in thousands):


	Three Months
	Ended September 30,
	2025		2024			$ Change
FFO attributable to common shareholders	$	3,639	$	(13,495	)	$	17,134
Operating FFO attributable to common shareholders		5,643		42,753			(37,110	)


	Nine Months
	Ended September 30,
	2025		2024		$ Change
FFO attributable to common shareholders	$	26,598	$	78,614	$	(52,016	)
Operating FFO attributable to common shareholders		22,272		158,438		(136,166	)

The decrease in FFO for the nine months ended September 30, 2025, as compared to the prior-year period, was primarily attributable to lower NOI as a result of property dispositions and the spin-off of Curbline Properties and lower interest income, partially offset by increased fee and other income, decreased interest expense and preferred dividend expense and decreased debt related charges. The decrease in Operating FFO was primarily due to the spin-off of Curbline Properties, lower NOI as a result of property dispositions and lower interest income, partially offset by decreased interest expense, no preferred dividend expense and decreased debt related charges.

The Company’s reconciliation of net income attributable to common shareholders computed in accordance with GAAP to FFO attributable to common shareholders and Operating FFO attributable to common shareholders is as follows (in thousands). The Company provides no assurances that these charges and gains are non-recurring. These charges and gains could reasonably be expected to recur in future results of operations:


	Three Months						Nine Months
	Ended September 30,						Ended September 30,
	2025			2024			2025			2024
Net (loss) income attributable to common shareholders	$	(6,158	)	$	320,164		$	43,431		$	529,279
Depreciation and amortization of real estate investments		9,716			22,230			34,184			84,720
Equity in net income (loss) of joint ventures		499			(328	)		528			(406	)
Joint ventures’ FFO(A)		1,413			1,555			4,551			4,703
Discontinued operations’ depreciation		—			11,023			—			29,556
Impairment of real estate		106,570			—			106,570			66,600
Gain on sale and change in control of interests		—			—			—			(2,669	)
Gain on disposition of real estate, net		(108,401	)		(368,139	)		(162,666	)		(633,169	)
FFO attributable to common shareholders		3,639			(13,495	)		26,598			78,614
Gain on debt retirement		—			—			—			(1,037	)
Discontinued operations’ transaction and other costs		—			23,628			—			30,850
Debt extinguishment, transaction and other (at SITE Centers’ share)(B)		642			32,025			2,016			48,191
Condemnation revenue		—			—			(8,379	)		—
Separation and other charges		1,362			595			2,037			1,820
Non-operating items, net		2,004			56,248			(4,326	)		79,824
Operating FFO attributable to common shareholders	$	5,643		$	42,753		$	22,272		$	158,438

(A) At September 30, 2025 and 2024, the Company had an economic investment in unconsolidated joint ventures which owned 11 shopping center properties. These joint ventures represent the investments in which the Company recorded its share of equity in net income or loss and, accordingly, FFO and Operating FFO.

Joint ventures’ FFO and Operating FFO are summarized as follows (in thousands):


	Three Months						Nine Months
	Ended September 30,						Ended September 30,
	2025			2024			2025			2024
Net (loss) income attributable to unconsolidated joint ventures	$	(1,639	)	$	985		$	(1,424	)	$	7,164
Depreciation and amortization of real estate investments		6,826			6,383			19,210			20,313
Gain on disposition of real estate, net		—			(1,968	)		(1	)		(10,365	)
FFO	$	5,187		$	5,400		$	17,785		$	17,112
FFO at SITE Centers’ ownership interests	$	1,413		$	1,555		$	4,551		$	4,703
Operating FFO at SITE Centers’ ownership interests	$	1,413		$	1,555		$	4,551		$	4,892

(B) For the three and nine months ended September 30, 2024, includes $32.6 million and $42.8 million, respectively, of debt extinguishment costs.

LIQUIDITY, CAPITAL RESOURCES AND FINANCING ACTIVITIES

The Company requires capital to fund its operating expenses, capital expenditures and obligations. The Company’s primary capital sources include cash flow from operations, debt financings and proceeds from asset sales. The Company remains committed to monitoring the duration of its indebtedness, to maintaining prudent leverage levels in an effort to manage its overall risk profile while maintaining strategic flexibility and to closely monitoring liquidity and its cash position following the termination of its revolving credit facility in August 2024.

As of September 30, 2025, the Company had $251.3 million aggregate principal amount of consolidated indebtedness outstanding consisting of the Mortgage Facility secured by 10 assets having an outstanding principal balance of $152.6 million and a mortgage loan secured by Nassau Park Pavilion having an outstanding principal balance of $98.7 million. As a result of asset sales and related loan repayments consummated subsequent to quarter-end, as of November 5, 2025, the Mortgage Facility had an outstanding principal balance of $146.5 million and was secured by nine assets. In addition, as of September 30, 2025, the Company’s unconsolidated joint ventures had $441.0 million of indebtedness ($106.2 million at SITE Centers’ share).

The Company’s consolidated and unconsolidated debt obligations generally require monthly payments of principal and/or interest over the term of the obligation. While the Company currently believes it may be able to obtain additional debt financing in order to fund its business, no assurance can be provided that these obligations will be refinanced or repaid as currently anticipated. Any new debt financings may also entail higher rates of interest than the indebtedness being refinanced, which could have an adverse effect on the Company’s operations.

The Company expects that operating expenses, redevelopment obligations and capital expenditures will generally be financed through cash provided from operating activities and asset sales. At September 30, 2025, the Company had an unrestricted cash balance of $128.2 million, of which approximately $52.7 million will be used in November 2025 to pay the special cash dividend of $1.00 per common share announced in October 2025. As of September 30, 2025, the Company anticipates that it has approximately $28.4 million to be incurred to complete redevelopment projects at properties owned by Curbline pursuant to the terms of the Separation and Distribution Agreement. The Company believes it has sufficient liquidity to operate its business at this time.

Unconsolidated Joint Ventures’ Mortgage Indebtedness – as of September 30, 2025

The outstanding indebtedness of the Company’s unconsolidated joint ventures at September 30, 2025, which matures in the subsequent 13-month period (i.e., through October 2026), consists of $60.4 million ($30.0 million at SITE Centers’ share) which can be extended in accordance with the loan documents.

No assurance can be provided that these obligations will be refinanced or repaid as currently anticipated. Any future deterioration in property-level revenues may cause the Company or one or both of its joint ventures to be unable to refinance maturing obligations or satisfy applicable covenants, financial tests or debt service requirements or loan maturity extension conditions in the future, thereby allowing the mortgage lender to assume control of property cash flows, limit distributions of cash to joint venture members, declare a default, increase the interest rate or accelerate the loan’s maturity. In addition, rising interest rates or challenged transaction markets may adversely impact the ability of the Company or its joint ventures to sell assets at attractive prices in order to repay indebtedness.

Cash Flow Activity

The Company’s cash flow activities are summarized as follows (in thousands):


	Nine Months
	Ended September 30,
	2025			2024
Cash flow provided by operating activities	$	28,084		$	143,199
Cash flow provided by investing activities		348,712			1,849,963
Cash flow used for financing activities		(306,144	)		(1,478,067	)

Changes in cash flow for the nine months ended September 30, 2025, compared to the prior comparable period, are as follows:

Operating Activities: Cash provided by operating activities decreased $115.1 million primarily due to changes in working capital from disposition activity and a decrease in interest income partially offset by an increase in fee and other income related to the condemnation proceeds.

Investing Activities: Cash provided by investing activities decreased $1,501.3 million primarily due to the following:

•

Decrease in real estate assets acquired, developed and improved of $274.6 million;

•

Decrease in proceeds from disposition of real estate of $1,775.2 million and

•

Decrease in distributions from unconsolidated joint ventures of $0.9 million.

Financing Activities: Cash used for financing activities decreased $1,171.9 million primarily due to the following:

•

Decrease in repayment of senior unsecured notes, mortgage debt, debt issuance costs, Curbline loan costs and loan commitment fees of $1,823.6 million; partially offset by a decrease in proceeds from the Mortgage Facility of $530.0 million;

•

Decrease in repurchase of common shares in conjunction with equity award plans and dividend reinvestment plan of $4.7 million and

•

Increase in dividends paid of $126.3 million.

Dividend Distribution

The Company declared special cash common dividends of $250.3 million during the nine months ended September 30, 2025. The Company declared common and preferred cash dividends of $63.1 million for the nine months ended September 30, 2024.

On October 21, 2025, the Company announced a special cash dividend of $1.00 per common share (approximately $52.7 million in the aggregate) to be paid on November 14, 2025.

The decision to declare and pay future dividends on the Company’s common shares, as well as the timing, amount and composition of any such future dividends, will be at the discretion of the Company’s Board of Directors. The Company does not currently expect to make regular quarterly dividend payments in the future. Instead, the Company intends to pursue a dividend policy of retaining sufficient free cash flow to support the Company’s capital needs while still adhering to REIT payout requirements and minimizing federal income taxes. The Company expects that the frequency and timing of future dividends will be influenced by operations and asset sales, though the Company’s distribution of any sale proceeds to shareholders will be subject to collateral release and repayment requirements set forth in the terms of the Company’s indebtedness and prudent management of liquidity and overall leverage levels in connection with ongoing operations. The Company is required by the Internal Revenue Code of 1986, as amended, to distribute at least 90% of its REIT taxable income; however, there can be no assurances as to the timing and amounts of future dividends.

SITE Centers’ Equity

In 2022, the Company’s Board of Directors authorized a common share repurchase program. Under the terms of the program, the Company is authorized to repurchase up to a maximum value of $100 million of its common shares. Through September 30, 2025, the Company had repurchased 0.5 million of its common shares in open market transactions under this program at an aggregate cost of approximately $26.6 million.

SOURCES AND USES OF CAPITAL

The Company remains committed to maintaining sufficient liquidity, managing debt duration and maintaining prudent leverage levels in an effort to manage its overall risk profile while maintaining strategic flexibility. Asset sales, cash flow from operations and debt financings continue to represent potential sources of proceeds to be used to achieve these objectives.

As of November 5, 2025, the Company had entered into agreements to sell five properties for an aggregate sales price of approximately $292.1 million (subject to adjustment for certain closing pro-rations, allocations, credits and closing costs and prior to the required repayment of approximately $160.8 million of related mortgage indebtedness and payment of an estimated make-whole premium of approximately $7.3 million) for which the buyers’ general due diligence periods had expired. These transactions are expected to close in the fourth quarter of 2025. The Company is in various stages of marketing or contract negotiations for the sale of several other properties, though no assurances can be given that such efforts will result in additional asset sales, particularly in light of the dynamic interest rate environment and uncertain capital markets and economic conditions.

Dispositions

From January 1, 2025 through November 5, 2025, the Company sold the following wholly-owned shopping centers (in thousands):


Date Sold	Property Name	City, State	Total Owned GLA		Gross Sales Price
June 2025	The Promenade at Brentwood	Brentwood, MO		338	$	71,600
June 2025	Chapel Hills West	Colorado Springs, CO		225		23,650
July 2025	Sandy Plain Village	Roswell, GA		174		25,000
August 2025	Deer Valley Towne Center	Phoenix, AZ		152		33,725
August 2025	Winter Garden Village	Winter Garden, FL		629		165,000
September 2025	Edgewater Towne Center	Edgewater, NJ		76		53,500
November 2025	Parker Pavilions	Parker, CO		51		8,425
				1,645	$	380,900

Redevelopment Projects

The Company selectively evaluates additional tactical redevelopment potential within the portfolio, particularly as it relates to the efficient use of the underlying real estate, which includes expanding, improving and re-tenanting various properties. The Company generally expects to commence construction on redevelopment projects only after substantial tenant leasing has occurred. At September 30, 2025, the Company had approximately $4.4 million in construction in progress in various active re-tenanting projects at Company-owned properties. At September 30, 2025, the estimated cost to complete redevelopment projects at properties owned by Curbline pursuant to the terms of the Separation and Distribution Agreement was approximately $28.4 million.

CAPITALIZATION

At September 30, 2025, the Company’s capitalization consisted of $251.3 million of debt and $472.5 million of market equity (calculated as the common shares outstanding multiplied by $9.01, the closing price of the Company’s common shares on the New York Stock Exchange at September 30, 2025, the last trading day of September 2025).

In July 2024, the Company announced a one-for-four reverse stock split of its common shares. Split-adjusted trading began on the New York Stock Exchange at the opening of trading on August 19, 2024.

Management seeks to maintain access to the capital resources necessary to manage the Company’s balance sheet and to repay upcoming maturities. Accordingly, the Company may seek to obtain funds through additional debt financings or asset sales. In connection with the spin-off of Curbline, the Company used proceeds from the Mortgage Facility together with proceeds from asset sales to repay all of the Company’s outstanding unsecured indebtedness and therefore no longer maintains a revolving line of credit or an investment grade rating. The Company may not be able to obtain financing on favorable terms, or at all.

The Mortgage Facility contains certain operating and financial covenants, including net worth and liquidity requirements, and includes provisions that could restrict the Company’s access and use of rent collections from mortgaged properties in the event the debt yield falls below a certain threshold or an event of default occurs. Although the Company intends to operate in compliance with these covenants, if the Company were to violate these covenants, the Company may be subject to higher finance costs and fees or accelerated maturities. In addition, the Mortgage Facility permits the acceleration of maturity and foreclosure in the event of breaches of affirmative or negative covenants. Foreclosure on mortgaged properties or an inability to refinance existing indebtedness would have a negative impact on the Company’s financial condition and results of operations.

CONTRACTUAL OBLIGATIONS AND OTHER COMMITMENTS

The Company has no consolidated debt maturing in 2025. The Company expects to fund future maturities from cash on hand, proceeds from asset sales, cash flow from operations and/or additional debt financings. No assurance can be provided that these obligations will be repaid as currently anticipated or refinanced.

In conjunction with the re-tenanting of vacancies at its shopping centers, the Company had entered into commitments with general contractors aggregating approximately $0.3 million for its properties (excluding Curbline redevelopment activities noted below) as of September 30, 2025. These obligations, composed principally of construction contracts, are generally due within 12 to 24 months, as the related construction costs are incurred, and are expected to be financed through cash on hand, operating cash flows or asset sales. These contracts typically can be changed or terminated without penalty.

In connection with the sale of two properties in 2024, the Company guaranteed additional construction costs to complete re-tenanting work at the properties and deferred maintenance, all of which were recorded as a liability. As of September 30, 2025, the Company had a liability of approximately $0.9 million. The amount is recorded in Accounts payable and other liabilities on the Company’s consolidated balance sheets.

Additionally, the Separation and Distribution Agreement contains obligations to complete certain redevelopment projects at properties that are owned by Curbline. As of September 30, 2025, such redevelopment projects were estimated to cost $28.4 million to complete.

The Company routinely enters into contracts for the maintenance of its properties. These contracts typically can be canceled upon 30 to 60 days’ notice without penalty. At September 30, 2025, the Company had purchase order obligations, typically payable within one year, aggregating approximately $0.4 million related to the maintenance of its properties and general and administrative expenses.

ECONOMIC CONDITIONS

The Company continues to experience retailer demand which it believes is attributable to the location of many of the Company’s properties in communities experiencing population growth, limited new construction of competing retail properties and tenants’ continuing use of physical store locations to improve the speed and efficiency of merchandise distribution.

The Company benefits from a diversified tenant base, where only five tenants’ annualized base rent equals or exceeds 3% of the Company’s annualized base rent plus the Company’s proportionate share of unconsolidated joint venture annualized base rent. Other significant national tenants generally have relatively strong financial positions, have outperformed other retail categories over time and the Company believes remain well-capitalized. Historically these national tenants have provided a stable revenue base, and the Company believes that they will continue to provide a stable revenue base going forward, given the long-term nature of these leases. The majority of the tenants in the Company’s shopping centers provide day-to-day consumer necessities with a focus on value and convenience, versus discretionary items, which the Company believes will enable many of its tenants to outperform under a variety of economic conditions. The Company has relatively little reliance on overage or percentage rents generated by tenant sales performance.

The threat of increasing inflation, changing interest rates, uncertainty over tariff policy, concerns over consumer confidence and the volatility of global capital markets pose risks to the U.S. economy, retail sales, and the Company’s tenants. In addition to these macroeconomic challenges, the retail sector has been affected by changing consumer behaviors, including the competitive nature of the retail business and the competition for the share of the consumer wallet. The Company routinely monitors the credit profiles of its tenants and analyzes the possible impact of any potential tenant credit issues on the financial statements of the Company and its unconsolidated joint ventures. In some cases, changing conditions have resulted in weaker retailers and retail categories losing market share and declaring bankruptcy and/or closing stores. However, other retailers, specifically those in the value and convenience category, continue to launch new concepts and expand their store fleets in communities with attractive demographics. As a result, the Company believes that its prospects (and the prospects of purchasers of it properties) to backfill spaces vacated by non-renewing or bankrupt tenants are generally good, though such re-tenanting efforts would likely require additional capital expenditures and the opportunities to lease any vacant theater spaces may be more limited.

However, there can be no assurance that vacancy resulting from increasingly uncertain economic conditions will not adversely affect the Company’s operating results or the valuation of its properties.

FORWARD-LOOKING STATEMENTS

MD&A should be read in conjunction with the Company’s consolidated financial statements and the notes thereto appearing elsewhere in this report. Historical results and percentage relationships set forth in the Company’s consolidated financial statements, including trends that might appear, should not be taken as indicative of future operations. The Company considers portions of this information to be “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”), both as amended, with respect to the Company’s expectations for future periods. Forward-looking statements include, without limitation, statements related to dispositions and other business development activities, future capital expenditures, financing sources and availability and the effects of environmental and other regulations. Although the Company believes that the expectations reflected in these forward-looking statements are based upon reasonable assumptions, it can give no assurance that its expectations will be achieved. For this purpose, any statements contained herein that are not statements of historical fact should be deemed to be forward-looking statements. Without limiting the foregoing, the words “will,” “believes,” “anticipates,” “plans,” “expects,” “seeks,” “estimates” and similar expressions are intended to identify forward-looking statements. Readers should exercise caution in interpreting and relying on forward-looking statements because such statements involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond the Company’s control and that could cause actual results to differ materially from those expressed or implied in the forward-looking statements and that could materially affect the Company’s actual results, performance or achievements. For additional factors that could cause the results of the Company to differ materially from those indicated in the forward-looking statements see Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Factors that could cause actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements include, but are not limited to, the following:

•

The Company is subject to general risks affecting the real estate industry, including the need to enter into new leases or renew leases on favorable terms to generate rental revenues, and any economic downturn may adversely affect the ability of the Company’s tenants, or new tenants, to enter into new leases or the ability of the Company’s existing tenants to renew their leases at rates at least as favorable as their current rates;

•

The Company could be adversely affected by changes in the local markets where its properties are located, as well as by adverse changes in national economic and market conditions;

•

The Company may fail to anticipate the effects on its properties of changes in consumer buying practices, including sales over the internet and the resulting retailing practices and space needs of its tenants, or a general downturn in its tenants’ businesses, which may cause tenants to close stores or default in payment of rent;

•

The Company is subject to competition for tenants from other owners of retail properties, and its tenants are subject to competition from other retailers and methods of distribution. The Company is dependent upon the successful operations and financial condition of its tenants, in particular its major tenants, and could be adversely affected by the bankruptcy of those tenants;

•

The Company may fail to dispose of properties on favorable terms, especially in regions experiencing deteriorating economic conditions. In addition, real estate investments can be illiquid, particularly as prospective buyers may experience increased costs of financing or difficulties obtaining financing due to local or global conditions, and could limit the Company’s ability to promptly make changes to its portfolio to respond to economic and other conditions;

•

The Company may abandon a redevelopment opportunity after expending resources if it determines that the opportunity is not feasible due to a variety of factors, including a lack of availability of construction financing on reasonable terms, the impact of the economic environment on prospective tenants’ ability to enter into new leases or pay contractual rent, or the inability of the Company to obtain all necessary zoning and other required governmental permits and authorizations;

•

The Company may not complete redevelopment projects on schedule as a result of various factors, many of which are beyond the Company’s control, such as weather, labor conditions, governmental approvals, material shortages or general economic downturn, resulting in limited availability of capital, increased debt service expense and construction costs and decreases in revenue; The Company’s financial condition may be affected by required debt service payments, the risk of default, restrictions on its ability to incur additional debt or to enter into certain transactions under its debt obligations.

•

In addition, the Company may encounter difficulties in obtaining permanent financing or refinancing existing debt;

•

Changes in interest rates could adversely affect the market price of the Company’s common shares, its ability to sell properties and prices realized, as well as its performance, interest expense levels and cash flow;

•

Financing necessary for the Company to execute its strategies and operate its business may not be available or may not be available on favorable terms;

•

Disruptions in the financial markets could affect the Company’s ability to obtain financing on reasonable terms and have other adverse effects on the Company, the valuation of its properties and the market price of the Company’s common shares;

•

Inflationary pressures could result in reductions in retailer profitability, consumer discretionary spending and tenant demand to lease space. Inflation could also increase the costs incurred by the Company to operate its properties and finance its operations and could adversely impact the valuation of its properties, all of which could have an adverse effect on the market price of the Company's common shares;

•

The Company is subject to complex regulations related to its status as a REIT, the compliance with which has become more complex as a result of changes to the Company’s asset portfolio, and would be adversely affected if it failed to qualify as a REIT for any reason;

•

The Company must make distributions to shareholders to continue to qualify as a REIT, and if the Company must borrow funds to make distributions, those borrowings may not be available on favorable terms or at all;

•

Joint venture investments may involve risks not otherwise present for investments made solely by the Company, including the possibility that a partner or co-venturer may become bankrupt, may at any time have interests or goals different from those of the Company and may take action contrary to the Company’s instructions, requests, policies or objectives, including the Company’s policy with respect to maintaining its qualification as a REIT. In addition, a partner or co‑venturer may not have access to sufficient capital to satisfy its funding obligations to the joint venture or may seek to terminate the joint venture, resulting in a loss to the Company of property revenues and management fees. The partner could cause a default under the joint venture loan for reasons outside the Company’s control. Furthermore, the Company could be required to reduce the carrying value of its equity investments if a loss in the carrying value of the investment is realized. The Company’s joint venture investments may also prove to be more difficult to monetize or terminate for a variety of factors including lack of cooperation from joint venture partners and tax considerations relating to the Company and its joint venture partners;

•

The Company’s decision to dispose of real estate assets, including undeveloped land and construction in progress, would change the holding period assumption in the undiscounted cash flow impairment analyses, which could result in material impairment losses and adversely affect the Company’s financial results;

•

The outcome of pending or future litigation, including litigation with tenants or joint venture partners, may adversely affect the Company’s results of operations and financial condition;

•

Property damage, expenses related thereto, and other business and economic consequences (including the potential loss of revenue) resulting from extreme weather conditions or natural disasters in locations where the Company owns properties may adversely affect the Company’s results of operations and financial condition;

•

Sufficiency and timing of any insurance recovery payments related to damages and lost revenues from extreme weather conditions or natural disasters may adversely affect the Company’s results of operations and financial condition;

•

The Company and its tenants could be negatively affected by the impacts of pandemics and other public health crises;

•

The Company is subject to potential environmental liabilities;

•

The Company may incur losses that are uninsured or exceed policy coverage due to its liability for certain injuries to persons, property or the environment occurring on its properties; The Company could be subject to potential liabilities, increased costs, reputation harm and other adverse effects on the Company’s business due to stakeholders’, including regulators’, views regarding the Company's environmental, social and governance goals and initiatives, and the impact of factors outside of our control on such goals and initiatives;

•

The Company could incur additional expenses to comply with or respond to claims under the Americans with Disabilities Act or otherwise be adversely affected by changes in government regulations, including changes in environmental, zoning, tax and other regulations;

•

The Company’s Board of Directors, which regularly reviews the Company’s business strategy and objectives, may change the Company’s strategic plan based on a variety of factors and conditions, including in response to changing market conditions;

•

The Company may be adversely affected by potential conflicts of interest with Curbline Properties or changes in the Company’s relationship with Curbline Properties, and the Company may not be able to retain qualified personnel or adequately manage its operations in the event the Shared Services Agreement is terminated; and

•

The Company and its vendors could sustain a disruption, failure or breach of their respective networks and systems, including as a result of cyber-attacks, which could disrupt the Company’s business operations, compromise the confidentiality of sensitive information and result in fines or penalties.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company’s primary market risk exposure is interest rate risk. At September 30, 2025, the Company’s debt, excluding unconsolidated joint venture debt and the impact of the reclassification from accumulated other comprehensive income to interest expense related to the terminated interest rate swap, is summarized as follows:


	September 30, 2025										December 31, 2024
	Amount (Millions)		Weighted- Average Maturity (Years)		Weighted- Average Interest Rate			Percentage of Total			Amount (Millions)		Weighted- Average Maturity (Years)		Weighted- Average Interest Rate			Percentage of Total
Fixed-Rate Debt	$	97.5		3.1		6.7	%		39.2	%	$	98.5		3.8		6.7	%		32.7	%
Variable-Rate Debt	$	151.2		0.9		6.9	%		60.8	%	$	202.9		1.7		7.1	%		67.3	%

The Company’s unconsolidated joint ventures’ indebtedness at its carrying value is summarized as follows:


	September 30, 2025									December 31, 2024
	Joint Venture Debt (Millions)		Company's Proportionate Share (Millions)		Weighted- Average Maturity (Years)		Weighted- Average Interest Rate			Joint Venture Debt (Millions)		Company's Proportionate Share (Millions)		Weighted- Average Maturity (Years)		Weighted- Average Interest Rate
Fixed-Rate Debt	$	368.3	$	73.6		3.3		6.4	%	$	365.4	$	73.1		4.0		6.4	%
Variable-Rate Debt	$	60.4	$	30.0		1.2		5.0	%	$	61.0	$	30.3		0.9		5.0	%

The sensitivity to changes in interest rates of the Company’s fixed-rate debt was determined using a valuation model based upon factors that measure the net present value of such obligations that arise from the hypothetical estimate as discussed above. A 100 basis-point increase in short-term market interest rates on variable-rate debt at September 30, 2025, would result in an increase in interest expense of approximately $1.1 million for the Company for the nine months ended September 30, 2025.

The Company intends to use retained cash flow, proceeds from asset sales, and debt financing to repay indebtedness and fund capital expenditures at the Company’s shopping centers. Thus, to the extent the Company incurs additional variable-rate indebtedness or needs to refinance existing fixed-rate indebtedness in a rising interest rate environment, its exposure to increases in interest rates in an inflationary period could increase.

An estimate of the fair value for the effect of a 100 basis-point increase in interest rates at September 30, 2025 and December 31, 2024, is summarized as follows (in millions):


	September 30, 2025						December 31, 2024
	Carrying Value		Fair Value		100 Basis-Point Increase in Market Interest Rate		Carrying Value		Fair Value		100 Basis-Point Increase in Market Interest Rate
Company’s fixed-rate debt	$	97.5	$	102.2	$	99.5	$	98.5	$	102.3	$	99.1
Company’s proportionate share of joint venture fixed-rate debt	$	73.6	$	75.4	$	73.3	$	73.1	$	73.5	$	71.1

The Company and its joint ventures intend to continually monitor and actively manage interest costs on their variable-rate debt portfolio and may enter into swap positions based on market fluctuations. In addition, the Company believes it has the ability to obtain funds through additional debt financings. Accordingly, the cost of obtaining such protection agreements versus the Company’s access to capital markets will continue to be evaluated. The Company has not entered, and does not plan to enter, into any derivative financial instruments for trading or speculative purposes. As of September 30, 2025, the Company had no other material exposure to market risk.

Item 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure and Control Procedures

The Company’s management, with the participation of the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), conducted an evaluation, pursuant to Exchange Act Rules 13a-15(b) and 15d-15(b), of the effectiveness of our disclosure controls and procedures. Based on their evaluation as required, the CEO and CFO have concluded that the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) were effective as of the end of the period covered by this Quarterly Report on Form 10-Q to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and were effective as of the end of such period to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its CEO and CFO, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

In August 2025, the Company completed the implementation of a new accounting software system. As part of this implementation, the Company updated its internal controls over financial reporting to address changes in business processes resulting from the new system. The design of this application, along with the design of the internal controls included in the Company’s processes, was appropriately evaluated by management for effectiveness.

Other than as noted above, there have not been any changes in the Company’s internal control over financial reporting during the three months ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II

OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

The Company and its subsidiaries are subject to various legal proceedings, which, taken together, are not expected to have a material adverse effect on the Company. The Company is also subject to a variety of legal actions for personal injury or property damage arising in the ordinary course of its business, most of which are covered by insurance. While the resolution of all matters cannot be predicted with certainty, management believes that the final outcome of such legal proceedings and claims will not have a material adverse effect on the Company’s liquidity, financial position or results of operations.

Item 1A. RISK FACTORS

None.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

ISSUER PURCHASES OF EQUITY SECURITIES


	(a)		(b)		(c)		(d)
	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (Millions)
July 1–31, 2025		—	$	—		—	$	—
August 1–31, 2025		—		—		—		—
September 1–30, 2025		—		—		—		—
Total		—	$	—		—	$	73.4

On December 20, 2022, the Company announced that its Board of Directors authorized a common share repurchase program. Under the terms of the program, the Company is authorized to repurchase up to a maximum value of $100.0 million of its common shares. As of September 30, 2025, the Company had repurchased 0.5 million of its common shares in open market purchases under this program at an aggregate cost of approximately $26.6 million.

Item 3. DEFAULTS UPON SENIOR SECURITIES

None.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

Item 5. OTHER INFORMATION

None.

Item 6. EXHIBITS


10.1		Portfolio Purchase Agreement, dated as of September 15, 2025, by and among BRE DDR IVA Southmont PA LLC, DDR Southeast East Hanover, L.L.C., and DDR Ohio Opportunity II LLC, as Sellers, and HRP Stow, LLC, HRP Southmont, LLC and HRP East Hanover, LLC, as Buyers1

10.2		First Amendment to Portfolio Purchase Agreement, dated as of September 22, 2025, by and among BRE DDR IVA Southmont PA LLC, DDR Southeast East Hanover, L.L.C. and DDR Ohio Opportunity II LLC, as Sellers, and HRP Stow, LLC, HRP Southmont, LLC and HRP East Hanover, LLC, as Buyers1

10.3		Purchase and Sale Agreement, dated as of September 18, 2025, by and between SCC Nassau Park Pavilion NJ LLC and B33 Nassau Park Pavilion III LLC1

10.4		First Amendment to Purchase Agreement, dated as of September 30, 2025, by and between SCC Nassau Park Pavilion NJ LLC and B33 Nassau Park Pavilion III LLC1

31.1		Certification of principal executive officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 19341

31.2		Certification of principal financial officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 19341

32.1		Certification of chief executive officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of this report pursuant to the Sarbanes-Oxley Act of 20021,2

32.2		Certification of chief financial officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of this report pursuant to the Sarbanes-Oxley Act of 20021,2

101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document1

101.SCH		Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Document1

104		The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 has been formatted in Inline XBRL and included in Exhibit 101.

Submitted electronically herewith.

Pursuant to SEC Release No. 34-4751, these exhibits are deemed to accompany this report and are not “filed” as part of this report.

Attached as Exhibit 101 to this report are the following formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024, (ii) Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024, (iii) Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2025 and 2024, (iv) Consolidated Statements of Equity for the Three and Nine Months Ended September 30, 2025 and 2024, (v) Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 and (vi) Notes to Condensed Consolidated Financial Statements.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	SITE CENTERS CORP.

	By:	/s/ Jeffrey A. Scott
		Name:	Jeffrey A. Scott
		Title:	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
Date: November 5, 2025

EX-10.1 2 sitc-ex10_1.htm EX-10.1 EX-10.1

Exhibit 10.1

PORTFOLIO PURCHASE AGREEMENT

Southmont Plaza – Easton, PA

East Hanover Plaza – East Hanover, NJ

Stow Community Center – Stow, OH

THIS PORTFOLIO PURCHASE AGREEMENT (this “Agreement”) is made effective as of September 15, 2025 (the “Effective Date”) by and among BRE DDR IVA SOUTHMONT PA LLC, a Delaware limited liability company (“Southmont Seller”), DDR SOUTHEAST EAST HANOVER, L.L.C., a Delaware limited liability company (formerly known as Inland Southeast East Hanover, L.L.C.) (“East Hanover Seller”), DDR OHIO OPPORTUNITY II LLC, an Ohio limited liability company (“Stow Seller”) (each individually, a “Seller” and collectively, “Sellers”), and HRP STOW, LLC, a Delaware limited liability company (“HRP Stow”), BRAMBLEWOOD STOW LLC, a Delaware limited liability company (“Bramblewood Stow”), and CONCORD STOW LLC, a Delaware limited liability company (“Concord Stow” and together with Bramblewood Stow and HRP Stow, collectively as tenants in common “Stow Buyer”), HRP SOUTHMONT, LLC, a Delaware limited liability company (“HRP Southmont”), BRAMBLEWOOD 89 LLC, a Delaware limited liability company (“Bramblewood Southmont”), and CONCORD 89 LLC, a Delaware limited liability company (“Concord Southmont” and together with Bramblewood Southmont and HRP Southmont, collectively as tenants in common, “Southmont Buyer”), and HRP EAST HANOVER, LLC, a Delaware limited liability company (“HRP East Hanover”), BRAMBLEWOOD EAST HANOVER LLC, a Delaware limited liability company (“Bramblewood East Hanover”), and CONCORD EAST HANOVER LLC, a Delaware limited liability company(“Concord East Hanover” and together with Bramblewood East Hanover and HRP East Hanover, collectively as tenants in common, the “East Hanover Buyer”). The East Hanover Buyer, together with Stow Buyer and Southmont Buyer shall be collectively referred to as the “Buyer”.

SECTION 1 THE PROPERTY.

1.1

Southmont Seller agrees to sell and Buyer agrees to purchase the real property situated at the location generally known as 4423 Birkland Place in Easton, Northampton County, Pennsylvania, and more particularly described on Exhibit “A-1”, together with all improvements located thereon, if any, and all appurtenant easements, rights, and privileges (the “Southmont Property”). The Southmont Property is commonly referred to as Southmont Plaza, as shown on the site plan attached as Exhibit “B-1”.

1.2

At Closing, Southmont Seller further agrees to assign, transfer and convey to Buyer, and Buyer agrees to acquire and assume from Southmont Seller, for no additional consideration (aside from the Purchase Price (as hereinafter defined) as more particularly set forth herein), Southmont Seller’s right, title and interest in and to the following:

All of Southmont Seller’s right, title and interest, if any, in and to all apparatus, fittings and fixtures in or on the Southmont Property or which are attached thereto (the “Southmont Fixtures”); provided, however, that the foregoing shall in no event include any fixtures owned by the tenants; All of Southmont Seller’s right, title and interest, if any, in and to any equipment, machinery and personal property located in or on the Southmont Property and owned by Southmont Seller (the “Southmont Personal Property”);

All of Southmont Seller’s right, title and interest, if any, in and to the trademark, service mark, trade name and name directly relating to “Southmont Plaza” (the “Southmont Intellectual Property”);

The landlord’s and lessor’s interest in all leasehold estates created by the Leases and the Temporary Occupancy Agreements (each as hereinafter defined) with respect to the Southmont Property;

All of Southmont Seller’s right, title and interest, if any, in and to all warranties and guaranties, if any, relating to the Southmont Property, to the extent transferrable and/or assignable (collectively, the “Southmont Warranties”); provided, however, Buyer shall be solely responsible for all assignment or transfer fees, costs and expenses associated with and/or payable in connection with the foregoing assignment and transfer of any such Southmont Warranties;

All of Southmont Seller’s right, title and interest, if any, in and to all consents, authorizations, variances or waivers, licenses, permits and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality relating to the Southmont Property, to the extent transferrable and/or assignable (the “Southmont Permits”); provided, however, Buyer shall be solely responsible for all assignment or transfer fees, costs and expenses associated with and/or payable in connection with the foregoing assignment and transfer of any such Southmont Permits;

All of Southmont Seller’s right, title and interest, if any, in and to all Permitted Exceptions (as hereinafter defined) to which the Southmont Property is subject;

All of Southmont Seller’s right, title and interest, if any, in and to all plans and specifications and other architectural and engineering drawings for the Southmont Property, if any, to the extent transferrable (the “Southmont Plans”);

all of Southmont Seller’s right, title and interest, in and to that certain Declaration of Condominium for Southmont Center Condominium, a condominium by Bethlehem Centres, LLC, recorded July 16, 2003 as Record Book 2003-1 Page 276067, as amended by First Corrective Amendment to Declaration of Condominium for Southmont Center Condominium, a Condominium recorded September 22, 2004 in Record Book 2004-1 Page 368312, as amended by First Amendment to Declaration of Condominium for Southmont Center, a Condominium recorded October 25, 2004 in Record Book 2004-1 Page 411671 (the “Southmont Declaration”); and

all of Southmont Seller’s right, title and interest as a Member (as defined in the Southmont Declaration) in and under the By-Laws of the Southmont Center Condominium Association, a nonprofit corporation of the Commonwealth of Pennsylvania (the “Southmont Association”).

1.3

East Hanover Seller agrees to sell and Buyer agrees to purchase the real property situated at the location generally known as 154 S. Route 10 in East Hanover, Morris County, New Jersey, and more particularly described on Exhibit “A-2”, together with all improvements located thereon, if any, and all appurtenant easements, rights, and privileges (the “East Hanover Property”). The East Hanover Property is commonly referred to as East Hanover Plaza, as shown on the site plan attached as Exhibit “B-2”.

1.4

At Closing, East Hanover Seller further agrees to assign, transfer and convey to Buyer, and Buyer agrees to acquire and assume from East Hanover Seller, for no additional consideration (aside from the Purchase Price as more particularly set forth herein), East Hanover Seller’s right, title and interest in and to the following:

All of East Hanover Seller’s right, title and interest, if any, in and to all apparatus, fittings and fixtures in or on the East Hanover Property or which are attached thereto (the “East Hanover Fixtures”); provided, however, that the foregoing shall in no event include any fixtures owned by the tenants;

All of East Hanover Seller’s right, title and interest, if any, in and to any equipment, machinery and personal property located in or on the East Hanover Property and owned by East Hanover Seller (the “East Hanover Personal Property”);

All of East Hanover Seller’s right, title and interest, if any, in and to the trademark, service mark, trade name and name directly relating to “East Hanover Plaza” (the “East Hanover Intellectual Property”);

The landlord’s and lessor’s interest in all leasehold estates created by the Leases and the Temporary Occupancy Agreements with respect to the East Hanover Property;

All of East Hanover Seller’s right, title and interest, if any, in and to all warranties and guaranties, if any, relating to the East Hanover Property, to the extent transferrable and/or assignable (collectively, the “East Hanover Warranties”); provided, however, Buyer shall be solely responsible for all assignment or transfer fees, costs and expenses associated with and/or payable in connection with the foregoing assignment and transfer of any such East Hanover Warranties;

All of East Hanover Seller’s right, title and interest, if any, in and to all consents, authorizations, variances or waivers, licenses, permits and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality relating to the East Hanover Property, to the extent transferrable and/or assignable(the “East Hanover Permits”); provided, however, Buyer shall be solely responsible for all assignment or transfer fees, costs and expenses associated with and/or payable in connection with the foregoing assignment and transfer of any such East Hanover Permits;

All of East Hanover Seller’s right, title and interest, if any, in and to all Permitted Exceptions to which the East Hanover Property is subject;

All of East Hanover Seller’s right, title and interest, if any, in and to all plans and specifications and other architectural and engineering drawings for the East Hanover Property, if any, to the extent transferrable (the “East Hanover Plans”).

1.5

Stow Seller agrees to sell and Buyer agrees to purchase the real property situated at the location generally known as 4332 Kent Road in Stow, Summit County, Ohio, and more particularly described on Exhibit “A-3”, together with all improvements located thereon, if any, and all appurtenant easements, rights, and privileges (the “Stow Property” and, together with the Southmont Property and the East Hanover Property, each individually a “Property” and collectively, the “Properties”).

1.6

At Closing, Stow Seller further agrees to assign, transfer and convey to Buyer, and Buyer agrees to acquire and assume from Stow Seller, for no additional consideration (aside from the Purchase Price as more particularly set forth herein), Stow Seller’s right, title and interest in and to the following:

All of Stow Seller’s right, title and interest, if any, in and to all apparatus, fittings and fixtures in or on the Stow Property or which are attached thereto (the “Stow Fixtures”, and collectively with the Southmont Fixtures and the East Hanover Fixtures, the “Fixtures”); provided, however, that the foregoing shall in no event include any fixtures owned by the tenants;

All of Stow Seller’s right, title and interest, if any, in and to any equipment, machinery and personal property located in or on the Stow Property and owned by Stow Seller (the “Stow Personal Property” and collectively with the Southmont Personal Property and the East Hanover Personal Property, the “Personal Property”);

All of Stow Seller’s right, title and interest, if any, in and to the trademark, service mark, trade name and name directly relating to “Stow Community Center” (the “Stow Intellectual Property” and collectively with the Southmont Intellectual Property and the East Hanover Intellectual Property, the “Intellectual Property”);

The landlord’s and lessor’s interest in all leasehold estates created by the Leases and the Temporary Occupancy Agreements with respect to the Stow Property;

All of Stow Seller’s right, title and interest, if any, in and to all warranties and guaranties, if any, relating to the Stow Property, to the extent transferrable and/or assignable (collectively, the “Stow Warranties” and collectively with the Southmont Warranties and the East Hanover Warranties, the “Warranties”); provided, however, Buyer shall be solely responsible for all assignment or transfer fees, costs and expenses associated with and/or payable in connection with the foregoing assignment and transfer of any such Stow Warranties;

All of Stow Seller’s right, title and interest, if any, in and to all consents, authorizations, variances or waivers, licenses, permits and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality relating to the Stow Property, to the extent transferrable and/or assignable (the “Stow Permits” and collectively with the Southmont Permits and the East Hanover Permits, the “Permits”); provided, however, Buyer shall be solely responsible for all assignment or transfer fees, costs and expenses associated with and/or payable in connection with the foregoing assignment and transfer of any such Stow Permits;

All of Stow Seller’s right, title and interest, if any, in and to all Permitted Exceptions to which the Stow Property is subject; and

All of Stow Seller’s right, title and interest, if any, in and to all plans and specifications and other architectural and engineering drawings for the Stow Property, if any, to the extent transferrable (the “Stow Plans” and collectively with the Southmont Plans and the East Hanover Plans, the “Plans”), including, but not limited to, the Plans set forth in the Initial Stow Contract.

SECTION 2 PURCHASE PRICE; ALLOCATION.

2.1

Buyer agrees to pay Sellers, as the purchase price for the Properties, the sum of One Hundred Twenty-Six Million and 00/100 Dollars ($126,000,000.00) (the “Purchase Price”). The Purchase Price shall be paid as follows:

Seller confirms that, on or prior to the Effective Date of this Agreement, Buyer has deposited One Million Two Hundred Sixty Thousand and 00/100 Dollars ($1,260,000.00) with the Escrow Agent (as hereinafter defined) in escrow as an initial earnest money deposit (the “Initial Deposit”).

On the first business day immediately after the expiration of the Due Diligence Period (as hereinafter defined), unless Buyer has terminated this Agreement in accordance with Section 8.2 below, Buyer shall deposit an additional sum of One Million Two Hundred Sixty Thousand and 00/100 Dollars ($1,260,000.00) with the Escrow Agent (the “Additional Deposit”). For purposes of this Agreement, the Initial Deposit, together with the Additional Deposit (as and when made), shall be collectively referred to as the “Earnest Deposit”. Upon the expiration of the Due Diligence Period, the Earnest Deposit shall be nonrefundable to Buyer except as expressly provided herein but shall be applicable to the Purchase Price at Closing;

Buyer shall deliver the Purchase Price, less the Earnest Deposit, and the credits authorized to Buyer, in immediately available funds in escrow with the Escrow Agent on or prior to the Closing Date (as hereinafter defined); and

Notwithstanding anything in this Agreement to the contrary, a portion of the Earnest Deposit in the amount of One Hundred and 00/100 Dollars ($100.00) shall be non-refundable to Buyer and shall be distributed to Sellers upon any termination of this Agreement as independent consideration for Sellers’ performance under this Agreement. If this Agreement is properly terminated by Buyer pursuant to a right of termination granted to Buyer by any provision of this Agreement, if any, the One Hundred and 00/100 Dollars ($100.00) non-refundable portion of the Earnest Deposit shall be promptly distributed to Sellers and, subject to the relevant provisions herein, the balance of the Earnest Deposit remaining after distribution of the independent consideration to Sellers shall be promptly returned to Buyer.

2.2

This Agreement is intended to be a single unitary agreement, and Sellers are required to sell all of the Properties to Buyer pursuant to the provisions of this Agreement, and Buyer is required to purchase all of the Properties from Sellers pursuant to the provisions of this Agreement. Without limiting the generality of the foregoing, and notwithstanding anything to the contrary set forth elsewhere in this Agreement, in no event shall Sellers be obligated to sell less than all the Properties. Recognizing that this Agreement is a unitary agreement, and subject to the provisions of the preceding sentence, the Purchase Price has been allocated among the Properties as set forth in Schedule 2.2 attached hereto (each an “Allocated Purchase Price” and collectively the “Allocated Purchase Prices”).

SECTION 3 ESCROW AND TITLE INSURANCE.

3.1

Escrow Agent. The parties hereto designate First American Title Insurance Company, 950 Main Avenue, Suite 450, Cleveland, Ohio 44113, Attn: Rebecca S. Groetsch, Phone: 216-802-3502, Email: rgroetsch@firstam.com (the “Title Company”) as the escrow agent (the “Escrow Agent”) in connection with this transaction. This Agreement shall serve as escrow instructions and shall be subject to the usual conditions of acceptance of the Escrow Agent, insofar as the same are not inconsistent with any of the terms hereof. By execution of this Agreement, the Escrow Agent agrees that the Earnest Deposit shall be held as a deposit under this Agreement in an interest-bearing account and: (i) applied against the Purchase Price if Closing occurs; or (ii) delivered to Sellers or Buyer, in accordance with the terms of this Agreement upon the written approval of Sellers and Buyer (other than in connection with the timely termination of this Agreement by Buyer under Section 8.2(c), for which no written approval shall be required in order for the Earnest Deposit to be returned to Buyer), if Closing does not occur. Interest on the Earnest Deposit shall be paid to the party entitled to receive the Earnest Deposit pursuant to this Agreement.

Escrow Agent is hereby appointed by Buyer and Sellers to receive, hold and dispose of the Earnest Deposit set forth above in accordance with the terms and conditions hereof. Escrow Agent shall not release any or all of the Earnest Deposit without joint written instructions from Buyer and Sellers (other than in connection with the timely termination of this Agreement by Buyer under Section 8.2(c), for which joint instructions shall not be required in order for the Earnest Deposit to be returned to Buyer). Escrow Agent is acting solely as a stakeholder and depository, and is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness, or validity of the subject matter of the escrow, or for the identity or authority of any person executing or depositing it.

Buyer and Sellers agree to indemnify, defend and hold harmless the Escrow Agent from and against any loss, cost, damage, expense and attorney’s fees in connection with or in any way arising out of this Agreement, other than expenses resulting from the Escrow Agent’s own gross negligence or willful misconduct.

In the event of a dispute concerning the Earnest Deposit, Escrow Agent may continue to hold the Earnest Deposit pursuant to the terms hereof, or may, after giving Buyer and Sellers at least 15 days’ advance, written notice, at the joint and several cost of the Buyer and Sellers, deposit the same in a court of competent jurisdiction. Escrow Agent may dispose of the Earnest Deposit in accordance with a court order, and shall be fully protected if it acts in accordance with any such court order.

Escrow Agent may, at its own expense, consult with legal counsel in the event of any dispute or questions as to the construction of any provisions hereof or its duties hereunder, and it shall be fully protected in acting in accordance with the opinion or instructions of such counsel.

Escrow Agent shall be protected in acting upon any written notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other document Escrow Agent in good faith reasonably believes to be genuine and what it purports to be.

3.2

Title/Survey.

As soon as reasonably practicable after the Effective Date, Buyer shall order from the Title Company a commitment (each, a “Commitment”, and collectively, the “Commitments”) to issue an ALTA Owner’s Policy of Title Insurance with respect to each of the Southmont Property, the East Hanover Property and the Stow Property in an amount equal to the Allocated Purchase Price for each respective Property (each, a “Title Policy”, and collectively, the “Title Policies”). Buyer shall have the right to order and obtain, at its expense, a new survey or an update of each Seller’s existing survey, if any, of each Property (each, a “Survey”, and collectively, the “Surveys”). In the event Buyer desires to obtain a Survey, then Buyer shall deliver a copy of each Survey to the applicable Seller in connection with any Survey Objections (as hereinafter defined). Each Survey shall be certified to the applicable Seller, Buyer and the Title Company. On or before the Closing Date, each Seller shall execute and deliver to the Title Company an affidavit to delete the standard preprinted exception for mechanic’s liens from the applicable Title Policy, substantially in the form of Exhibit “H” (the “Title Affidavit”). It shall be a condition precedent to Buyer’s obligation to purchase the Properties that the Title Company can and will, on the Closing Date, issue the Title Policies in accordance with the Commitments and subject only to the Permitted Exceptions.

Buyer shall have the right to object to: (i) any matters disclosed by the Commitments (“Title Objections”), and (ii) any matters disclosed by a Survey (“Survey Objections”); provided that Buyer delivers written notice of valid Title Objections or Survey Objections on or before the fifth (5th) business day prior to the expiration of the Due Diligence Period; otherwise any such objections shall be deemed to be waived (provided that Buyer shall not be required to object to any Seller Monetary Liens (as hereinafter defined). If Buyer delivers in a timely manner written notice of any valid Title Objections and/or Survey Objections (collectively, “Objections”), then Sellers shall within three (3) business days from receipt of any Objections from Buyer notify Buyer in writing (“Sellers’ Response”) whether each Seller elects, in such Seller’s sole discretion, to: (i) cure any such Objections on or prior to the Closing Date, or (ii) not to cure any such Objections. If a Seller elected to cure an Objection under this Section and fails to do so by the Closing Date, Buyer shall have the right to (x) terminate this Agreement, whereupon the Escrow Agent shall promptly deliver the Earnest Deposit to Buyer, or (y) waive the Objections and proceed to purchase the Properties with such condition of title as Sellers are able to convey and/or subject to the Objections, without a reduction of the Purchase Price therefor, in which event the items objected to which were not cured shall be deemed to be acceptable to Buyer.

In the event Seller fails to timely deliver Seller’s Response to Buyer within such three (3) business day period, Seller shall be deemed to have elected not to cure any of the Objections. If Seller’s Response states that Seller elects not to cure any of the Objections on or prior to the Closing Date, or if Seller is deemed to have elected not to cure any of the Objections as set forth above, then within five (5) business days of Seller’s Response, Buyer shall elect to either (x) terminate this Agreement, whereupon the Escrow Agent shall promptly deliver the Earnest Deposit to Buyer, or (y) waive the Objections and proceed to purchase the Properties with such condition of title as Sellers are able to convey and/or subject to the Objections, without a reduction of the Purchase Price therefor, in which event the items objected to which were not cured shall be deemed to be acceptable to Buyer. If Buyer fails to timely make such election, then Buyer shall be deemed to have elected to purchase the Property pursuant to the foregoing clause (y). Notwithstanding anything to the contrary contained in this Section 3.2(b), Sellers and Buyer acknowledge and agree that Buyer’s Objections and Seller’s Responses were provided prior to the Effective Date and that Buyer failed to timely make its election to terminate under this Section 3.2(b). As such, Buyer is deemed to have elected to purchase the Property pursuant to the foregoing clause (y).

Buyer reserves the right to object, on or before the Closing Date, to any new matter shown in an updated Commitment, revised Survey, updated title search, or any other new matter (hereinafter, “New Matter”) of title not included in the Commitment or not shown on the Survey at the time Buyer delivers Objections to Seller. For the avoidance of doubt, the provisions of Section 3.2(b) related to Seller’s Response, Buyer’s response to same and the timing related thereto shall be applicable with respect to Buyer’s objection to any such New Matter, with the Closing Date to be extended accordingly, if necessary.

3.3

Release of Mortgages. Except for real estate taxes and assessments not yet due and payable as of the Closing, and mortgages, liens, judgements (including, without limitation, the judgement as to the Stow Property in Case No. 2024 CV 00148 filed with the Court of Common Pleas of Summit County, Ohio)and other encumbrances that are Permitted Exceptions, all mortgages, deeds of trust and monetary liens of ascertainable amounts encumbering a Property incurred by, for, or on behalf of a Seller (collectively, “Seller Monetary Liens”) shall be paid by the applicable Seller at or prior to Closing, or removed from record by the Title Company. For clarity, in no event shall the foregoing require a Seller to satisfy or expend money to remove any mortgages, deeds of trust or monetary liens of ascertainable amounts incurred by, for, or on behalf of any entity, tenant or other occupant of a Property other than the applicable Seller.

SECTION 4 CONVEYANCE.

On the Closing Date, (I) Southmont Seller shall convey title to the Southmont Property by special warranty deed in the form attached hereto as Exhibit “J-1” (the “Southmont Deed”), (II) East Hanover Seller shall convey title to the East Hanover Property by special warranty deed in the form attached hereto as Exhibit “J-2” (the “East Hanover Deed”) and (III) Stow Seller shall convey title to the Stow Property by limited warranty deed in the form attached hereto as Exhibit “J-3” (the “Stow Deed” and together with the Southmont Deed and the East Hanover Deed, each a “Deed” and collectively, the “Deeds”), in each instance free and clear of all liens and encumbrances, except the following (collectively, the “Permitted Exceptions”): (i) real estate taxes and assessments for the year in which the Closing occurs, both general and special, not yet due and payable; (ii) declarations, conditions, covenants, restrictions, easements, rights of way and other matters of record, including without limitation, those items shown on the subdivision plat of each Property, which are not objected to or are waived by Buyer pursuant to Section 3.2 herein; (iii) zoning and building ordinances; (iv) those matters disclosed by each Survey; (v) matters of record as of August 1, 2025 not objected to by Buyer or which were Objections and Buyer elected to waive in accordance with Section 3.2 above; (vi) the rights of tenants in possession as tenants only without any purchase rights or options; (vii) the rights of any third-party pursuant to any unrecorded cable agreement more particularly described on Exhibit “C” attached hereto (the “Cable Agreements”), if any, and any licensees and/or temporary occupants under the Temporary Occupancy Agreements, if any and (viii) in respect of the East Hanover Property, the Cross Access Amendment in the form attached hereto as Exhibit “O” and made a part hereof (as recorded either before or after Closing as further described in Section 15 hereof). For the avoidance of doubt, Buyer shall not take any exception for mechanics’ liens incurred by, for, or on behalf of Seller. Transfer of each Seller’s interest as landlord under the leases then in effect at Closing with respect to such Seller’s Property (collectively, the “Leases”) shall be made by an Assignment and Assumption Agreement (the “Assignment of Leases”), substantially in the form of the Assignment of Leases and Guaranties attached hereto as Exhibit “D”and made a part hereof, to be executed by each Seller and Buyer effective as of Closing. The Leases in effect as of August 1, 2025 with respect to each Property are more particularly described on Exhibit “C” attached hereto and made a part hereof. In addition, each Seller shall assign to Buyer at Closing the Cable Agreements and all license agreements and other temporary occupancy agreements then in effect with respect to each Property (collectively, the “Temporary Occupancy Agreements”). The Cable Agreements and Temporary Occupancy Agreements in effect as of August 1, 2025 with respect to each Property, if any, are also set forth on Exhibit “C” attached hereto.

SECTION 5 PRORATIONS, CREDITS, CLOSING COSTS AND RELATED COVENANTS.

5.1

Rents.

All collected Rents (as hereinafter defined) including Rents from New Leases (as hereinafter defined) shall be prorated between each Seller and Buyer as of 11:59 PM local time on the day immediately preceding the Closing Date. Sellers shall be entitled to all collected Rents attributable to any period prior to, but not including, the Closing Date. Buyer shall be entitled to all collected Rents attributable to any period on and after the Closing Date. For a period of six (6) months following the Closing, Buyer shall make good faith efforts to collect any Rents due to a Seller from tenants in occupancy at each Property but not collected as of the Closing Date on Sellers’ behalf, and if such Rents are received by Buyer, Buyer shall tender the same to the applicable Seller upon receipt; provided, however, that all Rents collected by Buyer on or after the Closing Date shall first be applied to all amounts due under the Leases at the time of collection (i.e., current Rents, delinquent Rents and sums due Buyer as the current owner and landlord) with the balance (if any) payable to the applicable Seller, but only to the extent of amounts delinquent and actually due such Seller. Buyer shall not have an exclusive right to collect the sums due each Seller under the Leases and Sellers hereby retain its rights to pursue claims against any tenant under the Leases as to any tenant that is no longer open and operating on a Property for sums due with respect to periods prior to the Closing Date; provided, however, that Sellers: (i) shall be required to notify Buyer in writing of its intention to commence or pursue such legal proceedings; (ii) shall only be permitted to commence or pursue any legal proceedings after the date which is three (3) months after the Closing Date; and (iii) shall not be permitted to commence or pursue any legal proceedings against any tenant seeking eviction of such tenant or the termination of the underlying Lease.

The terms of the immediately preceding sentence shall survive the Closing Date and not be merged therein. “Rents” shall mean all base rents, additional rent and operating expense reimbursements and escalations due from the tenants of the Property under the Leases and Temporary Occupancy Agreements.

Notwithstanding anything to the contrary contained in the foregoing provisions of Section 5.1(a), with respect to any Rents in the form of a percentage of a tenant’s gross sales in excess of a predetermined threshold or breakpoint (whether in excess of a predetermined threshold or breakpoint or in lieu of base rent or otherwise) (“Percentage Rent”), such Percentage Rent, if any, payable under each Lease shall be prorated with respect to the full lease year or other applicable full period provided for under the applicable Lease in which the Closing occurs on a per diem basis as and when collected. The proration of Percentage Rent, if any, shall be based on aggregate sales for the full lease year or other applicable full period under the Lease, without attributing tenant’s specific sales amount to the period before the Closing Date or the period from and after the Closing Date. Any Percentage Rent collected by Buyer (including any Percentage Rent which is delinquent) and pertaining to (i) an entire lease year or accounting period of a tenant under a Lease which ends on a date prior to the date of Closing, and (ii) that portion of a lease year or accounting period of such tenant covering a period prior to the date of Closing where such lease year or accounting period begins prior to the date of Closing and ends thereafter shall, in both cases, be paid to Seller promptly after receipt by Buyer. In connection with Seller’s right to collect a portion of Percentage Rent following the Closing Date, Seller may request, and Buyer shall promptly provide, any and all information relating to Percentage Rent to confirm the calculation and payment thereof. The foregoing paragraph shall survive the Closing Date and not be merged therein.

5.2

Property Operating Expenses. Operating Expenses (as hereinafter defined) for each Property shall be prorated as of 11:59 PM local time on the day immediately preceding the Closing Date. Each Seller shall pay all utility charges and other operating expenses attributable to the Property owned by such Seller, if any (collectively, the “Operating Expenses”), incurred prior to, but not including, the Closing Date (except for those Operating Expenses payable, whether actually paid or unpaid, directly to the service provider by tenants for such tenant’s leased premises in accordance with the Leases) and Buyer shall pay all Operating Expenses attributable to each Property on and after the Closing Date. All Operating Expenses paid or payable by tenants in accordance with the Leases shall be allocated between each Seller and Buyer, with each Seller responsible for periods prior to, but not including, the Closing Date and Buyer responsible for all periods on and after the Closing Date, and all applicable amounts to be trued up between Sellers and Buyer in accordance with this Section 5.2. Each Seller agrees to use commercially reasonable efforts to cause all meters for all public utilities (including water) being used on the Property owned by such Seller to be read on the day of giving possession to Buyer, or as soon as reasonably practical following the Closing Date. Buyer shall arrange with such services and companies to have accounts opened in Buyer’s name beginning at 12:00 AM on the Closing Date. To the extent that the amount of actual consumption of any utility services is not determined prior to the Closing Date, a proration shall be made at Closing based on the last available reading. Sellers shall not assign to Buyer any deposits which Sellers have with any of the utility services or companies servicing the Properties.

Within one hundred twenty (120) days following the Closing Date, each Seller shall deliver to Buyer a reconciliation statement of the Operating Expenses for its respective Property for the portion of the calendar year in which the Closing occurs that such Property was owned by Seller. Each Seller’s reconciliation statement shall include tenant invoice calculations and reasonable Operating Expense invoice back-up. Within the forty-five (45) day period following each Seller’s delivery of such reconciliation statement for Operating Expenses, Sellers and Buyer shall work in good faith to resolve any issues with respect to such reconciliation statement. Upon approval of the Operating Expense reconciliation statement, each Seller shall remit any amounts due to Buyer within forty-five (45) days and Buyer shall remit any amounts due to the applicable Seller within forty-five (45) days. If a Seller receives written notice from any tenant disputing that tenant’s share of the Operating Expenses before the Closing Date, Buyer and Sellers shall delay reconciliation of that tenant’s share of the Operating Expenses until such dispute is resolved within the time periods set forth in such tenant’s Lease. In any case, Buyer and Sellers shall complete reconciliation for all Operating Expenses on or before by December 31, 2025. Thereafter, Buyer shall be solely responsible for performing any Operating Expense reconciliations with tenants under the Leases with respect to the entire calendar year in which the Closing occurs. Buyer shall include in any Operating Expense reconciliations with the tenants under the Leases copies of any applicable billing statements and invoice back-up provided by Sellers for operating expenses incurred by Sellers during the period of Sellers’ ownership of the Properties.

This Section 5.2 shall survive the Closing and not be merged therein.

5.3

Real Estate Taxes and Assessments.

All prorations provided to be made "as of the Closing Date" shall each be made as of 11:59 P.M. local time on the date immediately preceding the Closing Date. In each proration set forth below, the portion thereof allocable to periods beginning with the Closing Date shall be credited to Buyer, or charged to Buyer, as applicable, at Closing or, in the case of allocations made after Closing, upon receipt of such payments or invoice as of the Closing Date, and the portion thereof allocable to periods prior to the Closing Date shall be credited to the applicable Seller, or charged to the applicable Seller, as applicable, at Closing or, in the case of allocations made after Closing, upon receipt of such payments or invoice as of the Closing Date.

Real estate taxes and assessments, both general and special that are payable to the taxing authority (collectively, the “Tax Expense”) shall be prorated as of 11:59 PM local time on the day immediately preceding the Closing Date. Each Seller shall be responsible for the Tax Expense attributable to the Property owned by such Seller prior to, but not including, the Closing Date (except for the Tax Expense, whether actually paid or unpaid, which is payable directly by tenants to the taxing authority for such tenant’s leased premises in accordance with the Leases), and Buyer shall be responsible for the Tax Expense attributable to the Properties on and after the Closing Date. If the Closing occurs prior to the receipt by a Seller of the bill for the Tax Expense for the calendar year in which the Closing occurs, the Tax Expense shall be prorated on the basis of the last officially certified and available tax duplicate. Monthly and/or lump sum amounts a Seller, as landlord, has collected from tenants under the Leases and Temporary Occupancy Agreements as reimbursements or prepayments of such Seller’s Tax Expense (collectively, “Tax Receivables”) shall be prorated between Buyer and each Seller as of the Closing Date.

The collected Tax Receivables shall be matched against the applicable Tax Expense to which they relate. Each Seller shall be entitled to Tax Receivables to the extent they relate to the Tax Expense attributable to the period prior to, but not including the Closing Date, and Buyer shall be entitled to Tax Receivables to the extent they relate to the Tax Expense attributable to the Closing Date or thereafter. After receipt of a final bill for the Tax Expense, Buyer shall promptly prepare and present to Sellers a calculation of the re-proration of the Tax Expense and Tax Receivables, based upon the actual amount of such Tax Expense charged and/or Tax Receivables received by the parties for the year or other applicable fiscal period. The parties shall make the appropriate adjusting payment between them within thirty (30) days after presentment to Sellers of Buyer's calculation and appropriate back-up information. Buyer shall provide each Seller with appropriate backup materials related to the calculation. With respect to any portion of a Property that is a separate tax parcel, and the applicable tenant pays the Tax Expense with respect to such parcel directly to the taxing authority under the terms of its lease, the Tax Expense for that parcel shall not be prorated between Buyer and the applicable Seller at Closing as such tenant(s) shall be responsible for paying the taxing authority for such Tax Expense as it becomes due pursuant to the terms of its Lease.

Notwithstanding the foregoing, any real estate tax refunds or rebates which apply to periods before the Closing Date shall remain the property of applicable Seller, and such Seller shall have the right to file and pursue any appeals attributable to such Seller’s period of ownership of the Property owned by such Seller, with respect to tax assessments for such Property. If a Seller is successful in any such tax appeal related to the calendar year in which the Closing occurs, Buyer and such Seller shall share in the reasonable out-of-pocket costs of any such appeal and rebates or refunds in the same proportion as the proration of the Tax Expense set forth on the settlement statement executed by the parties at Closing. Sellers shall calculate and apply to tenants’ accounts credits and charges where applicable. Sellers shall provide copies of this calculation (which shall be subject to verification by Buyer), along with copies of the billings to Buyer, along with any balance due to Buyer. If Buyer is successful in any such tax appeal attributable to a Seller’s ownership period of a Property, Buyer and the applicable Seller shall share in the reasonable out-of-pocket cost of any such appeal and rebates or refunds in the same proportion as the proration of the Tax Expense set forth on the settlement statement executed by the parties at Closing. Buyer shall calculate and apply to tenants’ accounts credits and charges where applicable. Buyer shall provide copies of this calculation (which shall be subject to verification by Sellers), along with copies of the billings to the applicable Seller, along with any balance due to such Seller. All prorations hereunder shall be made within thirty (30) days after presentment of invoices or receipt of amounts applicable to this Subsection.

This Section 5.3 shall survive the Closing and not be merged therein.

5.4

Costs to be Paid by Sellers. Sellers shall pay or be charged with the following costs and expenses in connection with this transaction:

in respect of the Southmont Property one-half (1/2) of the transfer taxes and conveyance fees;

in respect of the East Hanover and the Stow Property, the transfer taxes and conveyance fees;

in respect of the East Hanover Property, 71.4% of the cost of any state, county or municipal transfer tax and conveyance fee supplemental to the New Jersey realty transfer fee, including the so-called “mansion tax”, if applicable, as detailed on Exhibit “M” attached hereto.

in respect of the Stow Property, the cost of the title examination and the Commitment;

in respect of the Stow Property, one-half (1/2) of the premium for the Title Policy;

one half (1/2) of the escrow fee and the reasonable closing fees charged by the Escrow Agent;

the commission due to the Broker, as described and defined in Section 11 below; and

the fees and expenses of Sellers’ attorney(s).

5.5

Costs to be Paid by Buyer. Buyer shall pay the following costs and expenses in connection with this transaction:

the cost of recording the Deeds;

in respect of the Southmont Property one-half (1/2) of the transfer taxes and conveyance fees;

in respect of the Southmont Property and the East Hanover Property, the cost of the title examination, the Commitment and the premium for the Title Policy;

in respect of the Stow Property, one-half (1/2) of the premium for the Title Policy;

in respect of the East Hanover Property, 28.6% of the cost of any state, county or municipal transfer tax and conveyance fee supplemental to the New Jersey realty transfer fee, including the so-called “mansion tax”, if applicable, as detailed on Exhibit “M” attached hereto;

the cost of any endorsements to the Title Policies;

one-half (1/2) of the escrow fee and the reasonable closing fees charged by the Escrow Agent;

the cost of the Surveys, if obtained;

all costs and expenses in connection with Buyer’s financing, including the filing of all documents necessary to complete such financing;

all costs incurred by Buyer in connection with its due diligence or other activities related to the Properties; and

the fees and expenses of Buyer’s attorney(s).

Any other costs and expenses not specifically provided for herein shall be paid by the party who incurred those costs, or if neither party is charged with incurring any such costs, then by the party customarily assessed for such costs in the State where the Property is located. Notwithstanding the foregoing, in the event Seller receives any refunds or reimbursements from the State of New Jersey as it relates to the amount of the so-called “Mansion Tax” paid with respect to the East Hanover Property (the “Mansion Tax Refund”), such Mansion Tax Refund shall be split on a pro rata basis between the parties post-Closing. The terms of Sections 5.4 and 5.5 shall survive the Closing and not be merged therein.

5.6

Security Deposits. Attached hereto as Schedule 5.6 is a true, correct and complete list of all security deposits held by each Seller under the Leases as of August 1, 2025. At Closing, all security deposits from the tenants under the Leases, to the extent paid by such tenants to a Seller and not applied by such Seller prior to the Closing (including, without limitation, application by a Seller against any accounts receivable from such tenants that are due to such Seller), shall be credited to Buyer as a credit against the Purchase Price and shall be retained by such Seller free and clear of any and all claims on the part of tenants. From and after Closing, Buyer shall be responsible for maintaining as security deposits and other deposits the aggregate amount so credited to Buyer in accordance with all applicable laws, rules and regulations, and in accordance with the provisions of the Leases relevant thereto. This Section 5.6 shall survive the Closing and not be merged therein.

5.7

Leasing Commissions; Tenant Inducement Costs. Attached hereto as Schedule 5.7 is a true, correct and complete list of all unpaid leasing commissions, tenant improvement allowances and tenant credits (i.e., free rent credits or other similar tenant inducement costs) (collectively, the “Tenant Inducement Costs”), in each case as of August 1, 2025 with respect to any Leases which exist as of August 1, 2025 (each an “Existing Lease” and collectively, the “Existing Leases”). Sellers shall deliver to Buyer an updated Schedule 5.7 no later than two (2) business days prior to the Closing Date, and such updated Schedule 5.7 shall include Tenant Inducement Costs for New Leases which were not included on the previously delivered Schedule 5.7. At (and subject to) Closing, to the extent there are any Tenant Inducement Costs with respect to any Existing Lease, and The Paper Store Lease (as hereinafter defined), Buyer shall (i) receive a credit against the Purchase Price in the amount of any Tenant Inducement Costs with respect to such Existing Leases and The Paper Store Lease, and (ii) assume the obligation for the payment of Tenant Inducement Costs with respect to Existing Leases, and The Paper Store Lease.

In addition, Buyer shall be responsible for any and all Tenant Inducement Costs in respect of any new lease or any renewal, extension or expansion of any Existing Lease entered into after August 1, 2025 that was approved or consented to by Buyer (or deemed approved or consented to by Buyer) in accordance with this Agreement.

If and to the extent Buyer shall be responsible for any such Tenant Inducement Costs in accordance with the foregoing, Buyer hereby expressly assumes the obligation to make such payments following the Closing Date, and shall indemnify, defend, and hold harmless Sellers from and against any and all losses, costs, expenses, liabilities, claims and damages (including reasonable attorneys’ fees, court costs and litigation expenses) suffered by Sellers as a result of Buyer’s failure to pay the aforementioned costs to the applicable broker or tenant when they become due and payable, but only up to the amount of the credit received by Buyer as to such Tenant Inducement Costs. Each Seller, severally indemnifies and holds Buyer harmless from and against any and all claims for leasing commissions payable by, through or under such Seller with respect to the applicable Property solely to the extent such leasing commission exceeds the credit provided to Buyer with respect to the same under this Section 5.7 and further provided that Buyer had no knowledge and/or no way of knowing such obligation existed. All of the obligations of Buyer and Seller under this Section 5.7 shall survive Closing.

5.8

East Hanover – The Paper Store Gap Rent. If the Rent Commencement Date (as defined in the The Paper Store Lease) shall not have occurred at or prior to Closing, at (and subject to) Closing, pursuant to an escrow agreement substantially in the form of Exhibit “K” attached hereto and made a part hereof (the “East Hanover Gap Rent Escrow Agreement”), Escrow Agent shall withhold from the Purchase Price otherwise payable to East Hanover Seller an amount equal to: (a) one hundred percent (100%) of twelve (12) months of Minimum Rent (as defined in the The Paper Store Lease), plus (b) one hundred percent (100%) of twelve (12) months of Tenant’s Common Area Charges, Taxes and Insurance Charges (each as defined in the The Paper Store Lease), in the amounts stated in Schedule 5.8 attached hereto (collectively, the “The Paper Store Escrowed Funds”). Escrow Agent shall hold the The Paper Store Escrowed Funds in an interest bearing account (the “East Hanover Gap Rent Escrow Account”), and disburse the The Paper Store Escrowed Funds in accordance with the East Hanover Gap Rent Escrow Agreement as follows: (1) commencing on the last business day of the first full calendar month after the Closing Date, and continuing on the last business day of each succeeding calendar month until the earlier to occur of either (i) the last day of the twelfth (12th) full calendar month following the Closing Date or (ii) the occurrence of the Commencement Date (as defined in the The Paper Store Lease), Escrow Agent shall disburse to Buyer one-twelfth (1/12) of the original deposited The Paper Store Escrowed Funds; provided, however, that the amount to be disbursed to Buyer for the calendar month in which the Commencement Date (as defined in the The Paper Store Lease) occurs shall be prorated as of such Commencement Date, and (2) to East Hanover Seller any remaining amount of The Paper Store Escrowed Funds in the East Hanover Gap Rent Escrow Account after disbursing the amount payable to Buyer under clause (1) above, including any interest earned on The Paper Store Escrowed Funds. If the Commencement Date (as defined in the The Paper Store Lease) shall not have occurred at or prior to Closing, at (and subject to) Closing, Buyer shall receive a credit against the Purchase Price in the amount of the Minimum Rent, plus Common Area Charges, Taxes and Insurance Charges (each as defined in the The Paper Store Lease) reasonably estimated by Buyer and the East Hanover Seller that would have been payable under the The Paper Store Lease for the month in which Closing occurs had the Commencement Date occurred at or prior to Closing prorated by the number of days from and including the Closing Date to the last day of the calendar month in which Closing occurs. All of the obligations of Buyer and Seller under this Section 5.8 shall survive Closing. The “The Paper Store Lease” means that certain Lease by and between East Hanover Seller and TPS Group Holdings LLC, Inc., a Delaware limited liability company, dated September 5, 2025.

5.9

Capital Repairs Credit.

At (and subject to) Closing, Buyer shall receive a credit of Two Million Five Hundred Thousand and 00/100 Dollars ($2,500,000.00) against the Purchase Price (the “Capital Repairs Credit”) with respect to certain capital items at the Properties including roof replacements, parking lot repairs and tenant HVAC replacements (collectively, the “Capital Repairs”). At Closing, the Capital Repairs Credit shall be allocated among the Properties as directed by Sellers in their commercially reasonable discretion. Buyer acknowledges and agrees that the Capital Repairs Credit is full consideration to Buyer in respect of the Capital Repairs and Buyer acknowledges and agrees that the Capital Repairs Credit shall not be construed to limit the provisions of Section 7 of this Agreement, including, without limitation, the conveyance by Sellers to Buyer of the Properties in their “AS-IS” condition and the waivers of Buyer set forth in such Section 7. Notwithstanding the foregoing, in no event does the Capital Repairs Credit apply to the contracted work and ongoing remediation work at the Stow Property, which is handled separately under Section 5.10.

5.10

Stow Environmental Remediation Escrow; Stow Insurance Litigation.

Stow Seller hereby discloses to Buyer that the Ohio EPA (“OEPA”) issued a Notice of Violation (“NOV”) and the Director of the OEPA issued Final Findings and Orders dated February 1, 2017 (the “ORDER”) in respect of the Stow Property alleging, inter alia, that stormwater runoff from the parking lot of the Stow Property migrated through the slag subbase, causing pollutants to invade the waters of the State of Ohio (Fish Creek), and requiring compliance with certain effluent limits and monitoring obligations at the Stow Property (collectively, the “Stow Environmental Conditions”). A copy of the NOV and ORDER have been provided to Buyer as part of the Due Diligence Materials.

In response to the NOV and ORDER, among other things, Stow Seller engaged Apex Companies, LLC (“Stow Consultant”) to perform consulting engineering services to design the remediation of the Stow Environmental Conditions pursuant to that certain Design Services Agreement, dated as of March 13, 2024, by and between Stow Seller and Stow Consultant (together with all change order entered into prior to the Effective Date, the “Stow Initial Stow Design Services Agreement”). A copy of the Initial Stow Design Services Agreement has been provided to Buyer as part of the Due Diligence Materials. To implement the remediation designed by the Stow Consultant, among other things, Stow Seller entered into that certain Construction Agreement Lump Sum, dated April 3, 2025, by and between Stow Seller and Infinity Paving (“Stow Contractor”) (together with all change order entered into prior to the Effective Date, the “Initial Stow Contract”). A copy of the Initial Stow Contract has been provided to Buyer as part of the Due Diligence Materials.

Stow Seller agrees to pay or discharge at or prior to the Closing, all amounts owing by Stow Seller to Stow Consultant pursuant to the Initial Stow Design Services Agreement for the work completed by Stow Consultant under the same as of the Closing Date. At the Closing, Stow Consultant and Buyer shall enter into a new design services agreement (the “Remainder Stow Design Services Agreement”) in substantially the same form as the Initial Stow Design Services Agreement, for the unfinished scope of work which remained to be completed under the Initial Stow Design Services Agreement as of the Closing Date. At Closing, Stow Seller shall provide an updated certification of the total amount paid under the Initial Stow Design Services Agreement as of the Closing Date, and shall provide Buyer with (1) copies of all lien waivers under the Initial Stow Design Services Agreement for all of the payments made by Stow Seller to Stow Consultant executed by Stow Consultant, and (2) a copy of any lien waivers executed by each vendor under the Initial Stow Design Services Agreement for any payments made by Stow Seller after the Effective Date and evidence of the making of such payments.

Stow Seller shall deliver to Buyer at Closing a certification from Stow Consultant confirming (1) the total amount paid by Stow Seller to Stow Consultant under the Initial Stow Design Services Agreement; (2) the scope of work under the Initial Stow Design Services Agreement which is fully and finally complete; (3) the Initial Stow Design Services Agreement is terminated as of the Closing Date, (4) Stow Consultant has no residual claims under the Initial Stow Design Services Agreement, (5) no further amounts are due and payable under the Initial Stow Design Services Agreement (including change orders), with the only amounts remaining payable to Stow Consultant on account of any work at the Stow Property being covered by the Remainder Stow Design Services Agreement, and (6) all warranties under the Initial Stow Design Services Agreement shall be issued to Buyer (the “Stow Consultant Certification”).

Stow Seller agrees to pay or discharge at or prior to the Closing, all amounts owing by Stow Seller to Stow Contractor pursuant to the Initial Stow Contract for the work completed by Stow Contractor under the same as of the Closing Date. Stow Seller anticipates that all work under the Initial Stow Contract will be completed by the Stow Contractor with all applicable lien waivers delivered to Stow Seller on or about September 22, 2025 (the “Stow Work Completion”). If the Stow Work Completion has not occurred prior to Closing, at the Closing, Stow Contractor and Buyer shall enter into a new remediation contract (the “Remainder Stow Contract”) in substantially the same form as the Initial Stow Contract, for the unfinished scope of work which remained to be completed under the Initial Stow Contract as of the Closing Date. If the Stow Work Completion has not occurred prior to Closing, Stow Seller shall provide an updated certification of the total amount paid under the Initial Stow Contract as of the Closing Date, and shall provide Buyer with (1) copies of all lien waivers under the Initial Stow Contract for all of the payments made by Stow Seller to Stow Contractor executed by Stow Contractor, and (2) a copy of any lien waivers executed by each vendor under the Initial Stow Contract for any payments made by Stow Seller after the Effective Date and evidence of the making of such payments. Stow Seller shall deliver to Buyer at Closing a certification from Stow Contractor confirming (1) the total amount paid by Stow Seller to Stow Contractorunder the Initial Stow Contract; (2) the scope of work under the Initial Stow Contract which is fully and finally complete; (3) the Initial Stow Contract is terminated as of the Closing Date, (4) Stow Contractor has no residual claims under the Initial Stow Contract, (5) no further amounts are due and payable under the Initial Stow Contract (including change orders), with the only amounts remaining payable to Stow Contractor on account of any work at the Stow Property being covered by the Remainder Stow Contract and (6) all warranties under the Initial Stow Contract shall be issued to Buyer (the “Stow Contractor Certification”).

At (and subject to) Closing, pursuant to an escrow agreement substantially in the form of Exhibit “P”attached hereto and made a part hereof (the “Stow Property Stormwater Escrow Agreement”), Escrow Agent shall withhold from the Purchase Price otherwise payable to Stow Seller an amount equal to: (a) one hundred twenty percent (120%) of the amount payable under the Remainder Stow Design Services Agreement (“Design Services Escrow Amount”), and (b) Seven Hundred Ninety-Two Thousand and 00/100 Dollars ($792,000.00) representing the amount estimated by Buyer and Seller to cover twenty-four (24) months of stormwater operating and maintenance costs at the Stow Property (the “O&M Escrow Amount”).

If the Stow Work Completion has not occurred prior to Closing, the Escrow Agent shall also withhold one hundred twenty percent (120%) of the amount payable under the Remainder Stow Contract(together with the Design Services Escrow Amount and the O&M Escrow Amount, the “Stow Property Stormwater Escrowed Funds”). Escrow Agent shall hold the Stow Property Stormwater Escrowed Funds in an interest bearing account (the “Stow Property Stormwater Escrow Account”) and disburse the Stow Property Stormwater Escrowed Funds in accordance with the Stow Property Stormwater Escrow Agreement. The Stow Property Stormwater Escrowed Funds shall only be made available to Buyer to reimburse Buyer for the costs incurred under the Remainder Stow Design Services Agreement (or a substantially similar agreement with a substitute vendor for substantially similar costs), the Remainder Stow Contract (or a substantially similar agreement with a substitute vendor for substantially similar costs), and the monthly stormwater operating and maintenance costs at the Stow Property incurred by Buyer to Stow Consultant or a replacement consultant on substantially similar terms, as well as costs incurred by Buyer to E-Tank, Ltd. (or a substitute vendor) for holding tank rentals and associated services (collectively, “Stow Property Stormwater O&M Costs”), in each case subject to invoices and other reasonable back-up information provided by Buyer to Stow Seller (collectively, “Stow Remediation Costs”).

At Closing Stow Seller shall provide notice to the OEPA regarding the conveyance of the Stow Property to Buyer (the “OEPA Stow Notice”).

Buyer acknowledges and agrees that the Stow Environmental Conditions shall not be construed to limit the provisions of Section 7 of this Agreement, including, without limitation, the conveyance by Stow Seller to Buyer of the Stow Property in its “AS-IS” condition and the waivers of Buyer set forth in such Section 7.

Stow Seller hereby further discloses to Buyer that, in connection with the Stow Environmental Conditions, SITE Centers Corp., Stow Seller’s ultimate parent company, is party to a pending lawsuit against AIG Specialty Insurance Company, Case No. 1:22VC361 in the United Stated District Court, Northern District of Ohio, Eastern Divisions (the “Stow Insurance Litigation”). Stow Seller and Buyer acknowledge and agree that Stow Seller shall be entitled to, and shall have the sole claim to, any insurance proceeds resulting from the Stow Insurance Litigation, whether paid to Stow Seller before or after Closing. Buyer hereby disclaims and forever waives any and all right, title or interest in or to any such insurance proceeds in respect of the Stow Environmental Conditions and the Stow Insurance Litigation.

This Section 5.10 shall survive Closing.

SECTION 6 POSSESSION AND CLOSING.

6.1

The time and date of such closing is referred to herein as the “Closing Date” or the “Closing”. Notwithstanding the foregoing, Buyer shall have the one-time right to extend the Closing Date by up to thirty (30) days (the “Extended Closing Period”) by giving written notice to Sellers (the “Closing Date Extension Notice”) not later than three (3) business days prior to the originally scheduled Closing Date, solely in the event Buyer requires additional time in order to effectuate a 1031 exchange with a Property as a “replacement property” under such construct. Within three (3) business days after delivery of the Closing Date Extension Notice Buyer shall deposit One Million Two Hundred Sixty Thousand and 00/100 Dollars ($1,260,000.00) with the Escrow Agent in escrow (the “Extension Deposit”). The Extension Deposit shall be nonrefundable to Buyer but shall be applicable to the Purchase Price at Closing.

6.2

Sellers’ and Buyer’s Closing Deliveries.

To effect the Closing, Sellers shall deliver to the Escrow Agent the following:

(i)

the Deeds;

(ii)

in respect of the East Hanover Property, Seller’s duly executed (A) New Jersey realty transfer fee affidavit of consideration (form RTF-1) and (B) New Jersey gross income tax residency certification/exemption (form GIT/REP-3);

(iii)

signed counterparts of an Assignment of Leases (which shall include an assignment and assumption of such Seller’s interest in the Cable Agreements and Temporary Occupancy Agreements, if any) from each Seller with respect to its Property;

(iv)

in respect of the Stow Property, the Stow Consultant Certification;

(v)

in respect of the Stow Property, the Stow Contractor Certification if required pursuant to Section 5.10(d) above;

(vi)

in respect of the Stow Property, the OEPA Stow Notice, if required;

(vii)

a certificate and affidavit of non-foreign status from each Seller;

(viii)

a completed 1099-S request for taxpayer identification number and certification and acknowledgment from each Seller;

(ix)

the Title Affidavit from each Seller with respect to its Property and any additional documentation required by the Title Company to cover over any exception for mechanics’ liens at a Property arising by, through or under a Seller;

(x)

signed notices to all tenants and other occupants of each Property, substantially in the form of Exhibit “E” attached hereto and made a part hereof (the “Tenant Notice Letters”), advising them of the sale of the applicable Property and directing them where to send all future rent and notices; certificates or resolutions of each Seller authorizing the sale of its Property pursuant to this Agreement and the authority of the officer executing the closing documents on behalf of such Seller;

(xi)

(xii)

a Bill of Sale and General Assignment in favor of Buyer conveying each Seller’s interest, if any and without warranty, in and to its Fixtures, its Personal Property, its Intellectual Property, its Warranties, its Permits and its Plans, substantially in the form of Exhibit “F” attached hereto and made a part hereof (the “General Assignment”);

(xiii)

a certificate updating each Seller’s representations and warranties set forth in Section 9.1 below, substantially in the form of Exhibit “I”attached hereto (the “Bring Down Certificate”);

(xiv)

in respect of the Southmont Property, a signed counterpart of an Assignment and Assumption of Rights (the “Southmont Assignment of Rights”), in the form of Exhibit “L” attached hereto and made a part hereof, pursuant to which, inter alia, Southmont Seller shall assign to Buyer all of its rights, title and interest arising under the Southmont Declaration;

(xv)

in respect of the Southmont Property, a resignation of the officers, directors and executives of the Southmont Association appointed by Southmont Seller;

(xvi)

in respect of the Southmont Property, such documents and filings as may be necessary to evidence the assignment of all of Southmont Seller’s right, title and interest as a Member (as defined in the Southmont Declaration) and any of Seller’s other rights in and under the By-Laws of the Southmont Association with the Pennsylvania Secretary of State;

(xvii)

in respect of the East Hanover Property, a signed counterpart of the East Hanover Gap Rent Escrow Agreement;

(xviii)

an assignment and assumption of the REA Agreements (as defined herein) executed by each Seller, in form and substance subject to Buyer’s review and reasonable approval (each a “REA Assignment and Assumption Agreement”) which shall include, without limitation, the assignment of any rights of Seller as “Approving Party” or other such similar title under the Target REA (as hereinafter defined); as used herein, “REA Agreements” means any reciprocal easement agreements, operating agreements, declarations of covenants, conditions and restrictions and reservation of easements, agreements for onsite and/or offsite stormwater drainage, detention and/or retention, property owner’s association agreements, and other similar agreements related to any Property (and all amendments, supplements and restatements of the foregoing);

(xix)

Reserved;

(v)

in respect of the Stow Property, a notice letter to the required parties under the Target REA, including, but not limited to, Target Corporation (“Target”), providing notice that in connection with the Closing Stow Seller has assigned its right, title and interest as the “Approving Party” under the Target REA to Buyer, executed by Stow Seller, substantially in the form of Exhibit “N” attached hereto and made a part hereof; as used herein, the “Target REA” means that certain Operation and Easement Agreement between Dayton Hudson Corporation and Developers Diversified Realty Corporation, dated July 1, 1994 and recorded in Volume 1721, Page 5, of the Summit County, Ohio Records, as amended by that certain First Amendment to Operation and Easement Agreement, dated April 4, 1996 and recorded in Volume 2156, Page 1242, of the Summit County, Ohio Records; and

(vi)

a signed settlement statement with respect to the Closing.

In addition, within three (3) business days following the Closing, Sellers shall deliver to Buyer, to the extent in Seller’s possession, executed counterparts of all original lease files, including original Leases and any amendments, guarantees and other documents relating thereto.

Sellers shall remove all proprietary property (including marketing and other signage of Sellers) and otherwise remove items at its Property identifying such Seller (“Seller’s Marketing Signs”) prior to Closing.

To effect the Closing, Buyer shall deliver to the Escrow Agent:

(i)

signed counterparts of the Assignment of Leases, the Tenant Notice Letters and the General Assignment;

(ii)

in respect of the Southmont Property, a signed Realty Transfer Tax Statement of Value;

(iii)

in respect of the Southmont Property, a signed counterpart of the Southmont Assignment of Rights;

(iv)

in respect of the East Hanover Property, Buyer’s duly executed New Jersey realty transfer fee affidavit of consideration (form RTF-1EE); in respect of the Stow Property, a signed counterpart to the Remainder Stow Design Services Agreement;

(v)

Reserved;

(vi)

in respect of the East Hanover Property, a signed counterpart of the East Hanover Gap Rent Escrow Agreement;

(vii)

(viii)

in respect of the Stow Property, a signed counterpart to the Remainder Stow Contract;

(ix)

in respect of the Stow Property, a signed counterpart to the REA Assignment and Assumption Agreement;

(x)

in respect of the Stow Property, a signed counterpart of the Target Assignment and Assumption Agreement;

(xi)

a signed settlement statement with respect to the Closing;

(xii)

such other closing documents as may be reasonably necessary to consummate the transactions contemplated herein; and

(xiii)

a letter to Sellers on Buyer’s letterhead directing Sellers where any amounts delivered by the tenants to a Seller following the Closing that relate to Buyer’s period of ownership should be delivered, including, without limitation, Buyer’s wiring instructions.

Unless otherwise provided herein, all documents and funds necessary for Closing shall be deposited in escrow as of 3:00 PM Eastern Time on the Closing Date. At Closing, the Escrow Agent shall:

(i)

deliver the Deeds to Buyer by filing each Deed for record in the public records for the jurisdiction in which the associated Property is located;

(ii)

pay to Sellers the Purchase Price less any credits to which Buyer is entitled, charge Sellers and Buyer for the closing costs as set forth in Section 5 above, and disburse the Earnest Deposit to Sellers, all in accordance with the agreed upon settlement statement;

(iii)

cause the Title Company to issue the Title Policies;

(iv)

Sellers shall deliver exclusive possession of the Properties to Buyer, at the Closing, except for the rights of any parties under the Permitted Exceptions; and

Within three (3) days following the Closing Date, Buyer or Escrow Agent, at Buyer’s option, cost and expense, shall assemble fully executed versions of the Tenant Notice Letters and deliver them to the tenants pursuant to the Leases and Temporary Occupancy Agreements. Copies of the fully executed Tenant Notice Letters, together with evidence of their delivery, shall be provided to each of Buyer and Sellers promptly following delivery to the tenants. The provisions of this Section 6.2(f) shall survive Closing.

6.3

Estoppels.

In accordance with the further terms and conditions of this Section 6.3, at least three (3) business days prior to Closing, Sellers shall provide tenant estoppel certificates (the “Tenant Estoppels”) from the tenants under the Leases dated no earlier than August 1, 2025. Seller shall prepare and deliver Tenant Estoppels to each of the Tenants with Leases at its Property. Buyer will provide Seller with the name of Buyer’s lender no later than five (5) days prior to the expiration of the Due Diligence Period and if no name is available, then Seller shall send out the Tenant Estoppels running generically to Buyer’s lender; provided, however, that if no name is available five (5) days prior to the expiration of the Due Diligence Period and a tenant refuses to name Buyer’s lender generically, Buyer shall not have the right to object to such Tenant Estoppel on the basis that it is not certified to Buyer’s lender (either specifically or generically). Notwithstanding the foregoing, Sellers shall only be required to deliver to Buyer at or prior to Closing a Tenant Estoppel from:

(i)

with respect to the Southmont Property, the following tenants: (A) Dick’s Sporting Goods, Best Buy, Ross Dress for Less, Barnes & Noble, Michaels, Staples and Dollar Tree (each a “Southmont Major Tenant” and a “Major Tenant”); and (B) tenants under the Leases leasing on a collective basis not less than forty percent (40%) of the remaining open and occupied gross leasable area of the Southmont Property that are subject to Leases with an original term of more than twelve (12) months (each a “Southmont Non-Major Tenant” and a “Non-Major Tenant”);

(i)

with respect to the East Hanover Property, the following tenants: (A) Homesense, Homegoods and Sierra Trading Post (each a “East Hanover Major Tenant” and a “Major Tenant”); and (B) tenants under the Leases leasing on a collective basis not less than forty percent (40%) of the remaining open and occupied gross leasable area of the East Hanover Property that are subject to Leases with an original term of more than twelve (12) months (each a “East Hanover Non-Major Tenant” and a “Non-Major Tenant”); and

(ii)

with respect to the Stow Property, the following tenants: (A) Giant Eagle, Kohls, Hobby Lobby, TJ Maxx, Homegoods, Old Navy, Pet Supplies Plus and Ulta Beauty (each a “Stow Major Tenant” and a “Major Tenant”, and collectively with the Southmont Major Tenants and the East Hanover Major Tenants, the “Major Tenants”); and (B) tenants under the Leases leasing on a collective basis not less than thirty-five percent (35%) of the remaining open and occupied gross leasable area of the Stow Property that are subject to Leases with an original term of more than twelve (12) months (each a “Stow Non-Major Tenant” and a “Non-Major Tenant”, and collectively with the Southmont Non-Major Tenants and the East Hanover Non-Major Tenants, the “Non-Major Tenants”).

The Tenant Estoppels required to be delivered pursuant to the preceding sentence and that are a condition to Closing as more particularly set forth herein are defined collectively as the “Required Estoppels”.

Sellers shall be required to deliver to Buyer promptly each of the Tenant Estoppels received by Seller from any tenant under a Lease even if such Tenant Estoppel is not one of the Required Estoppels. Notwithstanding anything to the contrary contained in this Section 6.3(a), Sellers and Buyer acknowledge and agree that the Tenant Estoppels were provided to tenants under Leases prior to the Effective Date.

The form of the Tenant Estoppel shall be substantially in the form of Exhibit "G"attached hereto and made a part hereof; provided, however, that if any tenant is required or permitted under the terms of its Lease to provide less information or to otherwise make different statements in a certification of such nature than are set forth on Exhibit "G", then Buyer shall accept any Tenant Estoppel and any modifications made to such Tenant Estoppel to the extent that such changes are consistent with the minimum requirements set forth in such tenant's Lease (provided that in all cases Tenant Estoppels that contain certifications to Buyer, its lender and their respective successor and/or assigns (provided that Buyer shall accept estoppels without “successors and/or assigns” language if following commercially reasonable efforts any tenant refuses to make such certification)); and provided further, however, that under no circumstances shall Buyer be required to accept any Tenant Estoppel delivered in connection with this Section 6.3 to the extent the tenant discloses therein (i) any default by a Seller a tenant’s Lease in an amount greater than One Hundred Thousand and 00/100 Dollars ($100,000.00) in each instance, or Four Hundred Seventy Thousand and 00/100 Dollars ($470,000.00) in the aggregate, in either case at any one Property, or (ii) any matter materially inconsistent with the representations and warranties made by Sellers to Buyer in Section 9.1 of this Agreement. Buyer acknowledges and agrees that prior to the Effective Date, Buyer identified the Capital Repairs at the Properties which resulted in Seller agreeing to provide Buyer the Capital Repairs Credit at Closing. As such, and notwithstanding anything to the contrary contained in this Agreement, Buyer shall not have the right to object to any Tenant Estoppel, including, without limitation, any Required Estoppel, that may reference in any manner the Capital Repairs on the basis of such Tenant Estoppel referencing the Capital Repairs. Buyer acknowledges and agrees that prior to the Effective Date, Stow Seller disclosed the Stow Environmental Conditions which resulted in Seller agreeing to provide Buyer the Stow Property Stormwater Escrowed Funds at Closing. As such, and notwithstanding anything to the contrary contained in this Agreement, Buyer shall not have the right to object to any Tenant Estoppel, including, without limitation, any Required Estoppel, that may reference in any manner the Stow Environmental Conditions on the basis of such Tenant Estoppel referencing the Stow Environmental Conditions. Notwithstanding the foregoing, Buyer reserves the right to object to any Tenant Estoppel that references repairs that are not Capital Repairs and/or if a Tenant Estoppel references required repairs or damage resulting from the remediation work being performed in respect of the Stow Environmental Conditions (but for the avoidance of doubt, not including the Stow Environmental Conditions themselves).

Buyer shall, within two (2) business days after Buyer's receipt of any executed Tenant Estoppels from Sellers, respond to Sellers in writing with any specific comments or concerns that Buyer has with respect to such Tenant Estoppels as a result of Buyer's review of such Tenant Estoppels and the applicable Lease for such tenant. If Buyer fails to respond to Sellers within such two (2) business day period, the Tenant Estoppels delivered by Sellers shall be deemed accepted by Buyer.

Reserved.

In the event Sellers have been unable to obtain the Required Estoppels at or prior to Closing, Sellers and Buyer each shall have the right, upon written notice to the other parties hereto at least two (2) business days prior to Closing, to extend the Closing Date by up to fifteen (15) days in order to allow such Seller additional time to obtain all Required Estoppels. Sellers shall have no obligation to update any Tenant Estoppels described in this Section 6.3 at or prior to Closing. Notwithstanding anything contained herein to the contrary, if Buyer has not received the Required Estoppels in accordance with the terms of this Section 6.3 at or before the scheduled Closing (as may be extended), Sellers shall not be deemed in default of this Agreement, but rather a failure of a condition to Buyer’s obligation to proceed to Closing shall have occurred, and Buyer shall have the right to (i) terminate this Agreement by delivery of written notice to Sellers, in which event the Earnest Deposit shall be returned to Buyer promptly and neither Sellers nor Buyer shall have any further rights or obligations hereunder, except for those obligations which are expressly stated in this Agreement to survive any termination of this Agreement, or (ii) waive such requirement and proceed to Closing.

Sellers agree to request and use commercially reasonable efforts to obtain Subordination, Non-Disturbance and Attornment Agreements (“SNDAs”) in a commercially reasonable form as may be provided by Buyer or Buyer’s lender, from such tenants under the Leases as may be requested by Buyer’s lender; provided however, nothing contained in this Agreement shall obligate Sellers to obtain, negotiate or otherwise complete any SNDAs on behalf of Buyer or Buyer’s lender, and delivery of any SNDAs shall not be a condition to Buyer’s obligation to close on the purchase of the Properties pursuant to the terms of this Agreement. Buyer shall deliver the identity of its lender to Sellers, together with the fully completed SNDA forms as to such tenants where Buyer’s lender is requesting an SNDA, by no later than seven (7) business days following the Effective Date.

Sellers agree to request and use commercially reasonable efforts to obtain an estoppel certificate prepared by Buyer in connection with any reciprocal easement agreement or declaration agreement encumbering a Property (each, an “REA Estoppel”), certifying that all of the obligations of such Seller contained in said agreement are in full force and effect, that such Seller is not in default thereunder and no sums of money are past due from such Seller thereunder; provided, however, nothing contained in this Agreement shall obligate Sellers to obtain, negotiate or otherwise complete any REA Estoppel on behalf of Buyer, and delivery of any REA Estoppel shall not be a condition to Buyer’s obligation to close on the purchase of the Properties pursuant to the terms of this Agreement. Buyer shall deliver to Sellers the fully completed REA Estoppel forms by not later than five (5) business days after the Effective Date.

Notwithstanding anything herein to the contrary, Seller shall send an REA Estoppel (i) to Target Corporation (f/k/a Dayton Hudson Corporation, a Minnesota corporation) pursuant to and in accordance with Section 6.3 of the Target REA, confirming among other things that all of the obligations of Seller contained in the OEA are in full force and effect, that the Seller is not in default thereunder, and that the OEA has not been assigned, modified or amended, (ii) to the Board of Directors of the Southmont Association in respect of the Southmont Declaration, (iii) to the Transaction Parties in respect of the Cross Access Amendment, and (iv) to each owner (other than East Hanover Seller) in respect of the Restated Declaration of Reciprocal Cross Easements and Cross Easement Maintenance Agreement recorded in Deed Book 4487, Page 336, in each case within seven (7) business days after the Effective Date. Notwithstanding anything to the contrary contained in this Section 6.3(g), Sellers and Buyer acknowledge and agree that each of the REA Estoppels requested by Buyer were provided to the applicable parties thereto prior to the Effective Date.

6.4

Covenants of Sellers Pending Closing.

Sellers shall not, except as set forth as Schedule 6.4 attached hereto (each such renewal or new lease, a “New Lease”): (i) modify, cancel, extend or otherwise change in any manner the terms and provisions of the Leases (but the foregoing shall not prevent a Seller, as landlord under a Lease, from accepting any notice of extension, cancellation or other action received from a Tenant pursuant to a right set forth in its Lease); (ii) modify, cancel, extend or otherwise change in any manner the terms and provisions of the Initial Stow Design Services Agreement (including, without limitation, issuing or approving change orders), or the Initial Stow Contract (including, without limitation, issuing or approving change orders); (iii) enter into any contracts for services or otherwise that may be binding upon any Property following Closing or upon Buyer; or (iv) except as provided in Section 3.3 of this Agreement, grant, consent to, or record any easements or other encumbrances on the Property (for the avoidance of doubt subject to Buyer’s right to object to any New Matter under Section 3.2(c) above) or (v) enter into any new leases of space in any Property; in each instance without the express prior written consent of Buyer. Buyer agrees to deliver to Sellers such consent or refusal of consent, in writing, within three (3) business days after receipt of a written request from Sellers seeking any such consent which request shall identify with specificity that it is being requested in accordance with Section 6.4 of this Agreement in bold conspicuous type. In the event Buyer fails to deliver to Sellers such consent or refusal of consent (including Buyer’s reasons therefor), in writing, within three (3) business days after receipt of a written request from Sellers, Buyer shall be deemed to have consented, in all respects, to any and all matters set forth in the written request from Sellers. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, East Hanover Seller shall be permitted to enter into The Paper Store Lease without Buyer’s prior written consent, provided that such The Paper Store Lease contains substantially the same economic terms and conditions as set forth the draft of such lease, last revised June 18, 2025, a copy of which draft lease has been provided to Buyer as part of the Due Diligence Materials.

From the Effective Date through the Closing Date, each Seller shall continue to operate its Property in substantially the same manner as such Seller has prior to the Effective Date including full performance under the Initial Stow Design Services Agreement until terminated as contemplated under this Agreement, and the Initial Stow Contract until terminated as contemplated under this Agreement; provided, however, that Sellers’ obligations under this Section 6.4(b) shall not include any obligation (i) to perform any repairs, replacements, or improvements to a Property, or (ii) to pay any other expenditures not in the ordinary, day-to-day maintenance of a Property.

In addition, as of the Closing Date, the Properties shall no longer be insured under Sellers’ insurance program and Buyer shall be solely responsible for maintaining insurance on the Properties after the Closing Date.

Sellers shall, promptly upon a Seller's receipt of the same, provide Buyer with a written notice (i) of any material written correspondence received by a Seller from any governmental or quasi-governmental authority or from any insurance company, including any written violation of legal requirements, in each case concerning a Property, (ii) of any written notice received from any tenants under the Leases concerning termination, an alleged Seller default thereunder, exercise of expansion, offset, and/or abatement rights, or notice of non-renewal thereunder, and any other non-ordinary course, material written notice received under the Leases, (iii) of any material notice received under the Initial Stow Design Services Agreement, or the Initial Stow Contract, and (iv) any service of process relating to a Property or which affects the applicable Seller’s ability to perform its obligations under this Agreement. Any written notice from a Seller to Buyer, including any additional materials with respect to the same, provided under this Section 6.4(c) shall constitute a Change Notice delivered to Buyer from Sellers pursuant to Section 9.1 of this Agreement and shall be considered part of the Due Diligence Materials.

SECTION 7 CONDITION OF PROPERTIES.

7.1“As-Is” Condition. BUYER HEREBY EXPRESSLY ACKNOWLEDGES AND AGREES THAT BUYER WILL HAVE, AS OF CLOSING, AN OPPORTUNITY TO INSPECT AND EXAMINE THE STATUS OF TITLE TO THE PROPERTIES AND THE PHYSICAL CONDITION OF THE PROPERTIES TO THE EXTENT DEEMED NECESSARY BY BUYER IN ORDER TO ENABLE BUYER TO EVALUATE THE PURCHASE OF THE PROPERTIES. BUYER HEREBY FURTHER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT AND/OR ANY DOCUMENT EXECUTED AND DELIVERED BY A SELLER TO BUYER IN CONNECTION WITH THE CLOSING (COLLECTIVLEY, THE “CLOSING DOCUMENTS”), BUYER IS RELYING SOLELY UPON THE INSPECTION, EXAMINATION, AND EVALUATION OF THE PHYSICAL CONDITION OF THE PROPERTIES BY BUYER AND HAS NOT RELIED UPON ANY WRITTEN OR ORAL REPRESENTATIONS, WARRANTIES OR STATEMENTS, WHETHER EXPRESS OR IMPLIED, MADE BY SELLERS, OR ANY PARTNER OF SELLERS, OR ANY AFFILIATE, AGENT, EMPLOYEE, OR OTHER REPRESENTATIVE OF ANY OF THE FOREGOING OR BY ANY BROKER OR ANY OTHER PERSON REPRESENTING OR PURPORTING TO REPRESENT SELLERS WITH RESPECT TO THE PROPERTIES, THE CONDITION OF THE PROPERTIES OR ANY OTHER MATTER AFFECTING OR RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY. BUYER IS PURCHASING, AND AT CLOSING WILL ACCEPT, THE PROPERTIES ON AN “AS IS,” “WHERE IS” AND “WITH ALL FAULTS” BASIS, WITHOUT REPRESENTATIONS, WARRANTIES AND/OR COVENANTS, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT AND/OR THE CLOSING DOCUMENTS. EXCEPT AS MAY BE SET FORTH IN THE LEASES AND THE INITIAL STOW CONTRACT. BUYER ACKNOWLEDGES THAT SELLERS HAVE MADE NO AGREEMENT TO ALTER, REPAIR OR IMPROVE THE PROPERTIES.

AS USED IN THE PRIOR PARAGRAPH, THE TERM “CONDITION OF THE PROPERTIES” MEANS THE FOLLOWING MATTERS: (I) THE QUALITY, NATURE AND ADEQUACY OF THE PHYSICAL CONDITION OF THE PROPERTIES, INCLUDING, WITHOUT LIMITATION, THE QUALITY OF THE DESIGN, LABOR AND MATERIALS USED TO CONSTRUCT THE IMPROVEMENTS INCLUDED IN THE PROPERTIES; THE CONDITION OF STRUCTURAL ELEMENTS, FOUNDATIONS, ROOFS, GLASS, MECHANICAL, PLUMBING, ELECTRICAL, HVAC, SEWAGE, AND UTILITY COMPONENTS AND SYSTEMS; THE CAPACITY OR AVAILABILITY OF SEWER, WATER, OR OTHER UTILITIES; THE GEOLOGY, FLORA, FAUNA, SOILS, SUBSURFACE CONDITIONS, GROUNDWATER, LANDSCAPING, AND IRRIGATION OF OR WITH RESPECT TO THE PROPERTIES; THE LOCATION OF THE PROPERTIES IN OR NEAR ANY SPECIAL TAXING DISTRICT, FLOOD HAZARD ZONE, WETLANDS AREA, PROTECTED HABITAT, GEOLOGICAL FAULT OR SUBSIDENCE ZONE, HAZARDOUS WASTE DISPOSAL OR CLEAN-UP SITE, OR OTHER SPECIAL AREA; THE EXISTENCE, LOCATION, OR CONDITION OF INGRESS, EGRESS, ACCESS, AND PARKING; THE CONDITION OF THE PERSONAL PROPERTY AND ANY FIXTURES; AND THE PRESENCE OF ANY ASBESTOS OR OTHER HAZARDOUS MATERIALS, DANGEROUS, OR TOXIC SUBSTANCE, MATERIAL OR WASTE IN, ON, UNDER OR ABOUT THE PROPERTIES AND THE IMPROVEMENTS LOCATED THEREON; AND (II) THE COMPLIANCE OR NON-COMPLIANCE OF SELLERS OR THE OPERATION OF THE PROPERTIES OR ANY PART THEREOF IN ACCORDANCE WITH, AND THE CONTENTS OF: (A) ALL CODES, LAWS, ORDINANCES, REGULATIONS, AGREEMENTS, LICENSES, PERMITS, APPROVALS AND APPLICATIONS OF OR WITH ANY GOVERNMENTAL AUTHORITIES ASSERTING JURISDICTION OVER THE PROPERTIES, INCLUDING, WITHOUT LIMITATION, THOSE RELATING TO ZONING, BUILDING, PUBLIC WORKS, PARKING, FIRE AND POLICE ACCESS, HANDICAP ACCESS, LIFE SAFETY, SUBDIVISION AND SUBDIVISION SALES, AND HAZARDOUS MATERIALS, DANGEROUS, AND TOXIC SUBSTANCES, MATERIALS, CONDITIONS OR WASTE, INCLUDING, WITHOUT LIMITATION, THE PRESENCE OF HAZARDOUS MATERIALS IN, ON, UNDER OR ABOUT THE PROPERTIES THAT WOULD CAUSE STATE OR FEDERAL AGENCIES TO ORDER A CLEAN UP OF THE PROPERTIES UNDER ANY APPLICABLE LEGAL REQUIREMENTS; AND (B) ALL AGREEMENTS, COVENANTS, CONDITIONS, RESTRICTIONS (PUBLIC OR PRIVATE), CONDOMINIUM PLANS, DEVELOPMENT AGREEMENTS, SITE PLANS, BUILDING PERMITS, BUILDING RULES, AND OTHER INSTRUMENTS AND DOCUMENTS GOVERNING OR AFFECTING THE USE, MANAGEMENT, AND OPERATION OF THE PROPERTIES.

Buyer’s Initials: /s/ JRS III

Except as specifically set forth in this Agreement and/or the Closing Documents, Buyer acknowledges and agrees that it has not (and shall not) rely upon any statement and/or information from whomsoever made or given (including, but not limited to, any broker, attorney, agent, employee or other person representing or purporting to represent Sellers) directly or indirectly, verbally or in writing, and Sellers are not and shall not be liable or bound by any such statement and/or information.

Except as specifically set forth in this Agreement and/or the Closing Documents, Sellers specifically disclaim any representation, warranty or guaranty with respect to the Properties, express or implied, including, but not limited to, any representation or warranty as to the Properties’ condition, fitness for a particular purpose, quality, freedom from defects or contamination (whether or not detectable by inspection), compliance with zoning or other legal requirements or as to the availability or existence of any utility or other governmental or private services or as to the amount of taxes assessed to the Properties.

7.2

Releases of Claims Under Environmental Laws. Buyer, on behalf of itself and its affiliates, hereby waives and releases Sellers from any claims arising out of the environmental condition of the Properties and all claims under any applicable federal, state or local environmental laws (“Environmental Laws”) (other than in connection with the breach of an express representation or warranty contained in Section 9.1 of this Agreement. For purposes of this Agreement, the term “Environmental Laws” shall include, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), 42 U.S.C. § 9601 et seq. and the Resource Conservation and Recovery Act (“RCRA”), 42 U.S.C. § 6901 et seq., as amended from time to time; and any similar federal, state and local laws and ordinances and the regulations and rules implementing such statutes, laws and ordinances. This Section shall survive Closing and delivery of the Deed.

SECTION 8 DUE DILIGENCE.

8.1

Sellers’ Due Diligence Materials. Buyer acknowledges that prior to the Effective Date, Sellers made available (either at a physical location or via electronic data room) or delivered to Buyer, as and if available, a copy of the information set forth on Schedule 8.1to facilitate Buyer’s due diligence review of the Properties (the “Due Diligence Material”). Sellers, however, shall have no liability with regard to such Due Diligence Material and shall not be required to update the Due Diligence Material or provide any such Due Diligence Material that is not in Sellers’ custody or control. Further, Sellers make no representation or warranty regarding the accuracy of the information contained in the Due Diligence Material, and Sellers shall have no obligation or liability with respect to any of the Due Diligence Material. Any costs associated with the Due Diligence Material beyond the first copy provided to Buyer shall be at Buyer’s expense. Buyer acknowledges and agrees that all materials, data and information delivered by Sellers to Buyer in connection with the transaction contemplated hereby are provided to Buyer as a convenience only and that any reliance on or use of such materials, data or information by Buyer shall be at the sole risk of Buyer, except as otherwise expressly stated herein.

8.2

Inspections and Reports; Review of Commitment and Survey.

During the period commencing on the Effective Date and expiring at 11:59 PM (Eastern Time) on September 22, 2025 (as extended, the “Due Diligence Period”), Sellers shall permit Buyer and Buyer’s representatives to enter the Properties at any time for the purpose of conducting inspections and investigations reasonably required by Buyer in order to determine the suitability of the Properties for Buyer’s purposes (collectively, the “Inspections”). The parties acknowledge and agree that as of the Effective Date, Buyer’s Inspections relating to the environmental condition of the Properties remains on-going, and in connection therewith, Buyer shall have the ability to complete all environmental investigations, reviews or testing as deemed necessary or appropriate by Buyer in its sole discretion.

During the Due Diligence Period, pursuant to Section 3.2 herein, Buyer shall also review the status of title to the Properties as set forth in the Commitments and all matters relating to the Surveys. Buyer shall promptly repair any damage to the Properties attributable to the conduct of the Inspections, and shall promptly return the Properties to substantially the same condition as existed prior to the conduct thereof. No Inspections shall be conducted without Sellers’ approval as to the time and manner thereof, which approval shall not be unreasonably withheld, conditioned or delayed. At Sellers’ request, any such Inspection shall be performed in the presence of a representative of a Seller. Any such Inspection shall be subject to any limitation under the Leases and shall be performed in a manner which does not interfere with the use, operation, or enjoyment of the Properties, including, but not limited to, the rights of any tenant on the Properties. Except in the event that a Seller is in default under this Agreement, Buyer shall cause copies of all information and written materials obtained or generated by third parties in connection with the conduct of all Inspections, including any tests and environmental studies conducted of a Property (“Reports”), to be delivered to Sellers upon issuance thereof without cost to Sellers. Notwithstanding the foregoing, Buyer shall not under any circumstance prior to Closing engage a Licensed Site Remediation Professional (“LSRP”), as that term is defined in the New Jersey Site Remediation Reform Act, to inspect the East Hanover Property. Buyer shall indemnify, defend and hold East Hanover Seller harmless from and against any and all costs, expenses, damages, liabilities and actions, including reasonable attorney’s fees, which East Hanover Seller may incur as a result of Buyer utilizing the services of an LSRP in connection with the East Hanover Property, which indemnity obligation shall survive Closing or any termination to this Agreement.

Buyer, in its sole discretion, for any reason or no reason, may terminate this Agreement by written notice given to Sellers prior to the expiration of the Due Diligence Period, in which event Buyer shall receive a refund of the Earnest Deposit and none of the parties hereto shall have any further rights or obligations hereunder except for obligations that specifically survive the termination of this Agreement. If Buyer does not timely deliver a written termination notice to Sellers prior to the expiration of the Due Diligence Period, Buyer shall be deemed to have elected to proceed with the purchase of the Properties. In addition, the Earnest Deposit shall become nonrefundable to Buyer, but shall remain applicable to the Purchase Price at Closing.

Buyer hereby agrees to indemnify, defend and hold harmless Sellers from and against any losses, liabilities, damages, costs or expenses incurred by Sellers as a result of Buyer’s exercise of the right of inspection granted under this Section; provided, however, Buyer shall not be liable for the mere discovery of any pre-existing conditions at a Property that is not exacerbated by Buyer or Buyer’s agents (and then only to the extent of such exacerbation). Buyer acknowledges and agrees that any such Inspections conducted by Buyer or Buyer’s agents and representatives shall be solely at the risk of Buyer. Buyer shall carry commercial general liability insurance covering all activities conducted by Buyer, its agents, contractors and engineers on the Properties. Such insurance shall have limits of not less than One Million Dollars ($1,000,000.00) for personal injury to or death of any one person, Two Million Dollars ($2,000,000.00) for personal injury to or death of any number of persons in any one accident and One Million Dollars ($1,000,000.00) for property damage and shall name Sellers, SITE Centers Corp.

and any other affiliates specifically identified by Sellers to Buyer as additional insureds. Insurance carried by Buyer shall be primary and non-contributory to any insurance carried by Sellers. Prior to any entry onto the Properties by Buyer or its agents or representatives, and as a condition to Buyer’s right to enter onto the Properties, Buyer shall provide proof of such insurance to Sellers. All of the obligations of Buyer under this Section shall survive Closing or the termination of this Agreement.

8.3

Confidentiality. Buyer agrees that it shall treat all Due Diligence Material and Reports as confidential materials until Closing and shall not disclose any portion thereof except: (i) to the extent necessary in connection with its evaluation of the Properties; (ii) to the extent required by law; (iii) to Buyer’s mortgage lender(s) or investors, if any, involved in the transaction contemplated by this Agreement; or (iv) with the express written consent of Sellers. If this Agreement terminates in accordance with the terms hereof, Buyer shall promptly return to Sellers or destroy all Due Diligence Material it received and shall not retain any copies of the Due Diligence Material. Notwithstanding any provision in this Agreement to the contrary, Buyer shall not contact (or cause to be contacted) any governmental authority regarding Buyer’s discovery of any Hazardous Substances (as hereinafter defined) on or any environmental conditions at a Property without the applicable Seller’s prior written consent thereto, except as required by applicable law. Buyer shall endeavor to notify Sellers prior to making such any such disclosure so that the applicable Seller may have an opportunity to seek relief, including, without limitation injunctive relief, to prevent or limit such disclosure. For the purposes of this Agreement, the term “Hazardous Substances” shall have the same definition as is set forth in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. Sections 9601 et seq. (the “Superfund Act”); provided, however, that the definition of the term “Hazardous Substances” shall also include (if not included within the definition contained in the Superfund Act) petroleum and related byproducts, hydrocarbons, radon, asbestos, urea formaldehyde and polychlorinated biphenyl compounds. All of the obligations of Buyer under this Section shall survive the termination of this Agreement.

SECTION 9 REPRESENTATIONS AND WARRANTIES.

9.1

By Sellers. Each Seller represents and warrants to Buyer, severally with respect to itself and its Property, as of August 1, 2025 (unless otherwise specified below), all of which representations and warranties shall be deemed to have been remade by each Seller to Buyer as of the Closing Date, as follows that:

(i) Southmont Seller is a limited liability company duly organized and validly existing under the laws of the State of Delaware; (ii) East Hanover Seller is a limited liability company duly organized and validly existing under the laws of the State of Delaware; and (iii) Stow Seller is a limited liability company duly organized and validly existing under the laws of the State of Ohio.

Such Seller has the capacity and authority to execute this Agreement and perform the obligations of such Seller under this Agreement. All action necessary to authorize the execution, delivery and performance of this Agreement by such Seller has been taken, and such action has not been rescinded or modified. Upon the execution of this Agreement, this Agreement shall be legally binding upon such Seller.

The person signing this Agreement on behalf of such Seller has been duly authorized to sign and deliver this Agreement on behalf of such Seller.

The execution and delivery of this Agreement and performance by such Seller shall not conflict with or result in a violation of, or breach of, or constitute a default under, any law or administrative regulation or any of the terms, conditions or provisions of any judgment, decree, loan agreement, bond, note, resolution, indenture, mortgage, deed of trust or other agreement or instrument to which it is a party and which affects its Property.

Such Seller is not a “foreign person” within the meaning of Section 1445 of the Internal Revenue Code.

Except as set forth on Schedule 9.1(e), such Seller has not received written notice of any legal actions, suits or similar proceedings pending and served against its Property, nor, to the actual knowledge of such Seller, has any legal action, suit or similar proceeding been threatened in writing against its Property which in any case, has not been cured, dismissed, settled or otherwise resolved. Seller represents and warrants that the ongoing or pending claims set forth on Schedule 9.1(e) arising from alleged slip and fall incidents or other injury/loss occurring prior to the Closing Date (collectively, “Slip and Fall Cases”) are, and will remain, fully covered under such Seller’s existing liability insurance policies. Seller will maintain such insurance coverage in full force and effect for all Slip and Fall Cases and will not take any action that would impair such coverage. Seller will remain solely responsible for all liabilities, costs, and expenses relating to any Slip and Fall Cases arising from incidents occurring prior to the Closing Date, and Buyer will have no responsibility or liability for such matter.

Except as set forth on Schedule 9.1(f), such Seller has not received written notice of any pending actions, nor to such Seller’s actual knowledge are there any threatened actions in writing, by any governmental authority having the power of condemnation or eminent domain which might result in all or any material portion of its Property or any interest therein being taken by eminent domain, condemnation or conveyed in lieu thereof, which in any case, has not been cured, dismissed, settled or otherwise resolved.

To the actual knowledge of such Seller, except for the NOV with respect to the Stow Property, such Seller has received no written notice from any governmental authority alleging that its Property is in material violation of applicable laws, ordinances or regulations which has not been cured, dismissed, settled or otherwise resolved.

The Leases set forth on Exhibit “C”attached hereto are the only leases in effect with respect to the Properties or any portion thereof as of August 1, 2025. The copies of Leases made available to Buyer with the Due Diligence Materials are true, correct and complete copies of all such Leases as known to such Seller and as otherwise exist in Sellers’ files as of August 1, 2025. Except as set forth on Schedule 9.1(h) attached hereto, such Seller has received no written notice from any of the tenants under the Leases alleging a default by such Seller, as landlord, under the Leases, which in any case, has not been cured, dismissed, settled or otherwise resolved, and such Seller, as landlord, has not delivered a written notice of default to any of the tenants under the Leases alleging a default by such tenant, which in any case, has not been cured, dismissed, settled or otherwise resolved.

To the actual knowledge of such Seller, and except as disclosed in any environmental assessment or other environmental report or documentation included as part of the Due Diligence Material, including, without limitation, the NOV, the Stow Environmental Conditions, the Initial Stow Design Services Agreement and the Initial Stow Contract, such Seller has received no written notice that its Property is in material violation of any Environmental Laws which has not been cured, dismissed, settled or otherwise resolved.

Such Seller has not executed or entered into or is otherwise bound by any other agreement to purchase, sell, option, lease or otherwise dispose of or alienate all or any portion of its Property other than this Agreement, and the Cross Access Amendment, the Leases and the Permitted Exceptions which remain binding upon such Seller or its Property.

Except for the Southmont Association, to Southmont Seller’s knowledge, Southmont Seller is not a member or otherwise subject to any association of co-owners with respect to the Southmont Property or any property adjacent thereto.

Seller has not given or received any written notice of default under the Target REA, the Cross Access Amendment, or the Southmont Declaration, which remains uncured.

Except as expressly provided in the Leases, none of the tenants under the Leases have a right of first refusal to purchase its Property or any part thereof.

Such Seller has completed common area maintenance/operating expense reconciliation determinations for the calendar year 2024 and each prior year and has billed all tenants.

The Initial Stow Design Services Agreement is in full force and effect and to Stow Seller’s actual knowledge, there exists no uncured default by Stow Seller thereunder. The Initial Stow Contract is in full force and effect and to Stow Seller’s actual knowledge, there exists no uncured default by Stow Seller thereunder.

To Stow Seller’s actual knowledge, all permits required for construction under the Initial Stow Design Services Agreement and the Initial Stow Contract have been issued and paid for and are in full force and effect, and all bonds and escrows required by any governmental authority in connection therewith have been posted.

Reserved.

Except as identified on Schedule 9.1(o), such Seller has not initiated any tax appeal with respect to its Property that is unresolved, and, to such Seller’s actual knowledge, such Seller has not received any written notice from any governmental authority imposing any new or additional assessments against its Property other than those set forth on the most recent tax duplicate for such Property.

Such Seller is not (and will not become), and, to such Seller’s knowledge, none of such Seller’s owners, officers, directors, or employees (if any) acting on such Seller’s behalf in relation to this Agreement are (or will become), a person or entity with whom U.S. persons are restricted from doing business with under (i) U.S. sanctions laws and regulations, including, without limitation, the regulations promulgated and enforced by the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury (including, without limitation, those persons or entities named on OFAC's Specially Designated Nationals and Blocked Persons list) or (ii) under any other statute, regulation, rule, or executive order (including the September 24, 2001 Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism), the USA Patriot Act (as hereinafter defined), or other governmental action. Notwithstanding the foregoing, the representations made in this subsection regarding such “Seller’s owners” shall not apply to any shareholder of any publicly traded company that directly or indirectly owns such Seller.

To the actual knowledge of each Seller, each Seller has delivered to Buyer copies of all Environmental Materials (as hereinafter defined) relating to each respective Property that are saved electronically on Seller’s Enterprise Content Management (aka “ECM”) database system. “Environmental Materials” means third-party Phase I and Phase II environmental reports and notices of violation, warning letters, requests for information and notices of non-compliance from any governmental or quasi-governmental agency relating to the environmental condition of each respective Property.

If a Seller discovers that any of the representations or warranties of such Seller in Section 9.1 is inaccurate or incomplete as a result of a change of fact or circumstances (and not as a result of a representation or warranty otherwise being inaccurate in any material respect as of August 1, 2025 or a representation or warranty becoming inaccurate in any material respect after August 1, 2025 and prior to Closing due to a breach or default by such Seller under this Agreement for which Buyer shall have the remedies afforded to Buyer under Section 10.1 of this Agreement) (a “Changed Circumstance”), then such Seller shall promptly deliver written notice to Buyer of such (each a “Change Notice”). Upon a Seller’s delivery to Buyer of any Change Notice, the representation and warranty described in such Change Notice shall be deemed updated and/or revised as described in the Change Notice, and such Seller shall have no liability to Buyer therefor; provided, however, Buyer shall have five (5) business days to terminate this Agreement upon receipt of the Change Notice, and if Buyer elects to terminate this Agreement on account of the Changed Circumstances, the Earnest Deposit shall be promptly returned to Buyer and thereafter no party hereto shall have any further liability to any other party, except for those obligations which expressly survive the termination of this Agreement which shall be Buyer’s exclusive remedy for the occurrence of a Changed Circumstance.

Buyer may bring an action or proceeding alleging the untruth, inaccuracy or breach of any such warranties, representations and agreements that expressly survive Closing as provided for herein within the Survival Period, and the warranties, representations and agreements at issue shall survive until full and final determination of the action or proceeding. However, if Buyer proceeds to Closing with actual knowledge, or knowledge Buyer should reasonably have deemed to possess pursuant to its Inspections of the Properties, of any such untruth, inaccuracy or breach of any warranty, representation or agreement, Buyer is deemed to have waived any claims with respect to each such warranty, representation or agreement.

Buyer shall be deemed to have actual knowledge of all matters arising and/or disclosed in any Tenant Estoppels delivered to Buyer at or prior to Closing, and Buyer shall not have a right to bring a claim or action against such Seller during the Survival Period on account of any matter disclosed in any Tenant Estoppel delivered to Buyer prior to Closing. Subject to the limitations in this paragraph, following Closing, the applicable Seller shall be liable to Buyer for any damages arising out of any untruth, inaccuracy or breach of any surviving warranty, representation or agreement hereunder, provided, however, that: (i) the valid claims for all such breaches hereunder aggregate to more than (a) One Hundred Thousand and 00/100 Dollars ($100,000.00) as to Southmont Seller, (b) Fifty Thousand and 00/100 Dollars ($50,000.00) as to the East Hanover Seller and (c) One Hundred Thousand and 00/100 Dollars ($100,000.00) as to Stow Seller (as to each, the “Floor”), and once the Floor has been reached, recovery under this Section shall be made from the first dollar of loss without regard to the Floor; (ii) written notice containing a description of the specific nature of such breach shall have been given by Buyer to the applicable Seller after the Closing Date and prior to the expiration of the Survival Period; and (iii) in no event shall the applicable Sellers’ aggregate liability to Buyer for all breaches of surviving warranties, representations and agreements hereunder exceed the amount of (x) Nine Hundred Forty Thousand and 00/100 Dollars ($945,000.00) as to Southmont Seller, (y) Four Hundred Eighty Thousand and 00/100 Dollars ($480,000.00) as to East Hanover Seller and (z) One Million One Hundred Thousand and 00/100 Dollars ($1,100,000.00) as to Stow Seller (as to each, the “Cap”). The warranties, representations and agreements of each Seller as set forth in this Section 9.1 shall survive Closing and delivery of the respective Deed to Buyer for a period of two hundred seventy (270) days (the “Survival Period”) after the Closing Date.

As used in this Agreement, any and all references to “such Seller’s knowledge,” “such Seller’s actual knowledge” or phrases of similar import shall mean the conscious awareness of facts or other relevant information, without investigation or inquiry, of Bryan Gardell, Senior Transactions Director, who is most likely to have knowledge with respect to the statements set forth in this Section 9.1. The indemnification obligations of each Seller pursuant to Section 5.7 and Section 11 of this Agreement shall not be subject to the Floor, Cap or Survival Period.

9.2

By Buyer. Buyer represents and warrants to Sellers as of the Effective Date that:

Buyer is duly created and validly existing pursuant to the laws of the jurisdiction of its organization and is duly qualified to do business in the jurisdiction in which each Property is situated if and to the extent that such qualification is required.

Buyer has the capacity and authority to execute this Agreement and perform the obligations of Buyer under this Agreement. All action necessary to authorize the execution, delivery and performance of this Agreement by Buyer has been taken, and such action has not been rescinded or modified. Upon the execution of this Agreement, this Agreement shall be legally binding upon Buyer. The person signing this Agreement on behalf of Buyer has been duly authorized to sign and deliver this Agreement on behalf of Buyer.

Buyer is not subject to any judgment or decree of a court of competent jurisdiction or governmental agency that would limit or restrict Buyer’s right to enter into and carry out this Agreement.

Neither the execution of this Agreement nor the consummation of the transactions contemplated herein by Buyer shall constitute a breach under any contract or agreement to which Buyer is a party or by which Buyer is bound or affected.

No consent or approval of any third party (including, without limitation any governmental authority) is or was required in connection with Buyer’s execution and delivery of this Agreement or its consummation of the transaction contemplated herein.

None of the funds to be used for payment by Buyer of the Purchase Price shall be subject to 18 U.S.C. §§ 1956-1957 (Laundering of Money Instruments), 18 U.S.C. §§ 981-986 (Federal Asset Forfeiture), 18 U.S.C. §§ 881 (Drug Property Seizure), Executive Order Number 13224 on Terrorism Financing, effective September 24, 2001, or the United and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, H.R. 3162, Public Law 107-56 (the “USA Patriot Act”).

Buyer is not (and will not become), and, to Buyer’s knowledge, none of Buyer’s owners, officers, directors, or employees (if any) acting on Buyer’s behalf in relation to this Agreement are (or will become) a person or entity with whom U.S. persons are restricted from doing business or otherwise dealing with under (i) U.S. sanctions laws and regulations, including, without limitation, the regulations of promulgated and enforced by the OFAC of the U.S. Department of the Treasury (including, without limitation, those persons or entities named on OFAC’s Specially Designated Nationals and Blocked Persons list) or (ii) under any other statute, regulation, rule, or executive order (including the September 24, 2001 Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism), the USA Patriot Act, or other governmental action. Notwithstanding the foregoing, the representations made in this subsection regarding “Buyer’s owners” shall not apply to any shareholder of any publicly traded company that directly or indirectly owns Buyer.

Buyer shall fully disclose to Sellers, immediately upon Buyer’s becoming aware of its occurrence, any change in facts or circumstances of which Buyer becomes aware prior to the Closing that may affect the representations and warranties set forth above. In the event that any representation or warranty by Buyer is not accurate as of the Closing, Sellers, as their sole and exclusive remedy, shall have the right to terminate this Agreement, in which event the Earnest Deposit shall be delivered and paid to Sellers by the Escrow Agent and neither party hereto shall have any further obligations hereunder except for such obligations and indemnities which expressly survive the termination of this Agreement, and Sellers expressly waive the right to sue Buyer for damages.

SECTION 10 DEFAULT.

10.1

Seller Default.

Notwithstanding any provision in this Agreement to the contrary, if the Closing does not occur by reason of a material default or breach by a Seller hereunder which continues until the expiration of two (2) days after written notice from Buyer, then Buyer shall have the right, as its sole and exclusive remedy, to either: (i) terminate this Agreement, in which event Buyer shall receive the Earnest Deposit, plus all actual and documented out-of-pocket expenses in connection with Buyer’s due diligence activities, title and survey costs, financing deposits, fees and costs and attorneys’ fees and expenses incurred by Buyer in connection with the transactions contemplated by this Agreement up to an amount not to exceed One Hundred Fifty Thousand and 00/100 Dollars ($150,000), and thereafter none of the parties hereto shall have any further rights or obligations hereunder except for obligations that specifically survive the termination; or (ii) pursue specific performance of this Agreement, provided that such action must be commenced within sixty (60) days following receipt by the applicable Seller of the default notice from Buyer under this Section 10.1 No other remedy or relief shall be available to Buyer on account of such default or breach, and Buyer hereby waives any and all other remedies, including the right to sue Sellers for damages. The limitation of damages set forth herein shall not apply to any indemnities, covenants or obligations of a Seller which expressly survive either the termination of this Agreement or Closing, for which Buyer shall be entitled to all rights and remedies available at law or in equity subject to Floor and the Cap as provided in Section 9.1 of this Agreement. Notwithstanding anything herein to the contrary, in the event that specific performance is not a legally available remedy to Buyer as a result of a willful breach by a Seller under this Agreement, then Buyer shall be entitled to exercise any and all rights and remedies available at law or in equity.

10.2

Buyer Default. Notwithstanding any provisions of this Agreement to the contrary, if Buyer materially breaches or defaults under this Agreement, or if Buyer otherwise fails to timely close this transaction for reasons other than a Seller’s default or the failure of any of the express conditions to Buyer’s performance, and if such material breach, default and/or failure by Buyer continues until expiration of two (2) days after written notice from Sellers, then this Agreement shall terminate, and the Earnest Deposit shall be delivered to Sellers as agreed-upon liquidated damages as Sellers’ sole remedy. Sellers and Buyer acknowledge that: (i) it would be impossible to accurately determine Sellers’ damages in the event of Buyer’s default; (ii) the Earnest Deposit is fair and equitable; and (iii) Sellers expressly waive the right to exercise any and all other rights available at law or in equity. The limitation of damages set forth herein shall not apply to any indemnities, covenants or obligations of Buyer which expressly survive either the termination of this Agreement or Closing, for which Sellers shall be entitled to all rights and remedies available at law or in equity.

SECTION 11 BROKERS. Buyer and Sellers each represent and warrant that they have not been represented by any broker in connection with the sale of the Properties other than James Galbally @ JLL as to the Southmont Property, Jose Cruz @ JLL as to the East Hanover Property and Michael Nieder @ JLL as to the Stow Property (collectively, the “Broker”), and no commissions or fees are due to any other broker or finder by reason of either party’s actions in this matter. Sellers shall pay Broker pursuant to a separate commission agreement.

Buyer and Sellers shall each be responsible for all liability, if any, for any broker or finder fees payable with respect to the sale of the Properties that are attributable to its actions. Sellers and Buyer shall and do each hereby indemnify, defend and hold harmless the other from and against the claims, demands, actions and judgments of any and all brokers, agents and other persons or entities alleging a commission, fee or other payment to be owing by reason of their respective dealings, negotiations or communications in connection with this Agreement or the purchase and sale of the Properties. The indemnity obligations in this Section shall survive the termination of this Agreement or the Closing.

SECTION 12 EMINENT DOMAIN. In the event of the taking of any portion of a Property by eminent domain for any public or quasi-public use, or if notice of intent of a taking or a sale in lieu of taking is received by a Seller or Buyer, at or prior to the Closing, the applicable Seller shall notify Buyer promptly of such event and if the taking or intent to take is material (as defined below), Buyer shall have the right, to be exercised within fifteen (15) days after notice of such taking by written notice to Sellers, to terminate this Agreement, in which event Buyer shall receive the Earnest Deposit and neither of the parties hereto shall have any further rights or obligations hereunder except for obligations that specifically survive the termination. In the event this Agreement is not terminated, Buyer shall consummate this transaction on the Closing Date (with no reductions in the Purchase Price), and Buyer shall be entitled to participate in any such condemnation or eminent domain proceedings and to receive all of the proceeds attributable to any portion of such Property to be conveyed to Buyer. For clarity, Buyer and Sellers acknowledge and agree that in the event Sellers deliver notice to Buyer in accordance with the foregoing Section 12, in no event shall such notice of any new taking or intent of taking by eminent domain for any public or quasi-public use constitute a breach by a Seller of Section 9.1(f) above, and Sellers shall have no liability to Buyer therefor; provided, however, Buyer shall retain its rights under this Section 12. For the purposes of this Section, a taking shall be deemed material if it (i) restricts access to a Property in any material respect, or (ii) affects ten percent (10%) or more of the building(s) comprising a part of a Property, or (iii) reduces the parking available to a Property that makes the parking non-compliant with any Lease or applicable law or regulation applicable to such Property, or (iv) if any tenant leasing 10,000 square feet or greater has terminated or has the right to terminate its Lease by reason of such event, and such right is not unconditionally waived in writing by such tenants.

SECTION 13 CASUALTY. If prior to the Closing Date, any portion of a Property is destroyed by fire or other casualty, the affected Seller shall promptly notify Buyer in writing of such fact (which writing shall detail the amount of insurance recoverable) and if the fire or other casualty is material, Buyer shall have the option to terminate this Agreement upon written notice to Sellers given within fifteen (15) days after Buyer’s receipt of such Seller’s written notice aforesaid. Upon such termination, the Escrow Agent shall return the Earnest Deposit to Buyer, this Agreement shall terminate and no party shall have any further obligation or liability to the any other. In the event Buyer does not so elect to terminate this Agreement as aforesaid, or the fire or other casualty is not material, the affected Seller shall assign to Buyer any insurance claims, upon the written consent of the applicable insurer, and the amount of any deductible shall be subtracted from the Purchase Price and Buyer shall acquire the Property pursuant to this Agreement without any other reduction in the Purchase Price. In the event the applicable insurer shall not consent to the assignments of any insurance claim to Buyer, the affected Seller shall pursue the applicable insurance claim on behalf of Buyer (and Buyer shall assist such Seller as reasonably requested by such Seller) and shall turn over insurance proceeds from such claim to Buyer, less any actual expenses of such Seller’s pursuit of such insurance claim, upon such Seller’s receipt of same.

For purposes of this Section 13 “material” shall be deemed to be any uninsured damage or destruction to a Property or any Personal Property (except that a casualty shall not be deemed uninsured solely because all, or a portion of, the cost of the Casualty is subject to a deductible), or any insured damage or destruction (i) where there is damage to or destruction of ten percent (10%) or more of the building(s) comprising a part of a Property, (ii) where the repair or replacement is estimated, by a general contractor selected by the affected Seller and reasonably approved by Buyer, to require more than two hundred seventy (270) days to repair, or (iii) if Dick’s Sporting Goods, Best Buy, or Ross at the Southmont Property, Homesense or HomeGoods at the East Hanover Property, or Giant Eagle, Kohls, or Hobby Lobby at the Stow Property has terminated or has the right to terminate its Lease by reason of such event and such termination right is not unconditionally waived in writing by such tenants.

SECTION 14 SERVICE CONTRACTS. Sellers shall cause any and all service contracts, leasing agreements, brokerage agreements, management agreements, or other similar agreements binding on Sellers and/or the Properties to be terminated on or before the Closing Date. Sellers shall be solely responsible for the payment of any and all costs and expenses associated with terminations, and shall cause the same to be paid on or before the Closing Date.

SECTION 15 RESERVED.

SECTION 16 MISCELLANEOUS.

16.1

Governing Law. This Agreement shall be governed by the laws of the State of Ohio, without regard to rules regarding conflicts of laws.

16.2

Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document. Any counterpart hereof may be executed and delivered by email or other electronic transmission, which shall have the same force and effect as an original.

16.3

Entire Agreement. This Agreement, together with the attached exhibit(s), contains all of the terms and conditions of the agreement between the parties hereto, and any and all prior and contemporaneous oral and written agreements are merged herein.

16.4

Modifications and Waivers. This Agreement cannot be changed nor can any provision of this Agreement, or any right or remedy of any party, be waived orally. Changes and waivers can only be made in writing, and the change or waiver must be signed by the party against whom the change or waiver is sought to be enforced. Any waiver of any provision of this Agreement, or any right or remedy, given on any one or more occasions shall not be deemed a waiver with respect to any other occasion.

16.5

Parties Bound. This Agreement shall be binding upon and inure to the benefit of the heirs, executors, successors, and assigns of the parties hereto.

16.6

Assignment. Buyer may not assign its rights and obligations under this Agreement without Sellers’ prior written consent; provided, however, at and concurrently with Closing hereunder, Buyer may assign its rights and obligations under this Agreement without the consent of Sellers, provided and on the condition that: (i) Buyer shall have given Sellers written notice of the assignment and the identity of the assignee no later than ten (10) business days prior to Closing; (ii) Buyer or a principal of Buyer shall directly or indirectly control the day to day management of the assignee or otherwise hold a controlling interest, directly or indirectly, in the assignee; and (iii) such assignee shall have assumed Buyer’s obligations hereunder by a written instrument of assumption in form and substance reasonably satisfactory to Sellers. Notwithstanding any such assignment, Buyer shall nevertheless remain liable for all of Buyer’s obligations hereunder. Notwithstanding anything to the contrary contained herein, if Buyer fails to provide the name of the assignee prior to Sellers’ distribution of Tenant Estoppels to tenants under the Leases, Buyer shall not have the right to object to any Tenant Estoppel for failure to reference the specific assignee’s name. Furthermore, notwithstanding anything to the contrary contained herein, Buyer shall be solely responsible for paying any and all transfer taxes that may arise as a result of any assignment made by Buyer under this Section 16.6.

16.7

Notices. All notices, requests and other communications under this Agreement shall be in writing and shall be deemed given when made by personal delivery, sent next business day by delivery by a nationally recognized overnight courier, addressed as follows, or e-mail followed by another permitted means of delivery. Notice shall be deemed given on the date on which the notice is received by a party in the case of personal delivery or e-mail, or on the next business day immediately following receipt by the courier, in the case of an overnight courier:

If to Seller: BRE DDR IVA SOUTHMONT PA LLC

DDR SOUTHEAST HANOVER, L.L.C.

DDR OHIO OPPORTUNITY II LLC

c/o SITE Centers Corp.

3300 Enterprise Parkway

Beachwood, Ohio 44122

Attn: Bryan Gardell

E-mail: bgardell@sitecenters.com

With a copy to: BRE DDR IVA SOUTHMONT PA LLC And with a copy to: Vorys, Sater, Seymour and Pease LLP

DDR SOUTHEAST HANOVER, L.L.C.

DDR OHIO OPPORTUNITY II LLC

c/o SITE Centers Corp.

3300 Enterprise Parkway

Beachwood, Ohio 44122

Attn: Michael S. Owendoff

E-mail: mowendoff@curbline.com

200 Public Square, Suite 1400

Cleveland, Ohio 44114

Attn: Nicholas R. House

E-mail: nrhouse@vorys.com

If to Buyer: c/o Haverford Retail, Inc.

40 Morris Avenue, Suite 150

Bryn Mawr, PA 19010

Attn: Mr. Joe Staugaard

E-mail: jrs@haverfordretail.com

With a copy to: KLEINBARD LLC

Three Logan Square

1717 Arch Street, 5th Floor

Philadelphia, PA 19103

Attn: Kelly Anne Donohoe, Esquire

Email: kdonohoe@kleinbard.com

16.8

Section Headings. The captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement.

16.9

Severability. If one or more of the provisions of this Agreement or the application thereof shall be invoked, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions or any other application thereof shall in no way be affected or impaired.

16.10

Time of the Essence. The parties agree that time is of the essence and that the failure of a party hereto to perform any act on or before the date specified herein for performance thereof shall be deemed cause for the termination hereof by the other party, without prejudice to other remedies available for default hereunder.

16.11

Confidentiality; Public Disclosure.

Except as permitted in Section 16.11(b), without the prior written consent of the other parties, (i) no party shall disclose to any person, other than their legal counsel or a proposed lender, either the fact that this Agreement has been entered into or any of the terms, conditions or other facts with respect thereto, including the status thereof; provided, that either party hereto may make such disclosure if compelled by court order or to comply with the requirements of any law, governmental order or regulation (including, without limitation, any rule or regulation promulgated by the U.S. Securities and Exchange Commission); and (ii) neither party shall make any public disclosure or issue any press release pertaining to the existence of this Agreement, or to the proposed acquisition or sale of the Properties, except as required by law (including, without limitation, any rule or regulation promulgated by the U.S. Securities and Exchange Commission).

On or after the Closing Date, Buyer and Sellers may each issue a press release with respect to this Agreement and the matters contemplated hereby without the consent of the others. In connection with the foregoing, the issuing party shall endeavor to provide an advance written copy of such press release to the other parties.

16.12

Further Action. The parties hereto shall at any time, and from time to time on and after the Closing Date, upon the request of either, do, execute, acknowledge and deliver all such further acts, deeds, assignments and other instruments as may be reasonably required for the consummation of this transaction.

16.13

Construction. This Agreement shall not be construed more strictly against one party than against the other merely by virtue of the fact that it may have been prepared by counsel for one of the parties hereto, it being recognized that both Sellers and Buyer have contributed substantially and materially to the preparation of this Agreement.

16.14

No Recording. Neither this Agreement nor any memorandum or short form thereof may be recorded by Buyer.

16.15

Third Party Beneficiary. The provisions of this Agreement are not intended to benefit any parties other than Sellers and Buyer.

16.16

1031 Exchange. If so requested by either party, the other party shall cooperate in structuring and completing this transaction for the requesting party so as to effect a like kind exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended. In particular, such other party shall consent to the assignment by the requesting party prior to the Closing hereunder of its rights hereunder to a “qualified intermediary” or other third party for such purposes. The foregoing notwithstanding, in connection with any such exchange, neither party shall have any obligation to acquire title to any real property nor to enter into any contract: (i) that may create or impose upon such party any non-monetary obligation or negative covenant; (ii) that does not provide that the sole and exclusive remedy of any seller for a breach shall be to retain as liquidated damages the deposit paid to said seller; or (iii) that requires such party to execute any mortgage, deed of trust or similar financing instrument. It is further agreed that: (1) neither party shall assume any responsibility for the tax consequences to any other party arising out of any exchange effected pursuant to this Section; (2) the requesting party shall reimburse the other party for all additional costs and expenses (including reasonable attorney’s fees) incurred by such other party in connection with any such exchange; and (3) the requesting party shall indemnify and hold the other party harmless from and against any and all loss, cost, damage, expense or other liability (including reasonable attorneys’ fees) that such other party may incur or suffer in the performance of its obligations under this Section.

16.17

Business Day. As used herein, a business day shall mean any day other than Saturday, Sunday or other day that commercial banks in the State of Delaware are authorized or required to close under applicable law.

In the event that the expiration of any time period hereunder shall expire on a non-business day, then such time period shall be extended until the close of business on the next following business day.

16.18

New Jersey Bulk Sales Act. The parties acknowledge that the provisions of the New Jersey Sales and Use Tax Act, N.J.S.A. 54:32B-1 et seq. and N.J.S.A. 54:50-38 (collectively, “Bulk Sales Act”), are applicable to the purchase and sale of the East Hanover Property by Buyer from East Hanover Seller. Buyer shall, in cooperation with the East Hanover Seller, submit the required Notification of Sale, Transfer or Assignment in Bulk (form C-9600) (“Bulk Sales Notice”) and all required attachments to the New Jersey Department of the Treasury, Division of Taxation, Bulk Sales Section (“Bulk Sales Section”) not later than two (2) business days after the expiration of the Due Diligence Period. East Hanover Seller shall promptly provide all information required to complete all forms submitted with the Bulk Sales Notice. Such filing shall be made by overnight delivery to the address specified by the Bulk Sales Section for such filing by overnight delivery. Seller shall cooperate with the Buyer in connection with such submission by supplying any other information reasonably necessary for Buyer to file the Bulk Sales Notice. In the event that the Bulk Sales Section requires that a portion of the Purchase Price allocated to the East Hanover Property be held in escrow to secure potential tax liabilities of East Hanover Seller under the Bulk Sales Act, (a) East Hanover Seller authorizes Buyer to comply with such requirement and (b) the Escrow Agent shall hold such amount in escrow disburse same upon receipt of authorizations, and in accordance with directions, from the Bulk Sales Section, and the balance of the escrow, if any after such disbursement(s), shall be promptly paid to East Hanover Seller. The provisions of this Section 16.18 shall survive Closing.

[Signatures Appear on Following Pages]

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

SELLERS:

BRE DDR IVA SOUTHMONT PA LLC,

a Delaware limited liability,

By: /s/ Michael S. Owendoff__________________

Michael S. Owendoff, Deputy General Counsel

Date: September 15, 2025

DDR SOUTHEAST EAST HANOVER, L.L.C.,

a Delaware limited liability company

(formerly known as Inland Southeast East Hanover, L.L.C.),

By: /s/ Michael S. Owendoff__________________

Michael S. Owendoff, Deputy General Counsel

Date: September 15, 2025

DDR OHIO OPPORTUNITY II LLC,

an Ohio limited liability company

By: /s/ Michael S. Owendoff__________________

Michael S. Owendoff, Deputy General Counsel

Date: September 15, 2025

BUYER:

HRP STOW, LLC,

a Delaware limited liability company

By: /s/ Joseph R. Staugaard, III

Name: Joseph R. Staugaard, III

Title: Authorized Signatory

Date:_ September 15, 2025

BRAMBLEWOOD STOW LLC,

a Delaware limited liability company

By: Haverford Retail LLC,

a Delaware limited liability company

its Manager

By: /s/ Joseph R. Staugaard, III

Name: Joseph R. Staugaard, III

Title: Authorized Signatory

Date: September 15, 2025

CONCORD STOW LLC,

a Delaware limited liability company

By: Haverford Retail LLC,

a Delaware limited liability company

its Manager

By: /s/ Joseph R. Staugaard, III

Name: Joseph R. Staugaard, III

Title: Authorized Signatory

Date: September 15, 2025

HRP SOUTHMONT, LLC,

a Delaware limited liability company

By: /s/ Joseph R. Staugaard, III

Name: Joseph R. Staugaard, III

Title: Authorized Signatory

Date: September 15, 2025

BRAMBLEWOOD 89 LLC,

a Delaware limited liability company

By: Haverford Retail LLC,

a Delaware limited liability company

its Manager

By: /s/ Joseph R. Staugaard, III

Name: Joseph R. Staugaard, III

Title: Authorized Signatory

Date: September 15, 2025

CONCORD 89 LLC,

a Delaware limited liability company

By: Haverford Retail LLC,

a Delaware limited liability company

its Manager

By: /s/ Joseph R. Staugaard, III

Name: Joseph R. Staugaard, III

Title: Authorized Signatory

Date: September 15, 2025

HRP EAST HANOVER, LLC,

a Delaware limited liability company

By: /s/ Joseph R. Staugaard, III

Name: Joseph R. Staugaard, III

Title: Authorized Signatory

Date: September 15, 2025

BRAMBLEWOOD EAST HANOVER LLC,

a Delaware limited liability company

By: Haverford Retail LLC,

a Delaware limited liability company

its Manager

By: /s/ Joseph R. Staugaard, III

Name: Joseph R. Staugaard, III

Title: Authorized Signatory

Date: September 15, 2025

CONCORD EAST HANOVER LLC,

a Delaware limited liability company

By: Haverford Retail LLC,

a Delaware limited liability company

its Manager

By: /s/ Joseph R. Staugaard, III

Name: Joseph R. Staugaard, III

Title: Authorized Signatory

Date: September 15, 2025

ESCROW CONSENT AND ACKNOWLEDGMENT

The undersigned agrees to act as the Title Company and Escrow Agent for the transaction described in the above Agreement as provided herein. Receipt of the Initial Deposit is hereby acknowledged. The undersigned agrees to hold and deliver the Earnest Deposit and Extension Deposit, if made, in accordance with the terms of this Agreement.

FIRST AMERICAN TITLE INSURANCE COMPANY

Escrow No. NCS-1266914A-CLE By: /s/ Rebecca S. Groetsch

(Print Name)

Authorized Representative

Date: September 16, 2025

EX-10.2 3 sitc-ex10_2.htm EX-10.2 EX-10.2

Exhibit 10.2

FIRST AMENDMENT TO PORTFOLIO PURCHASE AGREEMENT

Southmont Plaza – Easton, PA

East Hanover Plaza – East Hanover, NJ

Stow Community Center – Stow, OH

This First Amendment to Portfolio Purchase Agreement (this “Amendment”) is made and entered into as of the 22nd day of September, 2025 (the “First Amendment Effective Date”) by and among BRE DDR IVA SOUTHMONT PA LLC, a Delaware limited liability company (“Southmont Seller”), DDR SOUTHEAST EAST HANOVER, L.L.C., a Delaware limited liability company (formerly known as Inland Southeast East Hanover, L.L.C.) (“East Hanover Seller”), DDR OHIO OPPORTUNITY II LLC, an Ohio limited liability company (“Stow Seller”) (each individually, a “Seller” and collectively, “Sellers”), and HRP STOW, LLC, a Delaware limited liability company (“HRP Stow”), BRAMBLEWOOD STOW LLC, a Delaware limited liability company (“Bramblewood Stow”), and CONCORD STOW LLC, a Delaware limited liability company (“Concord Stow” and together with Bramblewood Stow and HRP Stow, collectively as tenants in common “Stow Buyer”), HRP SOUTHMONT, LLC, a Delaware limited liability company (“HRP Southmont”), BRAMBLEWOOD 89 LLC, a Delaware limited liability company (“Bramblewood Southmont”), and CONCORD 89 LLC, a Delaware limited liability company (“Concord Southmont” and together with Bramblewood Southmont and HRP Southmont, collectively as tenants in common, “Southmont Buyer”), and HRP EAST HANOVER, LLC, a Delaware limited liability company (“HRP East Hanover”), BRAMBLEWOOD EAST HANOVER LLC, a Delaware limited liability company (“Bramblewood East Hanover”), and CONCORD EAST HANOVER LLC, a Delaware limited liability company (“Concord East Hanover” and together with Bramblewood East Hanover and HRP East Hanover, collectively as tenants in common, the “East Hanover Buyer”). The East Hanover Buyer, together with Stow Buyer and Southmont Buyer shall be collectively referred to as the “Buyer”. Sellers and Buyer may be collectively referred to herein as the “Parties”.

WITNESSETH:

WHEREAS, Sellers and Buyer entered into that certain Portfolio Purchase Agreement, dated effective as of September 15, 2025 (the “Agreement”), pursuant to which Sellers agreed to sell and Buyer agreed to purchase certain real properties described in Exhibits “A-1”, “A-2” and “A-3” to the Agreement, and depicted in Exhibits “B-1”, “B-2” and “B-3” to the Agreement, together with certain other property interests to be assigned or conveyed under the Agreement.

WHEREAS, Sellers and Buyer wish to modify the Agreement as set forth herein.

AGREEMENT:

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Incorporation of Recitals. Each of the above recitals is incorporated herein and deemed to be the agreement of the Parties and is relied upon by each Party to this Amendment in agreeing to the terms of this Amendment. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Agreement.

2. Due Diligence Period. Buyer hereby waives its right to terminate the Agreement pursuant to Section 8.2(b) of the Agreement, and elects to proceed with the purchase of the Properties in accordance with the terms and conditions contained in the Agreement (as amended by this Amendment). Notwithstanding anything to the contrary contained in the Agreement, Buyer shall deposit the Additional Deposit with the Escrow Agent within one (1) business day of the First Amendment Effective Date.

3. Closing Date. Section 6.1 of the Agreement shall be, and hereby is, deleted in its entirety and replaced with the following sentence in lieu thereof:

“6.1 Closing. The transaction contemplated herein shall be closed via an escrow established at the office of the Escrow Agent at such time and on such date as may be agreed upon by Buyer and Sellers; provided, however, that the closing shall occur on or before 3:00 PM (Eastern Time) on or before October 17, 2025. The time and date of such closing is referred to herein as the “Closing Date” or the “Closing”. Notwithstanding the foregoing, Buyer shall have the one-time right to extend the Closing Date solely as a result of Buyer’s existing lender (PIMCO) being unable or unwilling to provide financing to the Stow Property to such date that is no later than December 31, 2025 by giving written notice to Sellers (the “Closing Date Extension Notice”) not later than three (3) business days prior to the originally scheduled Closing Date. Within three (3) business days after delivery of the Closing Date Extension Notice, Buyer shall deposit an additional One Million Two Hundred Sixty Thousand and 00/100 Dollars ($1,260,000.00) with the Escrow Agent in escrow (the “Extension Deposit”). The Extension Deposit shall be nonrefundable to Buyer but shall be applicable to the Purchase Price at Closing.”

For the avoidance of doubt, the foregoing revisions to Section 6.1 are not, shall not be construed as, a financing contingency. As such, Buyer is obligated to purchase all of the Properties in accordance with the terms of the Agreement regardless of Buyer’s ability to obtain alternative financing for any one or more of the Properties.

4. Tenant Estoppels. Notwithstanding anything to the contrary contained in the Agreement, including, without limitation, the requirements set forth in Section 6.3 of the Agreement:

(a)

Buyer acknowledges and agrees that it has received and approved all of the Required Estoppels, except for the Tenant Estoppel from Giant Eagle in respect of the Stow Property (collectively, the “Approved Estoppels”). As such, Buyer waives any and all right to object to the Approved Estoppels, including, without limitation, as to any Approved Estoppel(s) being “stale” by the time of Closing (as may be extended).

(b)

Buyer and Sellers waive their respective rights to extend the Closing pursuant to Section 6.2(e) of the Agreement as all Required Estoppels have been received.

(c)

Sellers agree to reasonably cooperate with Buyer to facilitate updating certain Required Estoppels solely as may be required by Buyer’s new lender (collectively, the “New Lender Tenant Estoppels”); provided, however, that delivery of any New Lender Tenant Estoppels shall not be a condition to Buyer’s obligation to purchase the Properties pursuant to the terms of the Agreement. For the avoidance of doubt, if any of the New Lender Tenant Estoppels are not delivered prior to Closing, Buyer shall be required to purchase of the Properties in accordance with the Agreement based on the prior Approved Estoppels. Without in any way limiting the foregoing, Sellers agree to provide Buyer with all relevant tenant contact information that is currently available to Sellers and otherwise make commercially reasonable efforts to cooperate with Buyer in the event Buyer must facilitate delivery of any new estoppels required by Buyer’s new lender.

5. Miscellaneous.

(a) Except as otherwise amended by this Amendment, the Agreement remains unmodified and un-amended, and the Agreement, as amended by this Amendment, is hereby ratified and confirmed.

(b) To the extent that the terms and provisions of this Amendment are inconsistent with or ambiguous when read in conjunction with the Agreement, the terms and provisions of this Amendment shall govern and control.

(c) This Amendment may be executed in counterparts, each of which constitutes one and the same original instrument. This Amendment may be executed by an exchange of signatures via facsimile, e-mail or pdf copies or other generally recognized electronic signature (e.g. DocuSign). Counterpart signatures may be detached from one counterpart and reattached to another identical counterpart without invalidating this Amendment.

[Remainder of page intentionally left blank; signature pages follow]

IN WITNESS WHEREOF, the Parties hereto have executed this Amendment to be effective as of the First Amendment Effective Date.

SELLERS:

BRE DDR IVA SOUTHMONT PA LLC,

a Delaware limited liability,

By: /s/ Michael S. Owendoff__________________

Michael S. Owendoff, Deputy General Counsel

DDR SOUTHEAST EAST HANOVER, L.L.C.,

a Delaware limited liability company

(formerly known as Inland Southeast East Hanover, L.L.C.),

By: /s/ Michael S. Owendoff__________________

Michael S. Owendoff, Deputy General Counsel

DDR OHIO OPPORTUNITY II LLC,

an Ohio limited liability company

By: /s/ Michael S. Owendoff__________________

Michael S. Owendoff, Deputy General Counsel

BUYER:

HRP STOW, LLC,

a Delaware limited liability company

By: /s/ Joseph R. Staugaard, III

Name: Joseph R. Staugaard, III

Title: Authorized Signatory

BRAMBLEWOOD STOW LLC,

a Delaware limited liability company

By: Haverford Retail LLC,

a Delaware limited liability company

its Manager

By: /s/ Joseph R. Staugaard, III

Name: Joseph R. Staugaard, III

Title: Authorized Signatory

CONCORD STOW LLC,

a Delaware limited liability company

By: Haverford Retail LLC,

a Delaware limited liability company

its Manager

By: /s/ Joseph R. Staugaard, III

Name: Joseph R. Staugaard, III

Title: Authorized Signatory

HRP SOUTHMONT, LLC,

a Delaware limited liability company

By: /s/ Joseph R. Staugaard, III

Name: Joseph R. Staugaard, III

Title: Authorized Signatory

BRAMBLEWOOD 89 LLC,

a Delaware limited liability company

By: Haverford Retail LLC,

a Delaware limited liability company

its Manager

By: /s/ Joseph R. Staugaard, III

Name: Joseph R. Staugaard, III

Title: Authorized Signatory

CONCORD 89 LLC,

a Delaware limited liability company

By: Haverford Retail LLC,

a Delaware limited liability company

its Manager

By: /s/ Joseph R. Staugaard, III

Name: Joseph R. Staugaard, III

Title: Authorized Signatory

HRP EAST HANOVER, LLC,

a Delaware limited liability company

By: /s/ Joseph R. Staugaard, III

Name: Joseph R. Staugaard, III

Title: Authorized Signatory

BRAMBLEWOOD EAST HANOVER LLC,

a Delaware limited liability company

By: Haverford Retail LLC,

a Delaware limited liability company

its Manager

By: /s/ Joseph R. Staugaard, III

Name: Joseph R. Staugaard, III

Title: Authorized Signatory

CONCORD EAST HANOVER LLC,

a Delaware limited liability company

By: Haverford Retail LLC,

a Delaware limited liability company

its Manager

By: /s/ Joseph R. Staugaard, III

Name: Joseph R. Staugaard, III

Title: Authorized Signatory

EX-10.3 4 sitc-ex10_3.htm EX-10.3 EX-10.3

Exhibit 10.3

PURCHASE AND SALE AGREEMENT

(Nassau Park Pavilion, Princeton, New Jersey)

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made effective as of September 18, 2025 (the “Effective Date”) by and between SCC NASSAU PARK PAVILION NJ LLC, a Delaware limited liability company (“Seller”), and B33 NASSAU PARK PAVILION III LLC, a Delaware limited liability company (“Buyer”).

SECTION 1 THE PROPERTY.

1.1

Seller agrees to sell and Buyer agrees to purchase the real property consisting of approximately 159.0 acres of land situated generally at 510 Nassau Park Blvd. in the Township of West Windsor, Mercer County, New Jersey, and more particularly described on Exhibit “A”, together with all improvements located thereon, if any, and all appurtenant easements, rights, and privileges (the “Property”). The Property is commonly referred to as “Nassau Park Pavilion,” as shown on the site plan attached as Exhibit “B”.

1.2

At Closing, Seller further agrees to assign, transfer and convey to Buyer, and Buyer agrees to acquire and assume from Seller, for no additional consideration (aside from the Purchase Price (as hereinafter defined) as more particularly set forth herein), Seller’s right, title and interest in and to the following:

All buildings, improvements, fixtures and structures now or hereafter located in or on the Property, including buildings located thereon (the “Improvements”); provided, however, that the foregoing shall in no event include any fixtures owned by the tenants under the Leases and Temporary Occupancy Agreements (each as hereinafter defined);

All of Seller’s right, title and interest, if any, in and to any equipment, machinery and personal property located in or on the Property and owned by Seller (the “Personal Property”);

All of Seller’s right, title and interest, if any, in and to the trademark, service mark, trade name and name directly relating to “Nassau Park Pavilion” (the “Intellectual Property”);

All of Seller’s interest, as landlord, under the leases described on Exhibit “C” (each a “Lease” and collectively the “Leases”) as of the Effective Date, attached hereto and made a part hereof. Seller shall have the express right to update Exhibit “C” at any time, and from time to time, prior to Closing to include new Leases as permitted pursuant to this Agreement;

The landlord’s and lessor’s interests in all leasehold estates created by the Leases and Temporary Occupancy Agreements;

All of Seller’s right, title and interest, if any, in and to all warranties and guaranties, if any, relating to the Property, to the extent transferrable and/or assignable (collectively, the “Warranties”); provided, however, Buyer shall be solely responsible for all assignment or transfer fees, costs and expenses associated with and/or payable in connection with the foregoing assignment and transfer of any such Warranties; All of Seller’s right, title and interest, if any, in and to all consents, authorizations, variances or waivers, licenses, permits and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality relating to the Property, to the extent transferrable and/or assignable (the “Permits”); provided, however, Buyer shall be solely responsible for all assignment or transfer fees, costs and expenses associated with and/or payable in connection with the foregoing assignment and transfer of any such Permits; and

All of Seller’s right, title and interest, if any, in and to all Permitted Exceptions (as hereinafter defined).

SECTION 2 PURCHASE PRICE. Buyer agrees to pay Seller, as the purchase price for the Property, the sum of One Hundred Thirty-seven Million Five Hundred Fifty Thousand Dollars ($137,550,000.00) (the “Purchase Price”). The Purchase Price shall be paid as follows:

Within two (2) business days after the Effective Date of this Agreement, Buyer shall deposit One Million Three Hundred Seventy-five Thousand Five Hundred Dollars ($1,375,500.00) with the Escrow Agent (as hereinafter defined) in escrow as an initial earnest money deposit (the “Initial Deposit”), which funds shall, pursuant to this Agreement, be held by the Escrow Agent as hereinafter provided for the benefit of Buyer and Seller. In the event Buyer fails to deliver the Initial Deposit within such two (2) business day period, then same shall constitute an immediate event of default under this Agreement and Seller shall be entitled to, as its sole remedy, terminate this Agreement upon written notice to Buyer;

No later than two (2) business days after the expiration of the Due Diligence Period (as hereinafter defined), unless Buyer has terminated this Agreement in accordance with this Agreement (including without limitation Section 8.2 below), Buyer shall deposit an additional sum of Five Million Five Hundred Two Thousand Dollars ($5,502,000.00) with the Escrow Agent (the “Additional Deposit”). For purposes of this Agreement, the Initial Deposit, together with the Additional Deposit (as and when made), shall be collectively referred to as the “Earnest Deposit”. Provided no default hereunder by Seller has occurred and provided the Buyer has not timely terminated this Agreement in accordance with the terms hereof, the Earnest Deposit shall, except as otherwise provided herein, become nonrefundable upon the end of the Due Diligence Period, but shall be applicable to the Purchase Price at Closing;

The Earnest Deposit shall be held and disbursed by Escrow Agent subject to and in accordance with the terms of this Agreement;

Buyer shall deliver the Purchase Price, less the Earnest Deposit and the credits authorized to Buyer, in immediately available funds in escrow with the Escrow Agent on or prior to the Closing Date (as hereinafter defined); and

Notwithstanding anything in this Agreement to the contrary, a portion of the Earnest Deposit in the amount of One Hundred and 00/100 Dollars ($100.00) will be non-refundable to Buyer and will be distributed to Seller upon any termination of this Agreement as independent consideration for Seller’s performance under this Agreement. If this Agreement is properly terminated by Buyer pursuant to a right of termination granted to Buyer by any provision of this Agreement, if any, the One Hundred and 00/100 Dollars ($100.00) non-refundable portion of the Earnest Deposit will be promptly distributed to Seller and, subject to the relevant provisions herein, the balance of the Earnest Deposit remaining after distribution of the independent consideration to Seller will be promptly returned to Buyer.

SECTION 3 ESCROW AND TITLE INSURANCE.

3.1

Escrow Agent. The parties hereto designate First American Title Insurance Company, Cleveland, Ohio, Attn: Rebecca Groetsch (rgroetsch@firstam.com) (the “Title Company”) as the escrow agent (the “Escrow Agent”) in connection with this transaction. This Agreement shall serve as escrow instructions and shall be subject to the usual conditions of acceptance of the Escrow Agent, insofar as the same are not inconsistent with any of the terms hereof. By execution of this Agreement, the Escrow Agent agrees that the Earnest Deposit shall be held as a deposit under this Agreement in an interest-bearing account and: (i) applied against the Purchase Price if Closing occurs; or (ii) delivered to Seller or Buyer, in accordance with the terms of this Agreement upon the written approval of Seller and Buyer, if Closing does not occur. Interest on the Earnest Deposit shall be paid to the party entitled to receive the Earnest Deposit pursuant to this Agreement.

Escrow Agent is hereby appointed by Buyer and Seller to receive, hold and dispose of the Earnest Deposit set forth above in accordance with the terms and conditions hereof. Escrow Agent shall not release any or all of the Earnest Deposit without joint written instructions from Buyer and Seller. Escrow Agent is acting solely as a stakeholder and depository, and is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness, or validity of the subject matter of the escrow, or for the identity or authority of any person executing or depositing it.

Buyer and Seller agree to indemnify, defend and hold harmless the Escrow Agent from and against any loss, cost, damage, expense and attorney’s fees in connection with or in any way arising out of this Agreement, other than expenses resulting from the Escrow Agent’s own gross negligence, bad faith or willful misconduct.

In the event of a dispute concerning the Earnest Deposit, Escrow Agent may continue to hold the Earnest Deposit pursuant to the terms hereof, or may, after giving Buyer and Seller at least 15 days’ advance, written notice, at the joint and several cost of the Buyer and Seller, deposit the same in a court of competent jurisdiction. Escrow Agent may dispose of the Earnest Deposit in accordance with a court order, and shall be fully protected if it acts in accordance with any such court order.

3.2

Title/Survey.

As of the Effective Date, Seller has ordered from the Title Company a commitment (the “Commitment”) to issue an ALTA Owner’s Policy of Title Insurance in an amount equal to the Purchase Price (the “Title Policy”). Buyer shall have the right to order and obtain, at its expense, a new survey or an update of Seller’s existing survey, if any, of the Property (collectively, the “Survey”). In the event Buyer desires to obtain a Survey, then Buyer shall order same no later than five (5) days after the Effective Date and shall deliver a copy of the Survey to Seller promptly upon receipt from the surveyor. The Survey shall be certified to Seller, Buyer and the Title Company. The Survey shall be in form and substance sufficient to delete the standard survey exception from the Title Policy. Seller shall not be required to remove the standard survey exception from the Title Policy in the event Buyer does not obtain a Survey for the Property. On or before the Closing Date, Seller shall execute and deliver to the Title Company an affidavit to delete the standard preprinted exception for mechanic’s liens from the Title Policy, substantially in the form of Exhibit “H” (the “Title Affidavit”). It shall be a condition precedent to Buyer’s obligation to purchase the Property that the Title Company can and will, on the Closing Date, issue the Title Policy in accordance with the Commitment and subject only to the Permitted Exceptions (as hereinafter defined).

Buyer shall have the right to object to: (i) any matters disclosed by the Commitment (“Title Objections”), and (ii) any matters disclosed by a Survey (“Survey Objections”); provided that Buyer delivers written notice of any valid Title Objections or Survey Objections on or before the expiration of the Due Diligence Period; otherwise any such objections shall be deemed to be waived. If Buyer delivers in a timely manner written notice of any valid Title Objections and/or Survey Objections (collectively, “Objections”), then Seller shall within three (3) business days from receipt of any Objections from Buyer notify Buyer in writing (“Seller’s Response”) whether Seller elects, in Seller’s sole discretion, to: (i) cure any such Objections on or prior to the Closing Date, or (ii) not to cure any such Objections. If Seller elects to cure an Objection under the previous sentence and fails to do so by the Closing Date, Buyer shall have the right, as Buyer’s sole remedy, to (x) terminate this Agreement, whereupon the Escrow Agent shall promptly deliver the Earnest Deposit to Buyer, or (y) waive the Objections and proceed to purchase the Property with such condition of title as Seller is able to convey and/or subject to the Objections, without a reduction of the Purchase Price therefor, in which event the items objected to which were not cured shall be deemed to be acceptable to Buyer. In the event Seller fails to deliver Seller’s Response to Buyer within such three (3) business day period, Seller shall be deemed to have elected not to cure any of the Objections. If Seller’s Response states that Seller elects not to cure any of the Objections on or prior to the Closing Date, or if Seller is deemed to have elected not to cure any of the Objections as set forth above, then within three (3) business days of Buyer’s receipt of Seller’s Response, or three (3) business days after the date Seller is deemed to have elected not to cure any Objections, as applicable, Buyer shall elect to either (x) terminate this Agreement, whereupon the Escrow Agent shall promptly deliver the Earnest Deposit to Buyer, or (y) waive the Objections and proceed to purchase the Property with such condition of title as Seller is able to convey and/or subject to the Objections, without a reduction of the Purchase Price therefor, in which event the items objected to which were not cured shall be deemed to be acceptable to Buyer. If Buyer fails to timely make such election, then Buyer shall be deemed to have elected to purchase the Property pursuant to the foregoing clause (y).

If at any time following the expiration of the Due Diligence Period, but prior to Closing, any new matters (other than the deletion, elimination or modification of any item to which Buyer has made an Objection) are first filed of record against the Property and are added to the Commitment (and are not otherwise caused by or result from any action or inaction by Buyer), Buyer shall have the right to object to any such new items appearing on any update to the Commitment by delivery of written notice to Seller within two (2) business days of Buyer’s discovery thereof.

In the event that Buyer elects to object to any items in accordance with the foregoing, the same process outlined in Section 3.2(b) above shall apply to any new Objections made by Buyer, and the Closing Date shall be automatically extended to provide sufficient time for the objection process outlined above to conclude.

Notwithstanding anything contained in this Agreement to the contrary, with respect to all matters affecting title to the Property, and any liens or encumbrances affecting the Property, Buyer acknowledges and agrees that it is relying upon the Title Policy. If Buyer has a claim under the Title Policy and the subject matter of that claim also constitutes the breach of any representation, warranty or covenant made by Seller in this Agreement or the Deed, Buyer agrees that it will look first to the Title Policy for recovery of such claim, and Buyer shall only assert any claim against Seller for recovery of such claim after all remedies available to Buyer under the Title Policy are exhausted and any recovery from Seller hereunder shall be in excess of remedies received by Buyer under the Title Policy. This Subsection shall survive Closing and delivery of the Deed (as hereinafter defined).

3.3

Release of Mortgages. Except for real estate taxes and assessments not yet due and payable as of the Closing, and mortgages, liens and other encumbrances that are Permitted Exceptions, all mortgages, deeds of trust, monetary judgments and monetary liens of ascertainable amounts encumbering the Property incurred by, for, or on behalf of Seller (collectively “Monetary Encumbrances”) shall be paid by Seller at or prior to Closing, or omitted as an exception to the Title Policy by the Title Company. For clarity, Buyer shall not be required to object to any Monetary Encumbrances (regardless of the cause). For further clarity, in no event shall the foregoing require Seller to satisfy or expend money to remove any mortgages, deeds of trust, monetary judgments or monetary liens of ascertainable amounts incurred by, at the request of, or on behalf of any tenant or other occupant of the Property.

SECTION 4 CONVEYANCE. On the Closing Date, Seller shall convey title to the Property by limited warranty deed (the “Deed”), free and clear of all liens and encumbrances, except the following (collectively, the “Permitted Exceptions”): (i) real estate taxes and assessments, both general and special, not yet due and payable; (ii) declarations, conditions, covenants, restrictions, easements, rights of way and other matters of record, including without limitation, those items shown on the subdivision plat of the Property, which are not objected to or are waived by Buyer pursuant to Section 3.2 herein; (iii) zoning and building ordinances; (iv) those matters disclosed by the Survey which are not objected to or are waived by Buyer pursuant to Section 3.2 herein, or which would be disclosed by any accurate survey of the Property if Buyer elects not to obtain a Survey; (v) matters of record as of the Effective Date not objected to by Buyer or which were Objections and Buyer elected to waive in accordance with Section 3.2 above; (vi) the rights of tenants in possession under the Leases and any new leases as tenants only; and (vii) the rights of any third-party pursuant to any unrecorded cable agreement more particularly described on Exhibit “C” attached hereto (the “Cable Agreements”), if any, and any licensees and/or temporary occupants under any license agreements or other temporary occupancy or other ancillary agreements then in effect with respect to the Property (collectively, the “Temporary Occupancy Agreements”), if any. Seller shall assign to Buyer its interest in the Leases, Temporary Occupancy Agreements and Cable Agreements in effect as of the Closing Date by an Assignment and Assumption Agreement (the “Assignment of Leases”), substantially in the form of the Assignment of Leases and Guaranties attached hereto as Exhibit “D” and made a part hereof, to be executed by Seller and Buyer effective as of Closing.

SECTION 5 PRORATIONS AND CLOSING COSTS.

5.1

Rents.

All collected Rents (as hereinafter defined) shall be prorated between Seller and Buyer as of 11:59 PM on the day prior to the Closing Date. Seller shall be entitled to all collected Rents attributable to any period prior to, but not including, the Closing Date. Buyer shall be entitled to all collected Rents attributable to any period on and after the Closing Date. Following Closing through the Survival Period (as hereinafter defined), Buyer shall make a good faith effort to collect any Rents not collected as of the Closing Date on Seller’s behalf (the “Arrears”) and to tender the same to Seller upon receipt (which obligation of Buyer shall survive the Closing and not be merged therein); provided, however, that all Rents collected by Buyer on or after the Closing Date shall first be applied to all amounts due under the Leases at the time of collection (i.e., current Rents and sums due Buyer as the current owner and landlord) with the balance (if any) applied to the Arrears and payable to Seller, but only to the extent such Arrears are delinquent and actually due Seller. Buyer shall not have the exclusive right to collect Arrears and Seller hereby retains its rights to contact any tenant in an effort to collect the Arrears or pursue claims for the Arrears; provided that Seller: (i) shall be required to notify Buyer in writing of its intention to commence or pursue such legal proceedings; (ii) shall only be permitted to commence or pursue any legal proceedings after the date which is sixty (60) days following the Closing Date through the Survival Period (provided, however, that if Seller commences any legal proceeding prior to the expiration of the Survival Period, Seller shall be permitted to prosecute such legal proceeding to completion); and (iii) shall not be permitted to commence or pursue any legal proceedings against any tenant seeking eviction of such tenant or the termination of the underlying lease. The terms of the immediately preceding sentence shall survive the Closing Date and not be merged therein. “Rents” shall mean all base rents, prepaid rents, Percentage Rent (as hereinafter defined), additional rent and operating expense reimbursements and escalations due from the tenants of the Property under the Leases and Temporary Occupancy Agreements.

Notwithstanding the foregoing or anything to the contrary in this Agreement, the provisions of this Section 5.1(b) shall control with respect to any Deferred Rent (as hereinafter defined). Buyer shall not be entitled to any Deferred Rent, it being understood and agreed that Seller shall be exclusively entitled to all Deferred Rent. By not later than ten (10) days after Buyer’s receipt of any Deferred Rent, Buyer shall remit such received Deferred Rent to Seller. For purposes of Section 5.1(a) above, all Deferred Rents shall be deemed obligations of the tenants under the Leases attributable to the period prior to and including the Closing Date. From the Closing Date through the expiration of the Survival Period, Buyer may not waive any Deferred Rents or modify a Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller owned the Property without first obtaining Seller’s written consent; provided, however, Buyer shall have the right to waive any Deferred Rents or modify a Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller owned the Property so long as prior to taking any of the forgoing actions Buyer pays Seller an amount equal to the then-outstanding amount of Deferred Rent associated with such tenant.

As used herein, “Deferred Rent” shall mean those certain deferred rents owed by the tenants under the Leases as of the Effective Date listed on Schedule 5.1 attached hereto, which Seller shall have the right to update at any time and from time to time prior to the Closing Date, and which rent (a) Seller and the applicable tenant agreed prior to Closing to defer the timing of payment for such Rent to a period after Closing; and (b) was originally to be paid during the period prior to the Closing Date.

With respect to Rents in the form of a percentage of a tenant’s gross sales (whether in excess of a predetermined threshold or breakpoint or in lieu of base rent or otherwise) (“Percentage Rent”), such Percentage Rent, if any, payable under each Lease shall be prorated with respect to the full lease year or other applicable full period in which the Closing occurs provided for under the applicable Lease on a per diem basis as and when collected. For the avoidance of doubt, Percentage Rent that is payable by any tenant on a monthly basis (whether in lieu of base rent or in excess of a predetermined monthly threshold or breakpoint) (such Percentage Rent, “Monthly Percentage Rent”), the proration of such Monthly Percentage Rent shall be handled in accordance with Section 5.1(a) hereof. The proration of Percentage Rent (other than Monthly Percentage Rent), if any, shall be based on aggregate sales for the full lease year or other applicable full period under the Lease, without attributing tenant’s specific sales amount to the period before the Closing Date or the period on and after the Closing Date. Any Percentage Rent collected by Buyer (including any Percentage Rent which is delinquent) and pertaining to (i) an entire lease year or accounting period of a tenant under a Lease which ends on a date prior to the date of Closing, and (ii) that portion of a lease year or accounting period of such tenant covering a period prior to the date of Closing where such lease year or accounting period begins prior to the date of Closing and ends thereafter, shall in both cases be paid to Seller promptly after receipt by Buyer. In connection with Seller’s right to collect any portion of Percentage Rent following the Closing Date, Seller may request, and Buyer shall provide, any and all information relating to Percentage Rent to confirm the calculation and payment thereof. Buyer shall have sixty (60) days following the date each tenant is required to remit its Percentage Rent to collect such Percentage Rent and prorate in accordance with this Section 5.1(c). In the event Buyer fails to collect and prorate such Percentage Rent within such 60-day period, then Seller shall have the right to request the Percentage Rent directly from each such tenant and prorate the Percentage Rent in accordance with this Section 5.1(c).

5.2

Property Operating Expenses. Operating Expenses (as hereinafter defined) for the Property shall be prorated as of 11:59 PM on the day prior to the Closing Date. Seller shall pay all utility charges and other operating expenses attributable to the Property, if any (collectively, the “Operating Expenses”), incurred prior to, but not including, the Closing Date (except for those Operating Expenses payable, whether actually paid or unpaid, by tenants for such tenant’s leased premises in accordance with the Leases) and Buyer shall pay all Operating Expenses attributable to the Property on and after the Closing Date. All Operating Expenses paid or payable by tenants in accordance with the Leases shall be allocated between Seller and Buyer, with Seller responsible for periods prior to, but not including, the Closing Date and Buyer responsible for all periods on and after the Closing Date, and all applicable amounts to be trued up between Seller and Buyer in accordance with this Section 5.2. Seller agrees to use commercially reasonable efforts to cause all meters for all public utilities (including water) being used on the Property to be read on the day of giving possession to Buyer, or as soon as reasonably practical following the Closing Date. Buyer shall arrange with such services and companies to have accounts opened in Buyer’s name beginning at 12:00 AM on the Closing Date. To the extent that the amount of actual consumption of any utility services is not determined prior to the Closing Date, a proration shall be made at Closing based on the last available reading.

Seller shall not assign to Buyer any deposits which Seller has with any of the utility services or companies servicing the Property. Within ninety (90) days following the Closing Date, Seller shall deliver to Buyer a reconciliation statement of the Operating Expenses for the Property for the portion of the calendar year in which the Closing occurs that the Property was owned by Seller. Seller’s post-Closing reconciliation statement shall include tenant invoice calculations and reasonable Operating Expense invoice back-up. Within the thirty (30) day period following Seller’s delivery of such post-Closing reconciliation statement for Operating Expenses, Seller and Buyer shall work in good faith to resolve any issues with respect to such reconciliation statement; provided, however, that if Buyer does not respond to Seller’s delivery of the reconciliation statement within the thirty (30)-day period, Buyer shall be deemed to have approved Seller’s reconciliation statement. Upon approval of the Operating Expense reconciliation statement, Seller shall remit any amounts of collected Operating Expenses over-credited at Closing to Seller and due to Buyer within thirty (30) days and Buyer shall remit any amounts of collected Operating Expenses over-credited at Closing to Buyer and due to Seller within thirty (30) days. Thereafter, Buyer shall be solely responsible for performing any Operating Expense reconciliations with tenants under the Leases with respect to the entire calendar year in which the Closing occurs. Buyer shall include in any Operating Expense reconciliations with the tenants under the Leases copies of any applicable billing statements and invoice back-up provided by Seller for operating expenses incurred by Seller during the period of Seller’s ownership of the Property.

This Section 5.2 shall survive the Closing and not be merged therein.

5.3

Real Estate Taxes and Assessments.

Real estate taxes and assessments, both general and special that are payable to the taxing authority (collectively, the “Tax Expense”) shall be prorated as of 11:59 PM on the day prior to the Closing Date. It is the intent of Buyer and Seller that the Tax Expense be prorated on the basis on which the tenants are billed, in order to avoid leakage by either party. Seller shall be responsible for the Tax Expense attributable to the Property prior to, but not including, the Closing Date (except for the Tax Expense, whether actually paid or unpaid, which is payable directly by tenants to the taxing authority for such tenant’s leased premises in accordance with the Leases, and except for any Tax Expense that may be attributable to a fiscal year, but billed on a calendar year), and Buyer shall be responsible for the Tax Expense attributable to the Property on and after the Closing Date. If the Closing occurs prior to the receipt by Seller of the bill for the Tax Expense for the calendar year in which the Closing occurs, the Tax Expense shall be prorated on the basis of the last officially certified and available tax duplicate (the “Interim Tax Expense Proration”). Monthly and/or lump sum amounts Seller, as landlord, has collected from tenants under the Leases and Temporary Occupancy Agreements as reimbursements or prepayments of Seller’s Tax Expense (collectively, “Tax Receivables”) shall be prorated between Buyer and Seller as of the Closing Date. The collected Tax Receivables shall be matched against the applicable Tax Expense to which they relate. Seller shall be entitled to Tax Receivables to the extent they relate to the Tax Expense attributable to the period prior to, but not including the Closing Date, and Buyer shall be entitled to Tax Receivables to the extent they relate to the Tax Expense attributable to the Closing Date or thereafter. If the final bill for the Tax Expense is not available at Closing so that at Closing Buyer and Seller performed the Interim Tax Expense Proration, then after receipt of a final bill for the Tax Expense, Buyer shall promptly prepare and present to Seller a calculation of the re-proration of the Tax Expense and Tax Receivables, based upon the actual amount of such Tax Expense charged for the year or other applicable fiscal period.

The parties shall make the appropriate adjusting payment between them within thirty (30) days after presentment to Seller of Buyer's calculation and appropriate back-up information. Buyer shall provide Seller with appropriate backup materials related to the calculation. With respect to any portion of the Property that is a separate tax parcel, and the applicable tenant pays the Tax Expense with respect to such parcel directly to the taxing authority under the terms of its lease, the Tax Expense for that parcel shall not be prorated between Buyer and Seller at Closing as such tenant(s) shall be responsible for paying the taxing authority for such Tax Expense as it becomes due pursuant to the terms of its lease.

Notwithstanding the foregoing, any real estate tax refunds or rebates which apply to periods before the Closing Date shall remain the property of Seller, and Seller shall have the right to file and pursue any appeals attributable to Seller’s period of ownership of the Property, with respect to tax assessments for the Property. If Seller is successful in any such tax appeal related to the calendar year in which the Closing occurs, Buyer and Seller shall share in the cost of any such appeal and rebates or refunds in the same proportion as the proration of the Tax Expense set forth on the settlement statement executed by the parties at Closing. Seller will also calculate and apply to tenants’ accounts credits and charges where applicable. Seller will provide copies of this calculation, along with copies of the billings to Buyer, along with any balance due to Buyer. If Buyer is successful in any such tax appeal attributable to Seller’s ownership period of the Property, Buyer and Seller shall share in the cost of any such appeal and rebates or refunds in the same proportion as the proration of the Tax Expense set forth on the settlement statement executed by the parties at least three (3) business days prior to Closing. Buyer will also calculate and apply to tenants’ accounts credits and charges where applicable. Buyer will provide copies of this calculation, along with copies of the billings to Seller, along with any balance due to Seller. All prorations hereunder shall be made within thirty (30) days after presentment of invoices or receipt of amounts applicable to this Subsection.

This Section 5.3 shall survive the Closing and not be merged therein.

5.4

Costs to be Paid by Seller. Seller shall pay or be charged with the following costs and expenses in connection with this transaction:

all governmental transfer taxes (including the so-called New Jersey Mansion Tax) and conveyance fees on the sale and transfer of the Property;

the cost of the title examination, the Commitment, and the base premium for the Title Policy (excluding endorsements);

one half (1/2) of the escrow fee and the reasonable closing fees charged by the Escrow Agent;

the commission due to the Broker, as described and defined in Section 11 below; and

the fees and expenses of Seller’s attorney(s).

5.5

Costs to be Paid by Buyer. Buyer shall pay the following costs and expenses in connection with this transaction:

the cost of recording the Deed;

the cost of any endorsements to the Title Policy;

one-half (1/2) of the escrow fee and the reasonable closing fees charged by the Escrow Agent;

the cost of the Survey, if obtained;

all costs and expenses in connection with Buyer’s financing, including the filing of all documents necessary to complete such financing, and the cost of any title insurance or endorsements required by Buyer’s lender;

all costs incurred by Buyer in connection with its due diligence or other activities related to the Property; and

the fees and expenses of Buyer’s attorney(s).

5.6

Security Deposits. Attached hereto as Schedule 5.6 is a list of all security deposits held by Seller under the Leases as of the Effective Date. At Closing, all security deposits from the tenants under the Leases, to the extent paid by such tenants to Seller and not applied by Seller prior to Closing (including, without limitation, application by Seller against any accounts receivable from such tenants that are due Seller), shall be credited to Buyer as a credit against the Purchase Price and shall be retained by Seller free and clear of any and all claims on the part of tenants. Seller shall update Schedule 5.6 prior to Closing and attach the updated version of Schedule 5.6 to the Bring Down Certificate. In the event Seller applies any security deposits against accounts receivables of any tenants under their respective Leases prior to the Closing Date, then not less than three (3) business days prior to Closing, Seller shall notify Buyer in writing of the application of such security deposits and include in such written notice any supporting documentation related thereto. From and after Closing, Buyer shall be responsible for maintaining as security deposits and other deposits the aggregate amount so credited to Buyer in accordance with all applicable laws, rules and regulations, and in accordance with the provisions of the Leases relevant thereto. This Section 5.6 shall survive the Closing and not be merged therein.

5.7

Leasing Commissions; Tenant Improvement Allowances. Attached hereto as Schedule 5.7 is list of all unpaid leasing commissions, tenant improvement allowances and landlord work (each a “Leasing Incentive” and collectively the “Leasing Incentives”) as of the Effective Date with respect to any Leases which exist as of the Effective Date (each an “Existing Lease” and collectively, the “Existing Leases”). Prior to Closing, Seller shall deliver to Buyer an updated version of Schedule 5.7 to reflect any Leasing Incentives that were paid by Seller in the ordinary course of business after the Effective Date. At (and subject to) Closing, to the extent there are any unpaid Leasing Incentives with respect to any Existing Lease, Buyer shall (i) receive a credit against the Purchase Price in the amount of any unpaid Leasing Incentives with respect to such Existing Leases as reflected on the updated Schedule 5.7 referenced above, and (ii) assume the obligation for the payment of unpaid Leasing Incentives with respect to Existing Leases as reflected on the updated Schedule 5.7. In addition, Buyer shall be responsible for any and all Leasing Incentives in respect of any new lease or any renewal, extension or expansion of any Existing Lease entered into after the Effective Date that was approved or consented to by Buyer (or deemed approved or consented to by Buyer) in accordance with this Agreement.

If and to the extent Buyer shall be responsible for any such Leasing Incentives in accordance with the foregoing, Buyer hereby expressly assumes the obligation to make such payments following the Closing Date, and Buyer shall indemnify, defend, and hold harmless Seller from and against any and all losses, costs, expenses, liabilities, claims and damages (including reasonable attorneys’ fees, court costs and litigation expenses) suffered by Seller as a result of Buyer’s failure to pay the aforementioned costs to the applicable broker or tenant when they become due and payable. All of the obligations of Buyer under this Section 5.7 shall survive Closing.

5.8

Net Worth. Seller hereby agrees to maintain a net worth of at least Two Million Nineteen Thousand Two Hundred Thirty-four and 00/100 Dollars ($$2,019,234.00) (the “Liability Cap”) from the Closing Date through the expiration of the Survival Period. This Section 5.8 shall survive the Closing and not be merged therein.

SECTION 6 POSSESSION AND CLOSING.

6.1

Closing. The transaction contemplated herein shall be closed via an escrow established at the office of the Escrow Agent at such time and on such date as may be agreed upon by Buyer and Seller; provided, however, that the closing shall occur on or before 3:00 PM (Eastern Time) October 27, 2025, subject to any extension rights expressly contained herein. The time and date of such closing is referred to herein as the “Closing Date” or the “Closing”.

6.2

Seller’s and Buyer’s Closing Deliveries.

To effect the Closing, Seller shall deliver to the Escrow Agent the following:

(i)

the Deed;

(ii)

signed counterparts of the Assignment of Leases;

(iii)

a certificate and affidavit of non-foreign status;

(iv)

a completed 1099-S request for taxpayer identification number and certification and acknowledgment;

(v)

the Title Affidavit;

(vi)

signed notices to all tenants and other occupants of the Property, substantially in the form of Exhibit “E”attached hereto and made a part hereof (the “Tenant Notice Letters”), advising them of the sale of the Property and directing them where to send all future rent and notices;

(vii)

certificates or resolutions of Seller authorizing the sale of the Property pursuant to this Agreement and the authority of the officer executing the closing documents on behalf of Seller;

(viii)

a Bill of Sale and General Assignment in favor of Buyer conveying Seller’s interest, if any and without warranty, in and to the Fixtures, the Personal Property, the Intellectual Property, the Warranties and the Permits, substantially in the form of Exhibit “F”attached hereto and made a part hereof (the “General Assignment”); a certificate updating Seller’s representations and warranties set forth in Section 9.1 below, substantially in the form of Exhibit “I” attached hereto (the “Bring Down Certificate”);

(ix)

(x)

an updated version of Schedule 5.6 to reflect any changes to the Security Deposits after the Effective Date, and an updated version of Schedule 5.7 to reflect any Leasing Incentives that were paid by Seller in the ordinary course of business after the Effective Date;

(xi)

a letter to Buyer on Seller’s letterhead directing Buyer where any amounts delivered by the tenants to Buyer following the Closing that relate to Seller’s period of ownership should be delivered, including, without limitation, Seller’s wiring instructions;

(xii)

such applicable forms, affidavits, certificates, disclosure statements and closing documents (including, without limitation, any of the foregoing related to transfer taxes or the transfer of interests in real or personal property) as may be required by any governmental agency or authority in connection with the consummation of the transactions contemplated by this Agreement;

(xiii)

an updated rent roll dated as of the Closing Date;

(xiv)

an updated schedule of Arrears for the Leases affecting the Property, dated as of the Closing Date; and

(xv)

a signed settlement statement with respect to the Closing.

In addition, within three (3) business days following the Closing, Seller shall deliver to Buyer the following:

(i)

All keys, combinations and security codes for all locks and security devices for the Property in the possession and control of Seller on the Closing Date and to the extent located at the Property;

(ii)

Originals of all Leases and any amendments, guarantees and other documents relating thereto, to the extent in Seller’s possession and control on the Closing Date;

(iii)

Any “as-built” plans and specifications for the Property, to the extent in the possession of Seller on the Closing Date and to the extent at the Property; and

(iv)

All maintenance records, operating manuals, guarantees and warranties pertaining to the Property, to the extent in the possession and control of Seller on the Closing Date.

To effect the Closing, Buyer shall deliver to the Escrow Agent:

(i)

signed counterparts of the Assignment of Leases, the Tenant Notice Letters, and the General Assignment;

(ii)

a signed settlement statement with respect to the Closing;

(iii)

such other closing documents as may be reasonably necessary to consummate the transactions contemplated herein; a letter to Seller on Buyer’s letterhead directing Seller where any amounts delivered by the tenants to Seller following the Closing that relate to Buyer’s period of ownership should be delivered, including, without limitation, Buyer’s wiring instructions; and

(iv)

(v)

Unless otherwise provided herein, all documents and funds necessary for Closing shall be deposited in escrow as of 3:00 PM Eastern Time on the Closing Date. At Closing, the Escrow Agent shall:

(i)

deliver the Deed to Buyer by filing the Deed for record in the public records for the jurisdiction in which the Property is located;

(ii)

pay to Seller the Purchase Price less (including the Earnest Deposit) any credits to which Buyer is entitled, charge Seller and Buyer for the closing costs as set forth in Section 5 above, all in accordance with the agreed upon settlement statement;

(iii)

cause the Title Company to issue the Title Policy; and

(iv)

Seller shall deliver exclusive possession of the Property to Buyer at the Closing, except for the rights of any parties under the Permitted Exceptions.

Within three (3) days following the Closing Date, Buyer or Escrow Agent, at Buyer’s option, cost and expense, shall assemble fully executed versions of the Tenant Notice Letters and deliver them to the tenants pursuant to the Leases and Temporary Occupancy Agreements. Copies of the fully executed Tenant Notice Letters, together with evidence of their delivery, shall be provided to each of Buyer and Seller promptly following delivery to the tenants. The provisions of this Section 6.2(e) shall survive Closing.

6.3

Estoppels.

In accordance with the further terms and conditions of this Section 6.3, Seller shall use its commercially reasonable efforts to provide Conforming Estoppels (as hereinafter defined) from the tenants under the Leases. Notwithstanding the foregoing, at a minimum Seller shall deliver to Buyer at or prior to Closing a Conforming Estoppel from: (i) At Home, Wegman’s, Best Buy, Dick’s Sporting Goods, Burlington, Raymour & Flannigan, Planet Fitness and Home Goods (each a “Major Tenant”), and (ii) Conforming Estoppels from Tenants under the Leases comprising, in the aggregate, forty percent (40%) of the gross leasable area of the remaining open and occupied shop space units under Leases with a term of more than twelve (12) months (“Non-Major Tenants”). The Conforming Estoppels required to be delivered pursuant to subparts (i) and (ii) in the preceding sentence and that are a condition to Closing as more particularly set forth herein are defined collectively as the “Required Estoppels”. For the avoidance of doubt, there is no obligation of Seller to obtain estoppels from the tenants or occupants under any Temporary Occupancy Agreement.

Each Required Estoppel shall: (i) be substantially in the form of Exhibit "G"attached hereto and made a part hereof, unless any tenant is required or permitted under the terms of its Lease to provide less information or to otherwise make different statements in a certification of such nature than are set forth on Exhibit "G", then Buyer shall accept any estoppel certificate and any modifications made to such estoppel certificate to the extent that such changes are consistent with the minimum requirements set forth in such tenant’s lease; and provided further, however, that under no circumstances shall Buyer be required to accept any tenant estoppel certificate delivered in connection with this Section 6.3 to the extent the tenant discloses therein any material default by Seller under such tenant’s Lease; (ii) show no material adverse matters (which for purposes hereof shall mean only and specifically the following: any material default by Seller, as landlord under the Lease, or any material facts that contradict any of the express representations or warranties of Seller set forth in this Agreement in any material and adverse respect, or any material facts that contradict any of the material facts or statements set forth in the Lease in any material and adverse respect, any such matters contained in this parenthetical being “Adverse Matters”), and (iii) be executed by the applicable tenant, dated not earlier than the expiration of the Due Diligence Period (a tenant estoppel certificate meeting the requirements contained in this sentence shall be a “Conforming Estoppel”). Buyer hereby agrees that any estoppel certificate that is executed by DocuSign or any other electronic signature shall be a Conforming Estoppel as long it otherwise complies with the requirements of this Section 6.3(b).

Buyer shall, within two (2) business days after Buyer’s receipt of any executed estoppels from Seller, respond to Seller in writing with any specific comments or concerns that Buyer has with respect to such estoppels as a result of Buyer’s review of such estoppels and the applicable Lease for such tenant. If Buyer fails to respond to Seller within such two (2) business day period, the estoppels delivered by Seller shall be deemed a Conforming Estoppel accepted by Buyer.

Any Conforming Estoppel that is deemed delivered in accordance with the terms of the applicable tenant’s Lease shall satisfy the delivery requirement for such tenant under this Agreement. Notwithstanding anything herein to the contrary, in the event that Seller has not obtained a Conforming Estoppel from any Non-Major Tenants as of the Closing Date after making commercially reasonable efforts to obtain same, Seller shall have the option, but not the obligation, to deliver Seller estoppel certificates (“Seller Estoppels”) at or prior to Closing for any such Non-Major Tenants, which Seller Estoppels shall be substantially in the form of Exhibit “G-1” attached hereto; provided, however, under no circumstances shall delivery of Seller Estoppels be permitted with respect to the Major Tenants. A Seller Estoppel (if given) shall be an acceptable substitute for the respective Conforming Estoppel not yet received and shall count toward the delivery requirement with respect to the Required Estoppels provided, however, in no event shall Buyer be required to accept Seller Estoppels for Leases comprising ten percent (10%) or more of the in-place gross income from the Property. The statements made by Seller in any Seller Estoppel shall be deemed to be representations and warranties of Seller contained in this Agreement to the same extent, and with the same effect, as if such representations and warranties were set forth in Section 9.1 of this Agreement and shall be subject to all of the terms and provisions of Section 9.1 of this Agreement, including, without limitation, the Liability Cap and the Survival Period, but expressly excluding the Floor (as hereinafter defined). Notwithstanding anything contained herein to the contrary, each Seller Estoppel shall be released on the earlier to occur of (x) the date upon which any applicable tenant executes a Conforming Estoppel and delivers it to Buyer, and (y) the expiration of the Survival Period.

In the event Seller has been unable to obtain the Required Estoppels at or prior to Closing, Seller shall have the right, upon written notice to Buyer, to extend the Closing Date by up to fifteen (15) days in order to allow Seller additional time to obtain all Required Estoppels. Seller shall have no obligation to update any Conforming Estoppels described in this Section 6.3 at or prior to Closing. Notwithstanding anything contained herein to the contrary, if Buyer has not received the Required Estoppels in accordance with the terms of this Section 6.3 at or before the scheduled Closing (as may be extended), Seller shall not be deemed in default of this Agreement, but rather a failure of a condition to Closing shall have occurred, and the terms of Section 11 of this Agreement shall control.

Additionally, Seller agrees to request Subordination, Non-Disturbance and Attornment Agreements (“SNDAs”) in a commercially reasonable form as may be provided by Buyer or Buyer’s lender, from such tenants under the Leases as may be requested by Buyer’s lender; provided however, nothing contained in this Agreement shall obligate Seller to obtain, negotiate or otherwise complete any SNDAs on behalf of Buyer or Buyer’s lender, and delivery of any SNDAs shall not be a condition to Buyer’s obligation to close on the purchase of the Property pursuant to the terms of this Agreement. Buyer shall deliver the identity of its lender to Seller, together with the fully completed SNDA forms as to such tenants where Buyer’s lender is requesting an SNDA, by no later than the expiration of the Due Diligence Period; provided, however, that if no such SNDA forms are provided to Seller prior to such deadline, then Seller shall be under no obligation to request SNDAs hereunder.

Seller agrees to request and exert commercially reasonable efforts to obtain a REA estoppel (each a “REA Estoppel”) from such parties as reasonably requested by Buyer in its Title Objections. Seller shall request the REA Estoppels within two (2) business days after expiration of the Due Diligence Period and deliver evidence of such requests to Buyer; provided, however, nothing contained in this Agreement shall obligate Seller to obtain, negotiate or otherwise complete an REA Estoppel on behalf of Buyer, and delivery of any REA Estoppel shall not be a condition to Buyer’s obligation to close on the purchase of the Property pursuant to the terms of this Agreement. After making such request, Seller shall cooperate, at no cost to Seller, with Buyer and facilitate Buyer’s efforts to negotiate and obtain each REA Estoppel. For purposes of this Section 6.3(g), Seller shall be deemed to have exerted commercially reasonable efforts by initially delivering a REA Estoppel on behalf of Buyer and sending up to two (2) written follow-up requests by e-mail thereafter on behalf of Buyer to such REA Estoppel party.

6.4

Covenants of Seller Pending Closing.

From and after the Effective Date through the Closing Date, Seller shall not, except as set forth as Schedule 6.4 attached hereto: (i) modify, cancel, extend or otherwise change in any manner the terms and provisions of the Leases (but the foregoing shall not prevent Seller, as landlord, from accepting any notice of extension, cancellation or other action received from a tenant pursuant to a right set forth in its Lease); (ii) enter into any contracts for services or otherwise that may be binding upon the Property following Closing or upon Buyer; (iii) grant any easements on the Property; or (iv) enter into any new leases of space in the Property; in each instance without the express prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed.

From and after the expiration of the Due Diligence Period through the Closing Date, Seller shall not, except as set forth as Schedule 6.4 attached hereto: (i) send any notice of default or alleged default to any tenant under any Lease; or (ii) pursue any remedies for a default or alleged default against any tenant under any Lease; in each instance without the express prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. With respect to any consent required to be obtained from Buyer under this Section 6.4(a), Buyer agrees to deliver to Seller such consent or refusal of consent, in writing (and in the event Buyer refuses consent, Buyer shall include with such written refusal, with reasonable specificity, Buyer’s reasons for refusing consent), within three (3) business days after receipt of a written request from Seller seeking any such consent. In the event Buyer fails to deliver to Seller such consent or refusal of consent (including Buyer’s reasons therefor), in writing, within three (3) business days after receipt of a written request from Seller, Buyer shall be deemed to have consented, in all respects, to any and all matters set forth in the written request from Seller. From and after the Effective Date through the expiration of the Due Diligence Period, if Seller sends any notice of default or alleged default to any tenant under any Lease or pursues any remedies for a default or alleged default against any tenant under any Lease (each, a “DDP Lease Action”), then Seller shall promptly deliver written notice thereof to Buyer. Such notice of a DDP Lease Action may be given via e-mail and such e-mail delivery shall be sufficient. Notwithstanding any provision of this Section 6(a), with respect to any default or alleged default that is the subject of a DDP Lease Action, Seller shall have the continuing right to pursue any remedies with respect thereto, and give additional default notices with respect thereto, without Buyer’s consent, either before or after the expiration of the Due Diligence Period.

From the Effective Date through the Closing Date, Seller shall continue to operate the Property in substantially the same manner as Seller has prior to the Effective Date. In addition, as of the Closing Date, the Property will no longer be insured under Seller’s insurance program and Buyer shall be solely responsible for maintaining insurance on the Property on and after the Closing Date.

From the Effective Date through the Closing Date, Seller shall promptly deliver to Buyer a copy of any material written notice issued or received by Seller under the Leases, Cable Agreements, or Temporary Occupancy Agreements.

SECTION 7

CONDITION OF PROPERTY.

7.1

“As-Is” Condition. BUYER HEREBY EXPRESSLY ACKNOWLEDGES AND AGREES THAT BUYER WILL HAVE, AS OF CLOSING, THOROUGHLY INSPECTED AND EXAMINED THE STATUS OF TITLE TO THE PROPERTY AND THE PHYSICAL CONDITION OF THE PROPERTY TO THE EXTENT DEEMED NECESSARY BY BUYER IN ORDER TO ENABLE BUYER TO EVALUATE THE PURCHASE OF THE PROPERTY. BUYER HEREBY FURTHER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT OR IN THE DEED, SELLER ESTOPPELS OR BRING DOWN CERTIFICATE EXECUTED BY SELLER AND DELIVERED TO BUYER AT CLOSING (SUCH DOCUMENTS, COLLECTIVELY, THE “CLOSING DOCUMENTS”), BUYER IS RELYING SOLELY UPON THE INSPECTION, EXAMINATION, AND EVALUATION OF THE PHYSICAL CONDITION OF THE PROPERTY BY BUYER AND HAS NOT RELIED UPON ANY WRITTEN OR ORAL REPRESENTATIONS, WARRANTIES OR STATEMENTS, WHETHER EXPRESS OR IMPLIED, MADE BY SELLER, OR ANY PARTNER OF SELLER, OR ANY AFFILIATE, AGENT, EMPLOYEE, OR OTHER REPRESENTATIVE OF ANY OF THE FOREGOING OR BY ANY BROKER OR ANY OTHER PERSON REPRESENTING OR PURPORTING TO REPRESENT SELLER WITH RESPECT TO THE PROPERTY, THE CONDITION OF THE PROPERTY OR ANY OTHER MATTER AFFECTING OR RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY.

BUYER IS PURCHASING, AND AT CLOSING WILL ACCEPT, THE PROPERTY ON AN “AS IS,” “WHERE IS” AND “WITH ALL FAULTS” BASIS, WITHOUT REPRESENTATIONS, WARRANTIES AND/OR COVENANTS, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT. BUYER ACKNOWLEDGES THAT SELLER HAS MADE NO AGREEMENT TO ALTER, REPAIR OR IMPROVE THE PROPERTY EXCEPT AS EXPRESSLY DESCRIBED HEREIN.

AS USED IN THE PRIOR PARAGRAPH, THE TERM “CONDITION OF THE PROPERTY” MEANS THE FOLLOWING MATTERS: (I) THE QUALITY, NATURE AND ADEQUACY OF THE PHYSICAL CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE QUALITY OF THE DESIGN, LABOR AND MATERIALS USED TO CONSTRUCT THE IMPROVEMENTS INCLUDED IN THE PROPERTY; THE CONDITION OF STRUCTURAL ELEMENTS, FOUNDATIONS, ROOFS, GLASS, MECHANICAL, PLUMBING, ELECTRICAL, HVAC, SEWAGE, AND UTILITY COMPONENTS AND SYSTEMS; THE CAPACITY OR AVAILABILITY OF SEWER, WATER, OR OTHER UTILITIES; THE GEOLOGY, FLORA, FAUNA, SOILS, SUBSURFACE CONDITIONS, GROUNDWATER, LANDSCAPING, AND IRRIGATION OF OR WITH RESPECT TO THE PROPERTY; THE LOCATION OF THE PROPERTY IN OR NEAR ANY SPECIAL TAXING DISTRICT, FLOOD HAZARD ZONE, WETLANDS AREA, PROTECTED HABITAT, GEOLOGICAL FAULT OR SUBSIDENCE ZONE, HAZARDOUS WASTE DISPOSAL OR CLEAN-UP SITE, OR OTHER SPECIAL AREA; THE EXISTENCE, LOCATION, OR CONDITION OF INGRESS, EGRESS, ACCESS, AND PARKING; THE CONDITION OF THE PERSONAL PROPERTY AND ANY IMPROVEMENTS; AND THE PRESENCE OF ANY ASBESTOS OR OTHER HAZARDOUS MATERIALS, DANGEROUS, OR TOXIC SUBSTANCE, MATERIAL OR WASTE IN, ON, UNDER OR ABOUT THE PROPERTY AND THE IMPROVEMENTS LOCATED THEREON; AND (II) THE COMPLIANCE OR NON-COMPLIANCE OF SELLER OR THE OPERATION OF THE PROPERTY OR ANY PART THEREOF IN ACCORDANCE WITH, AND THE CONTENTS OF: (A) ALL CODES, LAWS, ORDINANCES, REGULATIONS, AGREEMENTS, LICENSES, PERMITS, APPROVALS AND APPLICATIONS OF OR WITH ANY GOVERNMENTAL AUTHORITIES ASSERTING JURISDICTION OVER THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THOSE RELATING TO ZONING, BUILDING, PUBLIC WORKS, PARKING, FIRE AND POLICE ACCESS, HANDICAP ACCESS, LIFE SAFETY, SUBDIVISION AND SUBDIVISION SALES, AND HAZARDOUS MATERIALS, DANGEROUS, AND TOXIC SUBSTANCES, MATERIALS, CONDITIONS OR WASTE, INCLUDING, WITHOUT LIMITATION, THE PRESENCE OF HAZARDOUS MATERIALS IN, ON, UNDER OR ABOUT THE PROPERTY THAT WOULD CAUSE STATE OR FEDERAL AGENCIES TO ORDER A CLEAN UP OF THE PROPERTY UNDER ANY APPLICABLE LEGAL REQUIREMENTS; AND (B) ALL AGREEMENTS, COVENANTS, CONDITIONS, RESTRICTIONS (PUBLIC OR PRIVATE), CONDOMINIUM PLANS, DEVELOPMENT AGREEMENTS, SITE PLANS, BUILDING PERMITS, BUILDING RULES, AND OTHER INSTRUMENTS AND DOCUMENTS GOVERNING OR AFFECTING THE USE, MANAGEMENT, AND OPERATION OF THE PROPERTY.

Except as specifically set forth in this Agreement or any Closing Documents, Buyer acknowledges and agrees that it has not (and shall not) rely upon any statement and/or information from whomsoever made or given (including, but not limited to, any broker, attorney, agent, employee or other person representing or purporting to represent Seller) directly or indirectly, verbally or in writing, and Seller is not and shall not be liable or bound by any such statement and/or information.

Except as specifically set forth in this Agreement or any Closing Documents, Seller specifically disclaims any representation, warranty or guaranty with respect to the Property, express or implied, including, but not limited to, any representation or warranty as to the Property’s condition, fitness for a particular purpose, quality, freedom from defects or contamination (whether or not detectable by inspection), compliance with zoning or other legal requirements or as to the availability or existence of any utility or other governmental or private services or as to the amount of taxes assessed to the Property.

7.2

Release of Claims Under Environmental Laws. Buyer, on behalf of itself and all future owners and occupants of the Property, hereby waives and releases Seller from any claims arising out of the environmental condition of the Property and all claims under any applicable federal, state or local environmental laws (“Environmental Laws”). For purposes of this Agreement, the term “Environmental Laws” shall include, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), 42 U.S.C. § 9601 et seq. and the Resource Conservation and Recovery Act (“RCRA”), 42 U.S.C. § 6901 et seq., as amended from time to time; and any similar federal, state and local laws and ordinances and the regulations and rules implementing such statutes, laws and ordinances. The foregoing waiver and release shall survive Closing and delivery of the Deed.

SECTION 8

DUE DILIGENCE.

8.1

Seller’s Due Diligence Materials. As of the Effective Date, Seller has made available (either at a physical location or via electronic data room) to Buyer, a copy of the information set forth on Schedule 8.1 to facilitate Buyer’s due diligence review of the Property (the “Due Diligence Material”). Seller, however, shall have no liability with regard to such Due Diligence Material and shall not be required to update the Due Diligence Material or the information contained therein or provide any such Due Diligence Material that is not in Seller’s custody or control. Further, Seller makes no representation or warranty regarding the accuracy of the information contained in the Due Diligence Material and Seller shall have no obligation or liability with respect to any of the Due Diligence Material. Any costs associated with the Due Diligence Material beyond the first copy provided to Buyer incurred following a Buyer request will be at Buyer’s expense. Buyer acknowledges and agrees that all materials, data and information delivered by Seller to Buyer in connection with the transaction contemplated hereby are provided to Buyer as a convenience only and that any reliance on or use of such materials, data or information by Buyer shall be at the sole risk of Buyer, except as otherwise expressly stated herein.

8.2

Inspections; Review of Commitment and Survey.

During the period commencing on August 22, 2025 (the effective date of that certain Limited Right of Access Agreement between Buyer and Seller (the “Access Agreement”)) and expiring on September 26, 2025 (the “Due Diligence Period”), Seller shall permit Buyer and Buyer’s representatives to enter the Property at any time for the purpose of conducting inspections and investigations reasonably required by Buyer in order to determine the suitability of the Property for Buyer’s purposes (collectively, the “Inspections”).

Buyer’s Inspections may include, but are not limited to, any or all of the following: a review of Leases, structural and engineering inspections, and a Phase I environmental site assessment of the Property. Pursuant to Section 3.2 herein, Buyer shall also review the status of title to the Property as set forth in the Commitment and all matters relating to the Survey. Buyer shall promptly repair any damage to the Property attributable to the conduct of the Inspections, and shall promptly return the Property to substantially the same condition as existed prior to the conduct thereof. No Inspections shall be conducted without Seller’s approval as to the time and manner thereof, which approval shall not be unreasonably withheld, conditioned or delayed. At Seller’s request, any such Inspection shall be performed in the presence of a representative of Seller. Notwithstanding the foregoing or anything set forth herein to the contrary, Buyer shall not be permitted to perform any Phase II environmental assessments or any other tests if they require a physical alteration of the Property or any drilling, cutting, scraping or other invasive action without, in each case, first providing Seller with written notice thereof describing the nature and scope thereof, and without Seller’s express written consent thereto, which consent may be granted or denied in Seller’s sole and absolute discretion. Buyer’s Inspections shall be subject to any limitation under the Leases and Buyer shall use commercially reasonable efforts to ensure that its Inspections shall be performed in a manner which does not materially interfere with the use, operation, or enjoyment of the Property, including, but not limited to, the rights of any tenant on the Property.

As of the Effective Date, and subject to the provisions of Section 3.2(b), the Earnest Deposit shall be nonrefundable to Buyer except as otherwise described herein, but shall remain applicable to the Purchase Price at Closing.

Buyer hereby agrees to indemnify, defend and hold harmless Seller from and against any losses, liabilities, damages, costs or expenses (collectively the “Losses”) incurred by Seller as a result of Buyer’s exercise of the right of inspection granted under this Section except to the extent any Losses arise from or are related to (i) the gross negligence or intentional acts or willful misconduct of Seller or Seller’s directors, officers, employees, affiliates, partners, brokers, agents, investors, or other representatives, or (ii) the mere discovery by Buyer or Buyer’s agents and representatives of any pre-existing items or conditions at the Property which is not exacerbated by Buyer or Buyer’s agents and representatives. Buyer acknowledges and agrees that any such Inspections conducted by Buyer or Buyer’s agents and representatives shall be solely at the risk of Buyer. Buyer shall carry commercial general liability insurance covering all activities conducted by Buyer, its agents, contractors and engineers on the Property. Such insurance shall have limits of not less than One Million Dollars ($1,000,000.00) for personal injury to or death of any one person, Two Million Dollars ($2,000,000.00) for personal injury to or death of any number of persons in any one accident and One Million Dollars ($1,000,000.00) for property damage, and shall name Seller as an additional insured. Prior to any entry onto the Property by Buyer or its agents or representatives, and as a condition to Buyer’s right to enter onto the Property, Buyer shall provide proof of such insurance to Seller. All of the obligations of Buyer under this Section shall survive Closing or the termination of this Agreement.

8.3

Confidentiality. Buyer agrees that it shall treat all Due Diligence Material, Inspections reports and work product resulting from such Inspections as confidential materials and shall not disclose any portion thereof except: (i) to the extent necessary in connection with its evaluation of the Property; (ii) to the extent required by law; (iii) to Buyer’s mortgage lender(s) or investors, if any, involved in the transaction contemplated by this Agreement; or (iv) with the express written consent of Seller. If this Agreement terminates in accordance with the terms hereof, Buyer shall promptly return to Seller or destroy all Due Diligence Material it received and shall not retain any copies of the Due Diligence Material. Notwithstanding any provision in this Agreement to the contrary, neither Buyer nor Buyer’s agents shall contact any governmental authority regarding Buyer’s discovery of any Hazardous Substances (as hereinafter defined) on, or any environmental conditions at, the Property without Seller’s prior written consent thereto. In addition, if Seller’s consent is obtained by Buyer, Seller shall be entitled to receive at least five (5) business days prior written notice of the intended contact and to have a representative present when Buyer has any such contact with any governmental official or representative. For the purposes of this Agreement, the term “Hazardous Substances” shall have the same definition as is set forth in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. Sections 9601 et seq. (the “Superfund Act”); provided, however, that the definition of the term “Hazardous Substances” shall also include (if not included within the definition contained in the Superfund Act) petroleum and related byproducts, hydrocarbons, radon, asbestos, urea formaldehyde and polychlorinated biphenyl compounds. Buyer agrees that Seller may seek injunctive relief to prevent or limit an unauthorized disclosure of the Due Diligence Material, Inspections and reports and work product resulting from such Inspections and also may pursue any other remedies available under law or equity as a result of a breach or anticipated breach of this Section. All of the obligations of Buyer under this Section shall survive the termination of this Agreement.

SECTION 9

REPRESENTATIONS AND WARRANTIES.

9.1

By Seller. Seller represents and warrants to Buyer as of the Effective Date that:

Seller is a limited liability company duly organized and validly existing under the laws of the State of Delaware.

Seller has the capacity and authority to execute this Agreement and perform the obligations of Seller under this Agreement. All action necessary to authorize the execution, delivery and performance of this Agreement by Seller has been taken, and such action has not been rescinded or modified. Upon the execution of this Agreement, this Agreement will be legally binding upon Seller. The person signing this Agreement on behalf of Seller has been duly authorized to sign and deliver this Agreement on behalf of Seller.

To the actual knowledge of Seller, the execution and delivery of this Agreement and performance by Seller will not conflict with or result in a violation of, or breach of, or constitute a default under, any law or administrative regulation or any of the terms, conditions or provisions of any judgment, decree, loan agreement, bond, note, resolution, indenture, mortgage, deed of trust or other agreement or instrument to which it is a party and which affects the Property.

Seller is not a “foreign person” within the meaning of Section 1445 of the Internal Revenue Code.

To the actual knowledge of Seller and except as may be covered by Seller’s insurance policy, Seller has not received written notice of any legal actions, suits or similar proceedings pending and served against the Property, nor, to the actual knowledge of Seller, has any legal action, suit or similar proceeding been threatened in writing against the Property, within the twelve (12) month period prior to the Effective Date, which in any case, has not been cured, dismissed, settled or otherwise resolved.

To the actual knowledge of Seller, within the twenty-four (24) month period prior to the Effective Date, Seller has not received written notice of any pending actions, nor to Seller’s actual knowledge are there any threatened actions in writing, by any governmental authority having the power of condemnation or eminent domain which might result in all or any material portion of the Property or any interest therein being taken by eminent domain, condemnation or conveyed in lieu thereof, which in any case, has not been cured, dismissed, settled or otherwise resolved.

To the actual knowledge of Seller, within the twenty-four (24) month period prior to the Effective Date, Seller has received no written notice from any governmental authority alleging that the Property is in material violation of applicable laws, ordinances or regulations, which in any case, has not been cured, dismissed, settled or otherwise resolved.

Except as may otherwise be shown on the Commitment or Survey, to the actual knowledge of Seller, the Leases, Temporary Occupancy Agreements and Cable Agreements set forth on Exhibit “C” attached hereto constitute the only leases, licenses or other agreements to which Seller is a party for the use or occupancy of space within the Improvements on the Property as of the Effective Date.

To the actual knowledge of Seller, and except as disclosed in any environmental assessment or other environmental report or documentation included as part of the Due Diligence Material, Seller has not placed any Hazardous Material at, on, in or under the Property in violation of any Environmental Laws, and to the actual knowledge of Seller, within the twenty-four (24) month period prior to the Effective Date, and except as disclosed in any environmental site assessment or other environmental report or documentation included as part of the Due Diligence Material, Seller has received no written notice that the Property is in material violation of any Environmental Laws which has not been cured, dismissed, settled or otherwise resolved.

To the actual knowledge of Seller, Seller has not executed or entered into any other agreement to purchase, sell, option, lease or otherwise dispose of or alienate all or any portion of the Property other than this Agreement, the Leases and the Permitted Exceptions which remain binding upon Seller or the Property.

Except as provided in the Leases and on Schedule 5.7, as of the Effective Date, to the actual knowledge of Seller, no Leasing Incentives are payable in connection with the Leases.

Except as expressly provided in the Leases or disclosed in the Commitment, to the actual knowledge of Seller, there are no outstanding options, rights of first refusal, rights of first offer, conditional sales agreements or other similar agreements granting a right to purchase the Property.

There are no employment agreements to which Seller is a party which will be binding on Buyer after Closing.

Up until the date that is three (3) business days prior to Closing, Seller may update any of the representations and warranties in Section 9.1 that is inaccurate or incomplete as a result of a change of fact or circumstances (and not as a result of a representation or warranty otherwise being materially inaccurate as of the Effective Date or a representation or warranty becoming materially inaccurate after the Effective Date and prior to Closing due to a breach or default by Seller under this Agreement); provided that Seller’s right to update shall be conditioned upon Seller delivering written notice to Buyer of such change in facts or circumstances promptly upon discovery (each a “Permitted Update Notice”). Upon Seller’s delivery to Buyer of any Permitted Update Notice, the representation and warranty described in such Permitted Update Notice shall be deemed updated and/or revised as described in the Permitted Update Notice, and Buyer may elect to either (a) proceed to Closing, or (b) terminate this Agreement by delivery of written notice to Seller, in which event the Earnest Deposit shall be returned to Buyer by the Escrow Agent, and neither party hereto shall have any further rights or obligations hereunder except for obligations and indemnities which expressly survive termination of this Agreement, and Buyer expressly waives the right to sue Seller for damages. In the event that any representation or warranty by Seller in Section 9.1 above is materially inaccurate as of the Closing Date (as disclosed to Buyer or as otherwise known by Buyer prior to Closing), and if such material inaccuracy is the result of either: (i) such representation or warranty otherwise being materially inaccurate as of the Effective Date; or (ii) such representation or warranty becoming materially inaccurate after the Effective Date and prior to Closing due to a breach or default by Seller under this Agreement; then only under such circumstances shall Buyer, as its sole and exclusive remedy, have the right to terminate this Agreement, in which event the Earnest Deposit shall be returned to Buyer by the Escrow Agent, Seller shall pay Buyer all of Buyer’s actual out-of-pocket costs, including reasonable attorneys’ fees, incurred in connection with this Agreement not to exceed the Damages Cap (as hereinafter defined) in the aggregate, and neither party hereto shall have any further obligations hereunder except for such obligations and indemnities which expressly survive the termination of this Agreement, and Buyer expressly waives the right to sue Seller for damages. Buyer may bring an action or proceeding alleging the untruth, inaccuracy or breach of any such warranties, representations and agreements that expressly survive Closing as provided for herein within the Survival Period, and the warranties, representations and agreements at issue will survive until full and final determination of the action or proceeding. However, if Buyer proceeds to Closing with actual knowledge, or knowledge Buyer should reasonably have deemed to possess pursuant to its due diligence or Inspections of the Property, of any such untruth, inaccuracy or breach of any warranty, representation or agreement, Buyer is deemed to have waived any claims with respect to each such warranty, representation or agreement. Subject to the limitations in this paragraph, following Closing, Seller shall reimburse Buyer’s damages arising out of any untruth, inaccuracy or breach of any surviving warranty, representation or agreement hereunder, provided, however, that: (i) the valid claims for all such breaches hereunder aggregate to more than One Hundred Twenty-five Thousand and 00/100 Dollars ($125,000.00) (the “Floor”); (ii) written notice containing a description of the specific nature of such breach shall have been given by Buyer to Seller after the Closing Date and prior to the expiration of the Survival Period; and (iii) in no event shall Seller’s aggregate liability to Buyer for all breaches of surviving warranties, representations and agreements hereunder exceed the Liability Cap. The warranties, representations and agreements of Seller as set forth in this Section 9.1 shall survive Closing and delivery of the Deed to Buyer for a period of two hundred seventy (270) days (the “Survival Period”) after the Closing Date. As used in this Agreement, any and all references to “Seller’s knowledge,” “Seller’s actual knowledge” or phrases of similar import shall mean the conscious awareness of facts or other relevant information, without investigation or inquiry, by Bryan Gardell and Matthew Kolan (Senior Regional Property Manager).

As used in this Agreement, any and all references to “Buyer’s knowledge,” “Buyer’s actual knowledge” or phrases of similar import shall mean (i) all matters or information disclosed in this Agreement or in any exhibit or schedule to this Agreement; (ii) any matters or information provided by Seller and Seller’s affiliates, agents, representatives or attorneys with respect to the Property through e-mail correspondence or other means of written communication (in whatever form or medium) to the Buyer or Buyer's representatives, or by access to any documents located in a file sharing website prior to the expiration of the Due Diligence Period or the Closing Date; (iii) any other matter or information disclosed in the Commitment or Survey and any updates to the Commitment and Survey and any third party reports ordered and received by Buyer and its affiliates and agents, and (iv) any other matter, information, fact or circumstance of which Buyer has actual knowledge. Furthermore, Buyer shall be deemed to have actual knowledge of all matters arising and/or disclosed in any tenant estoppel certificates or any Seller Estoppels delivered to Buyer at or prior to Closing (or following Closing, if Seller delivered a Seller Estoppel pursuant to Section 6.3(c) hereof), and Seller’s representation and warranties as contained herein shall be deemed automatically updated to reflect all such matters arising and/or disclosed in any tenant estoppel certificates or Seller Estoppels upon delivery of such tenant estoppel certificates or Seller Estoppels to Buyer. This Section 9.1 shall survive Closing as described above and not be merged therein.

9.2

By Buyer. Buyer represents and warrants to Seller as of the Effective Date that:

Buyer is duly created and validly existing pursuant to the laws of the jurisdiction of its organization and is, or will be as of the Closing Date, duly qualified to do business in the jurisdiction in which the Property is situated if and to the extent that such qualification is required.

Buyer has the capacity and authority to execute this Agreement and perform the obligations of Buyer under this Agreement. All action necessary to authorize the execution, delivery and performance of this Agreement by Buyer has been taken, and such action has not been rescinded or modified. Upon the execution of this Agreement, this Agreement will be legally binding upon Buyer. The person signing this Agreement on behalf of Buyer has been duly authorized to sign and deliver this Agreement on behalf of Buyer.

Buyer is not subject to any judgment or decree of a court of competent jurisdiction or governmental agency that would limit or restrict Buyer’s right to enter into and carry out this Agreement.

Neither the execution of this Agreement nor the consummation of the transactions contemplated herein by Buyer will constitute a breach under any contract or agreement to which Buyer is a party or by which Buyer is bound or affected.

None of the funds to be used for payment by Buyer of the Purchase Price will be subject to 18 U.S.C. §§ 1956-1957 (Laundering of Money Instruments), 18 U.S.C. §§ 981-986 (Federal Asset Forfeiture), 18 U.S.C. §§ 881 (Drug Property Seizure), Executive Order Number 13224 on Terrorism Financing, effective September 24, 2001, or the United and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, H.R. 3162, Public Law 107-56 (the “USA Patriot Act”)

Buyer is not, and will not become, a person or entity with whom U.S. persons are restricted from doing business with under the regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of Treasury (including those named on OFAC’s Specially Designated and Blocked Persons list) or under any statute, executive order (including the September 24, 2001 Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism), the USA Patriot Act, or other governmental action.

Buyer shall fully disclose to Seller, immediately upon Buyer’s becoming aware of its occurrence, any change in facts or circumstances of which Buyer becomes aware prior to the Closing that may affect the representations and warranties set forth above. In the event that any representation or warranty by Buyer is not accurate as of the Closing, Seller, as its sole and exclusive remedy, shall have the right to terminate this Agreement, in which event the Earnest Deposit shall be delivered and paid to Seller by the Escrow Agent and neither party hereto shall have any further obligations hereunder except for such obligations and indemnities which expressly survive the termination of this Agreement, and Seller expressly waives the right to sue Buyer for damages.

SECTION 10

DEFAULT.

10.1

Seller Default. Notwithstanding any provision in this Agreement to the contrary, if Closing does not occur by reason of a material default by Seller which continues for two (2) business days after written notice from Buyer, then Buyer shall have the right, as Buyer’s sole and exclusive remedy, to elect to either: (i) terminate this Agreement, in which event Buyer shall receive the Earnest Deposit, Seller shall pay Buyer all of Buyer’s actual out-of-pocket costs, including reasonable attorneys’ fees, incurred in connection with the transactions contemplated by this Agreement in an amount not to exceed One Hundred Forty Thousand and 00/100 Dollars ($140,000.00) (the “Damages Cap”) in the aggregate, within thirty (30) days of Seller’s receipt of written demand therefor with reasonable supporting evidence, and neither of the parties hereto shall have any further rights or obligations hereunder except for obligations that specifically survive the termination; or (ii) enforce specific performance of this Agreement, provided that such action must be commenced within sixty (60) days following Buyer’s discovery of Seller’s material default under this Agreement. No other remedy or relief shall be available to Buyer, and Buyer hereby waives any and all other remedies, including the right to sue Seller for damages.

10.2

Buyer Default. Notwithstanding any provisions of this Agreement to the contrary, if Buyer breaches or defaults under this Agreement, or if Buyer otherwise fails to timely close this transaction for reasons other than Seller’s default or the failure of any of the express conditions to Buyer’s performance, and if such breach, default and/or failure by Buyer continues and is not fully cured within two (2) business days after written notice from Seller, then this Agreement shall terminate, and the Earnest Deposit shall be delivered to Seller as agreed-upon liquidated damages as Seller’s sole remedy. Seller and Buyer acknowledge that: (i) it would be impossible to accurately determine Seller’s damages in the event of Buyer’s default; (ii) the Earnest Deposit is fair and equitable; and (iii) Seller expressly waives the right to exercise any and all other rights available at law or in equity.

The limitation of damages set forth herein shall not apply to any indemnities, covenants or obligations of Buyer which expressly survive either the termination of this Agreement or Closing, for which Seller shall be entitled to all rights and remedies available at law or in equity.

SECTION 11

CONDITIONS PRECEDENT.

11.1

Conditions Precedent to Buyer’s Obligations. The obligation of Buyer to cause the transaction contemplated herein to be consummated is subject to the satisfaction of the following conditions on or prior to the Closing Date:

The Title Company can and will issue the Title Policy in accordance with the applicable Commitment and subject only to the Permitted Exceptions, upon payment of the applicable premiums and charges with respect thereto and compliance with the conditions set forth in the applicable Commitment.

Seller shall have delivered to Buyer the Required Estoppels via email.

Title Company shall be willing to issue the Title Policy subject only to the Permitted Exceptions.

All of the representations and warranties of each Seller contained in this Agreement shall be true and correct in all material respects as of: (i) the Effective Date; and (ii) the Closing Date as if made originally on the Closing Date, subject to the provisions of Section 9.1.

Seller shall have executed and delivered all documents required to be executed and delivered by Seller under this Agreement.

Purpose of Conditions Precedent. The obligation of Buyer to close the transactions contemplated herein is subject to the express conditions precedent set forth in this Section 11.1, each of which is for the sole benefit of Buyer and may be waived at any time by written notice thereof from Buyer to Seller. The waiver of any particular condition precedent shall not constitute the waiver of any other such condition. In the event of the failure of any such condition precedent on the then-scheduled Closing Date (subject to the exercise of any extension rights expressly set forth herein), provided Buyer is not in material default of its obligations hereunder, Buyer may elect as its sole remedy, in its sole discretion, to terminate this Agreement, in which event Buyer shall receive a refund of the Earnest Deposit and none of the parties hereto shall have any further rights or obligations hereunder except for obligations that specifically survive the termination of this Agreement.

11.2

Conditions Precedent to Seller’s Obligations. The obligation of Seller to cause the transaction contemplated herein to be consummated is subject to satisfaction of the following conditions on or prior to the Closing Date:

All of the representations and warranties of Buyer contained in this Agreement shall have been true, correct and complete in all material respects as of the Effective Date and on the Closing Date, as if made originally on the Closing Date.

Title Company shall be willing to issue the Title Policy subject only to the Permitted Exceptions.

Buyer shall have deposited into escrow with the Escrow Agent the Purchase Price in immediately available funds for disbursement to Seller in accordance with the terms of this Agreement.

Buyer shall have executed and delivered all documents required to be executed and delivered by Buyer under this Agreement.

Buyer shall perform, observe and comply in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, observed and complied with on its part prior to or as of Closing hereunder, including, without limitation, the delivery of all documents and other items to be delivered under this Agreement.

Purpose of Conditions Precedent. The obligation of Seller to close the transaction contemplated herein is subject to the express conditions precedent set forth in this Section 11.2, each of which is for the sole benefit of Seller and may be waived at any time by written notice thereof from Seller to Buyer. The waiver of any particular condition precedent shall not constitute the waiver of any other such condition. In the event of the failure of a condition precedent on the then-scheduled Closing Date (subject to the exercise of any extension rights expressly set forth herein), provided Seller is not in material default of its obligations hereunder, Seller may elect, in its sole discretion, to terminate this Agreement, in which event Buyer shall receive a refund of the Earnest Deposit and none of the parties hereto shall have any further rights or obligations hereunder except for obligations that specifically survive the termination of this Agreement.

SECTION 12

BROKERS. Buyer and Seller each represent and warrant that they have not been represented by any broker in connection with the sale of the Property other than Chris Munley and Colin Behr of CBRE (collectively, the “Broker”), and no commissions or fees are due to any other broker or finder by reason of either party’s actions in this matter. Seller shall pay Broker pursuant to a separate commission agreement with CBRE. Buyer and Seller shall each be responsible for all liability, if any, for any broker or finder fees payable with respect to the sale of the Property that are attributable to its actions. Seller and Buyer shall and do each hereby indemnify, defend and hold harmless the other from and against the claims, demands, actions and judgments of any and all brokers, agents and other persons or entities alleging a commission, fee or other payment to be owing by reason of their respective dealings, negotiations or communications in connection with this Agreement or the purchase and sale of the Property. The indemnity obligations in this Section shall survive the termination of this Agreement or the Closing.

SECTION 13

EMINENT DOMAIN. In the event of the taking of, in Seller’s reasonable judgment, any portion of the Property, the value of which exceeds fifteen percent (15%) of the Purchase Price, by eminent domain for any public or quasi-public use, or if notice of intent of a taking or a sale in lieu of taking is received by Seller or Buyer, at or prior to the Closing, Buyer shall have the right, to be exercised within fifteen (15) days after notice of such taking by written notice to Seller, to terminate this Agreement, in which event Buyer shall receive the Earnest Deposit and neither of the parties hereto shall have any further rights or obligations hereunder except for obligations that specifically survive the termination.

In the event this Agreement is not terminated, Buyer shall consummate this transaction on the Closing Date (with no reductions in the Purchase Price), and Buyer shall be entitled to participate in any such condemnation or eminent domain proceedings and to receive all of the proceeds attributable to any portion of the Property to be conveyed to Buyer. For clarity, Buyer and Seller acknowledge and agree that in the event Seller delivers notice to Buyer in accordance with the foregoing Section 13, in no event shall such notice of any new taking or intent of taking by eminent domain for any public or quasi-public use constitute a breach by Seller of Section 9.1(f) above, and Seller shall have no liability to Buyer therefor; provided, however, Buyer shall retain its rights under this Section 13.

SECTION 14

CASUALTY. If prior to the Closing Date, in Seller’s reasonable judgment, any portion of the Property, the value of which exceeds fifteen percent (15%) of the Purchase Price, are destroyed by fire or other casualty, Seller shall notify Buyer in writing of such fact (which writing shall detail the amount of insurance recoverable) and Buyer shall have the option to terminate this Agreement upon notice to Seller given within fifteen (15) days after Buyer’s receipt of Seller’s written notice aforesaid. Upon such termination, the Escrow Agent shall return the Earnest Deposit to Buyer, this Agreement shall terminate and neither party shall have any further obligation or liability to the other. In the event Buyer does not so elect to terminate this Agreement as aforesaid, or there is damage to or destruction of less than fifteen percent (15%) of the Property, Seller shall assign to Buyer any insurance claims, upon the written consent of the applicable insurer, and the amount of any deductible shall be subtracted from the Purchase Price and Buyer shall acquire the Property pursuant to this Agreement without any other reduction in the Purchase Price. In the event the applicable insurer will not consent to the assignments of any insurance claim to Buyer, Seller shall pursue the applicable insurance claim on behalf of Buyer (and Buyer shall assist Seller as reasonably requested by Seller) and will turn over insurance proceeds from such claim to Buyer, less any actual expenses of Seller’s pursuit of such insurance claim, upon Seller’s receipt of same.

SECTION 15

MISCELLANEOUS.

15.1

Governing Law. This Agreement shall be governed by the laws of the State where the Property is located, without regard to rules regarding conflicts of laws.

15.2

Counterparts; Electronic Signatures. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document. Signatures delivered by PDF or DocuSign (or any other reputable electronic platform) shall be sufficient to bind the parties hereto.

15.3

15.4

Any waiver of any provision of this Agreement, or any right or remedy, given on any one or more occasions shall not be deemed a waiver with respect to any other occasion.

15.5

Parties Bound. This Agreement shall be binding upon and inure to the benefit of the heirs, executors, successors, and assigns of the parties hereto.

15.6

Assignment. Buyer may not assign its rights and obligations under this Agreement without Seller’s prior written consent; provided, however, at and concurrently with a Closing hereunder, Buyer may assign its rights and obligations under this Agreement without the consent of Seller, provided and on the condition that: (i) Buyer shall have given Seller written notice of the assignment and the identity of the assignee at least seven (7) days prior to Closing; (ii) Buyer or a principal of Buyer shall own a controlling interest in the assignee; and (iii) such assignee shall have assumed Buyer’s obligations hereunder by a written instrument of assumption in form and substance reasonably satisfactory to Seller. Notwithstanding any such assignment, Buyer shall nevertheless remain liable for all of Buyer’s obligations hereunder. Buyer and any assignee of Buyer shall be responsible for all fees, costs and expenses arising out of or otherwise in connection with any assignment of this Agreement by Buyer, and Seller shall have no liability or responsibility for any such fees, costs or expenses; and Buyer and any assignee of Buyer agree to indemnify Seller from and against all such fees, costs or expenses, which obligation shall survive Closing or any termination of this Agreement.

15.7

If to Seller: SCC Nassau Park Pavilion NJ LLC

3300 Enterprise Parkway

Beachwood, Ohio 44122

Attn: Bryan Gardell

E-mail: bgardell@sitecenters.com

With a copy to: SCC Nassau Park Pavilion NJ LLC

3300 Enterprise Parkway

Beachwood, Ohio 44122

Attn: Amanda Seewald, Associate General Counsel

E-mail: aseewald@sitecenters.com

And with a copy to: Benesch Friedland Coplan & Aronoff LLP

127 Public Square, Suite 4900

Cleveland, Ohio 44114

Attn: Michael K. Swearengen

E-mail: mswearengen@beneschlaw.com

If to Buyer: B33 RE Partners Investments III LLC 601 Union Street, Suite 1115

Two Union Square

Seattle, WA 98101

Attn: Joel Staffilino

E-mail: joel.staffilino@bridge33capital.com

With a copy to: Polsinelli PC

900 West 48th Place, Suite 900

Kansas City, Missouri 64112

Attn: Genni Ramsey

E-mail: gramsey@polsinelli.com

Any notice that may be given by a party to this Agreement may also be given on behalf of such party by the legal counsel representing such party in this transaction and such notice shall be valid to the same extent as if it were given directly by the represented party.

15.8

Section Headings. The captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement.

15.9

15.10

15.11

Confidentiality; Public Disclosure.

Except as permitted in Section 15.11(b), without the prior written consent of Seller, (i) Buyer will not disclose to any person, other than their legal counsel, a proposed lender, or as otherwise contemplated herein, either the fact that this Agreement has been entered into or any of the terms, conditions or other facts with respect thereto, including the status thereof; provided, that Buyer hereto may make such disclosure if compelled by court order or to comply with the requirements of any law, governmental order or regulation; and (ii) Buyer will not make any public disclosure or issue any press release pertaining to the existence of this Agreement, or to the proposed acquisition of the Property, except as required by law.

On or after the Closing Date, Buyer and Seller may each issue a press release with respect to this Agreement and the matters contemplated hereby without the consent of the other. In connection with the foregoing, the issuing party shall endeavor to provide an advance written copy of such press release to the other party.

15.12

Termination of Service Contracts. On or before the Closing Date, Seller shall terminate all service contracts at Seller’s sole cost and expense.

15.13

15.14

Construction. This Agreement shall not be construed more strictly against one party than against the other merely by virtue of the fact that it may have been prepared by counsel for one of the parties hereto, it being recognized that both Seller and Buyer have contributed substantially and materially to the preparation of this Agreement.

15.15

No Recording. Neither this Agreement nor any memorandum or short form thereof may be recorded by Buyer.

15.16

Third Party Beneficiary. The provisions of this Agreement are not intended to benefit any parties other than Seller and Buyer.

15.17

1031 Exchange. If so requested by either party, the other party will cooperate in structuring and completing this transaction for the requesting party so as to effect a like kind exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended. In particular, such other party will consent to the assignment by the requesting party prior to the Closing hereunder of its rights hereunder to a “qualified intermediary” or other third party for such purposes. The foregoing notwithstanding, in connection with any such exchange, neither party shall have any obligation to acquire title to any real property nor to enter into any contract: (i) that may create or impose upon such party any non-monetary obligation or negative covenant; (ii) that does not provide that the sole and exclusive remedy of any seller for a breach shall be to retain as liquidated damages the deposit paid to said seller; or (iii) that requires such party to execute any mortgage, deed of trust or similar financing instrument. It is further agreed that: (1) neither party shall assume any responsibility for the tax consequences to any other party arising out of any exchange effected pursuant to this Section; (2) the requesting party shall reimburse the other party for all additional costs and expenses (including reasonable attorney’s fees) incurred by such other party in connection with any such exchange; and (3) the requesting party shall indemnify and hold the other party harmless from and against any and all loss, cost, damage, expense or other liability (including reasonable attorneys’ fees) that such other party may incur or suffer in the performance of its obligations under this Section.

15.18

Business Day. As used herein, a business day shall mean any day other than Saturday, Sunday or other day that commercial banks in the State in which the Property is located are authorized or required to close under applicable law. Notwithstanding the foregoing, Buyer and Seller expressly acknowledge and agree that the Friday after Thanksgiving shall in no event be deemed a business day under this Agreement. In the event that the expiration of any time period hereunder, including, without limitation, the Due Diligence Period shall expire on a non-business day, then such time period shall be extended until the close of business on the next following business day.

15.19

State-Specific Provisions.

ISRA Compliance. Seller and Buyer hereby acknowledge that the transfer of the Property may trigger the notification, filing and other requirements of the New Jersey Industrial Site Recovery Act, as defined in N.J.S.A. 13:1K-6 et. seq., and the rules and regulations promulgated thereunder (“ISRA”).

If Seller and Buyer determine that ISRA is applicable to the subject transaction, then Seller and Buyer agree to cooperate with each other regarding Seller’s obligation to comply with the terms of ISRA, including, without limitation, Seller making such filings as may be required to comply with the notice and transfer obligations of ISRA. As a condition precedent to Buyer’s obligation to proceed to Closing, Seller shall at its sole cost and expense, comply with ISRA, if applicable.

Bulk Sales. No later than fifteen (15) Business Days prior to the Closing Date, Buyer shall file a bulk sale transfer notice (the “Bulk Sale Notice”) with, and in the form prescribed by, the State of New Jersey Department of Treasury Division of Taxation ("DOT") and will provide Seller with a copy of the Bulk Sale Notice; provided, however, that Seller shall provide to Buyer all Seller-related information required to prepare and file the Bulk Sale Notice. Following the filing of the Bulk Sale Notice, Buyer and Seller shall cooperate with each other and the DOT to confirm that the DOT has sufficient information to either issue a letter calling for the establishment of the Tax Escrow (as defined below) or a clearance letter stating that no such escrow is required. If, at any time prior to Closing, the DOT informs Buyer that DOT requires an escrow to be established for a possible claim for taxes of any nature imposed or to be imposed on Seller, including any interest or penalties thereon, any cost or fees imposed by the DOT related thereto and any tax on the gain from the sale of the Premises and the amount of such escrow (the “Deficiency”), then Buyer and Seller shall proceed to the Closing as scheduled and without delay, and Escrow Agent shall withhold the portion of the Purchase Price equal to the amount of the Deficiency, which amount so withheld shall be placed in an escrow account (the “Tax Escrow”), to be held pursuant to an escrow agreement in form and substance reasonably acceptable to Seller, Buyer, and Escrow Agent. If, after Closing, the DOT or Seller requests that Buyer pay all or any portion of the Deficiency on behalf of Seller, then Buyer shall direct Escrow Agent to, and Escrow Agent shall, promptly release (i) to the DOT such amount from the Tax Escrow and (ii) the difference, if any, to Seller. If DOT informs Buyer that the Deficiency has been fully paid or that Buyer has no further liability for the Deficiency, then Buyer shall notify Seller and direct Escrow Agent to, and Escrow Agent shall, promptly release any funds in the Tax Escrow to Seller. The provisions of this Section shall survive the Closing.

Flood Risk Disclosure. No later than five (5) Business Days following the Effective Date, Seller shall deliver to Buyer a flood risk disclosure statement in compliance with, and in the form prescribed by, N.J.S.A. 56:8-19.2. Notwithstanding the foregoing, Buyer acknowledges that Buyer shall independently, as a part of its due diligence, undertake a flood hazard search of the Property and, if applicable, an investigation of the availability of flood insurance for the Property.

[Signatures Appear on Following Pages]

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

SELLER:

SCC NASSAU PARK PAVILION NJ LLC,

a Delaware limited liability company

By: /S/ John M. Cattonar_

John M. Cattonar

Executive Vice President

BUYER:

B33 NASSAU PARK PAVILION III LLC, The undersigned agrees to act as the Title Company and Escrow Agent for the transaction described in the above Agreement as provided herein.

a Delaware limited liability company

By: /S/_Jahan Moslehi
Name: Jahan Moslehi
Title: Managing Principal

ESCROW CONSENT AND ACKNOWLEDGMENT

The undersigned agrees to hold and deliver the Initial Deposit and the Additional Deposit (if applicable) in accordance with the terms of this Agreement.

FIRST AMERICAN TITLE INSURANCE COMPANY

Escrow No.

Rebecca Groetsch (Print Name)

Authorized Representative

Date: September 18, 2025

EX-10.4 5 sitc-ex10_4.htm EX-10.4 EX-10.4

Exhibit 10.4

FIRST AMENDMENT TO PURCHASE AGREEMENT

(Nassau Park Pavilion, Princeton, New Jersey)

NCS-1275402-CLE By:/S/ Rebecca Groetsch THIS FIRST AMENDMENT TO PURCHASE AGREEMENT (this “Amendment”) is made effective as of September 30, 2025 (the “Amendment Effective Date”) by and between SCC NASSAU PARK PAVILION NJ LLC, a Delaware limited liability company (“Seller”), and B33 NASSAU PARK PAVILION III LLC, a Delaware limited liability company (“Buyer”).

RECITALS:

A. Seller and Buyer entered into that certain Purchase Agreement dated as of September 18, 2025 (“Original Purchase Agreement”) with respect to certain real property consisting of approximately 159.0 acres of land situated generally at 510 Nassau Park Blvd. in the Township of West Windsor, Mercer County, New Jersey, as more particularly described in the Original Purchase Agreement (collectively, the “Property”).

B. By exchange of e-mails on September 26, 2025, and again on September 29, 2025, Buyer and Seller agreed to extend the Due Diligence Period to 5:00 p.m. Eastern Time on September 30, 2025 (the “DDP Extension”).

C. Seller and Buyer desire to amend the Original Purchase Agreement as set forth in this Amendment.

In consideration of the mutual promises and covenants contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer hereby amend the Original Purchase Agreement and agree as follows:

Incorporation of Recitals; Defined Terms. The foregoing Recital paragraphs are hereby incorporated into this Amendment as if fully set forth herein. All capitalized terms used as defined terms in this Amendment and not otherwise defined in this Amendment shall have the meaning ascribed to such terms in the Original Purchase Agreement. The Original Purchase Agreement, as amended by this Amendment, is sometimes referred to herein as the “Amended Purchase Agreement”. Notwithstanding anything to the contrary, the parties hereby confirm (a) the DDP Extension stated in the Recitals, and (b) that the Due Diligence Period shall be deemed expired upon execution of this Amendment by Buyer and Seller. Further, the provisions of this Amendment shall survive Closing.

Leasing Incentives. Schedule “5.7” attached to the Original Purchase Agreement is hereby deleted and replaced by the revised Schedule “5.7” attached to this Amendment (“Revised Schedule “5.7” “). All references to Schedule “5.7”in the Amended Purchase Agreement shall be deemed to mean Revised Schedule “5.7”.

Holdback Escrows.

(a) At Closing, Seller shall establish the escrows set forth in this Section 3 as a holdback of sale proceeds otherwise payable to Seller at Closing (collectively, the “Holdback Escrows”), with such escrowed funds to be held and disbursed as provided in this Section 3 and the terms of the Holdback Escrow Agreement (hereinafter defined).

The Escrow Agent shall serve as the escrow agent for holding and disbursing the Holdback Escrows. At Closing, Buyer, Seller and Escrow Agent shall execute and deliver an escrow agreement in a form reasonably acceptable to Seller, Buyer, and Escrow Agent (the “Holdback Escrow Agreement”).

(b) Bang Cookies Rent Escrow. At Closing, Seller shall deposit into escrow the sum of Forty-Eight Thousand Two Hundred Twenty-Four and 00/100 Dollars ($48,224.00) (“Bang Rent Escrow”), representing twelve (12) months of base rent payable under the Lease with the Tenant commonly known as Bang Cookies (“Bang”) (such Lease, the “Bang Lease”). Commencing on the Closing Date and then recurring on the first day of the each calendar month thereafter, Buyer shall have the right to make monthly draws on the Bang Rent Escrow in an amount equal to Four Thousand Eighteen and 67/100 Dollars ($4,018.67) each, prorated for any partial month. Buyer shall have the right to make such monthly draws until the earlier of the following events: (i) the disbursement to Buyer of all of the funds in the Bang Rent Escrow, and (ii) the date that Bang begins making payments of base rent under the Bang Lease (“Actual Rent Commencement Date”). If the Actual Rent Commencement Date occurs before all of the funds in the Bang Rent Escrow have been disbursed to Buyer, then the remaining balance of the Bang Rent Escrow shall be disbursed to Seller. The disbursement of the Bang Rent Escrow shall be made in accordance with the terms of the Holdback Escrow Agreement.

(c) Bang Cookies TI Escrow. At Closing, Seller shall deposit into escrow the sum of Fifty-Two Thousand Seven Hundred Forty-Five and 00/100 Dollars ($52,745.00) (“Bang TI Escrow”). If Bang fails to open for business under the Bang Lease and begin paying rent under the Bang Lease on or before the first anniversary of the Closing, then the Bang TI Escrow shall be disbursed to Buyer. If Bang opens for business under the Bang Lease and begins paying rent under the Bang Lease on or before the first anniversary of the Closing, then the Bang TI Escrow shall be disbursed to Seller.

(d) Mezeh Rent Escrow. At Closing, Seller shall deposit into escrow the sum of One Hundred Fifteen Thousand Fifty and 00/100 Dollars ($115,050.00) (“Mezeh Rent Escrow”), representing twelve (12) months of base rent payable under the Lease with the Tenant commonly known as Mezeh Grill (“Mezeh”) (such Lease, the “Mezeh Lease”). If Mezeh continues to pay its monthly base rent under the Mezeh Lease for the period of ninety (90) days after Closing (the “Mezeh Deadline”), then the full amount of the Mezeh Rent Escrow shall be disbursed to Seller. If, by the Mezeh Deadline, Mezeh has failed to open for business under the Mezeh Lease and has stopped paying rent under the Mezeh Lease, then Buyer shall have the right to make monthly draws on the Mezeh Rent Escrow as provided in this Section 3(d). If Buyer becomes entitled to make monthly draws on the Mezeh Rent Escrow as aforesaid, then, commencing on the Mezeh Deadline and then recurring on the first day of each calendar month thereafter, Buyer shall have the right to make monthly draws on the Mezeh Rent Escrow in an amount equal to Nine Thousand Five Hundred Eighty-Seven and 50/100 Dollars ($9,587.50) each, prorated for any partial month. Buyer shall have the right to make such monthly draws until the earlier of the following events: (i) the disbursement to Buyer of all of the funds in the Mezeh Rent Escrow, and (ii) the date that Mezeh opens for business under the Mezeh Lease and resumes payment of base rent under the Mezeh Lease (such date, the “Mezeh Rent/Opening Date”). If the Mezeh Rent/Opening Date occurs before all of the funds in the Mezeh Rent Escrow have been disbursed to Buyer, then the remaining balance of the Mezeh Rent Escrow shall be disbursed to Seller. The disbursement of the Mezeh Rent Escrow shall be made in accordance with the terms of the Holdback Escrow Agreement.

(e) Mezeh TI Escrow. At Closing, Seller shall deposit into escrow the sum of One Hundred Sixty-One Thousand Seventy and 00/100 Dollars ($161,070.00) (“Mezeh TI Escrow”), to be held and disbursed as follows:

(i) If Mezeh (x) delivers a Tenant Estoppel and claims on its Tenant Estoppel that Mezeh is owed a tenant improvement allowance under the Mezeh Lease (such claim, the “Mezeh TI Estoppel Claim”), and (y) opens for business under the Mezeh Lease by the Mezeh Deadline, then the amount of the Mezeh TI Estoppel Claim shall be disbursed to Buyer out of the Mezeh TI Escrow, not to exceed the amount of the Mezeh TI Escrow, and the balance of any funds remaining in the Mezeh TI Escrow shall be disbursed to Seller.

(ii) If Mezeh (x) delivers a Tenant Estoppel containing a Mezeh TI Estoppel Claim, and (y) Mezeh fails to open for business under the Mezeh Lease within ninety (90) days after Closing, then the sum equal to the greater of (1) the Mezeh Estoppel Claim (but not to exceed the amount of the Mezeh TI Escrow) or (2) Eighty Thousand Five Hundred Thirty-five and 00/100 Dollars ($80,535.00) shall be disbursed to Buyer out of the Mezeh TI Escrow, and the balance of the funds in the Mezeh TI Escrow shall be disbursed to Seller.

(iii) If Mezeh (x) does not deliver a Tenant Estoppel or does not make a Mezeh TI Estoppel Claim, and (y) opens for business under the Mezeh Lease by the Mezeh Deadline, then the full amount of the Mezeh TI Escrow shall be disbursed to Seller.

(iv) If Mezeh (x) does not deliver a Tenant Estoppel or does not make a Mezeh TI Estoppel Claim, and (y) Mezeh fails to open for business under the Mezeh Lease by the Mezeh Deadline, then the sum of Eighty Thousand Five Hundred Thirty-five and 00/100 Dollars ($80,535.00) shall be disbursed to Buyer out of the Mezeh TI Escrow, and the balance of the funds in the Mezeh TI Escrow shall be disbursed to Seller.

(f) Good Feet Rent Escrow. At Closing, Seller shall deposit into escrow the sum of Seventy-Seven Thousand Six Hundred and 00/100 Dollars ($77,600.00) (“Good Feet Rent Escrow”), representing twelve (12) months of base rent payable under the Lease with the Tenant commonly known as The Good Feet Store (“Good Feet”) (such Lease, the “Good Feet Lease”). If Good Feet continues to pay its monthly base rent under the Good Feet Lease for the period of ninety (90) days after Closing (the “Good Feet Deadline”), then the full amount of the Good Feet Rent Escrow shall be disbursed to Seller. If, by the Good Feet Deadline, Good Feet has failed to open for business under the Good Feet Lease and has stopped paying rent under the Good Feet Lease, then Buyer shall have the right to make monthly draws on the Good Feet Rent Escrow as provided in this Section 3(f). If Buyer becomes entitled to make monthly draws on the Good Feet Rent Escrow as aforesaid, then, commencing on the

Good Feet Deadline and then recurring on the first day of each calendar month thereafter, Buyer shall have the right to make monthly draws on the Good Feet Rent Escrow in an amount equal to Six Thousand Four Hundred Sixty-Six and 67/100 Dollars ($6,466.67) each, prorated for any partial month. Buyer shall have the right to make such monthly draws until the earlier of the following events: (i) the disbursement to Buyer of all of the funds in the Good Feet Rent Escrow, and (ii) the date that Good Feet opens for business under the Good Feet Lease and resumes payment of base rent under the Good Feet Lease (such date, the “Good Feet Rent/Opening Date”). If the Good Feet Rent/Opening Date occurs before all of the funds in the Good Feet Rent Escrow have been disbursed to Buyer, then the remaining balance of the Good Feet Rent Escrow shall be disbursed to Seller. The disbursement of the Good Feet Rent Escrow shall be made in accordance with the terms of the Holdback Escrow Agreement.

Paris Baguette TI Requests. Revised Schedule “5.7” includes a tenant improvement allowance for the Tenant commonly known as Paris Baguette (“Paris TI Allowance”). Notwithstanding any provision of the Amended Purchase Agreement to the contrary, the Paris TI Allowance shall be credited to Buyer at Closing only if Paris Baguette delivers a Tenant Estoppel and claims on its Tenant Estoppel that Paris Baguette is owed the Paris TI Allowance or any portion thereof (such claim, the “Paris TI Claim”). If Paris Baguette makes the Paris TI Claim for an amount that is less than the amount shown on Revised Schedule “5.7”, then Buyer shall receive a credit at Closing of such lesser amount. If Paris Baguette does not make the Paris TI Claim or does not deliver a Tenant Estoppel, then Buyer shall not receive any credit for the Paris TI Allowance.

Extension of Closing. Buyer shall have the right to elect, one time, to extend the Closing by up to thirty (30) days, by delivering written notice thereof to Seller (the “Extension Notice”) at least three (3) Business Days prior to the then-scheduled Closing Date. The Extension Notice shall not be effective unless, concurrently with the delivery of such Extension Notice, Buyer shall deliver to Escrow Agent the sum of One Million Three Hundred Seventy-Five Thousand Five Hundred and 00/100 Dollars ($1,375,500.00) (the “Extension Deposit”), to be paid by electronic wire transfer of immediately available federal funds. The Extension Deposit shall be nonrefundable to Buyer when made and credited against the Purchase Price at Closing if Closing occurs. If Buyer extends the Closing Date as aforesaid, (i) Seller shall not have any obligation to update or refresh any tenant estoppel certificates, and (ii) any tenant estoppel certificate that qualified as a Conforming Estoppel prior to the extension of the Closing Date shall continue qualify as a Conforming Estoppel, notwithstanding the extension of the Closing Date.

Tenant Tax Refunds. If and to the extent that any Tenants paid estimated real estate taxes to Seller for the 2024 tax year, and the amounts paid by such Tenants was greater than the amount such Tenants should have paid based on the actual taxes payable by Seller for the 2024 tax year, Seller agrees to reimburse such Tenants the amount of such overpayment. To the extent such reimbursements are not made prior to Closing, Seller agrees to make such reimbursements after Closing.

Miscellaneous.

(a) Except as otherwise expressly amended by the terms of this Amendment, the Original Purchase Agreement remains unmodified, unamended and in full force and effect.

The Original Purchase Agreement, as amended by this Amendment, is hereby ratified and confirmed.

(b) The Amended Purchase Agreement contains all of the terms and conditions of the agreement between the parties hereto, and any and all prior and contemporaneous oral and written agreements are merged therein.

(c) This Amendment may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document. Signatures delivered by PDF or DocuSign (or any other reputable electronic platform) shall be sufficient to bind the parties hereto.

[Signatures Appear on Following Pages]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the Amendment Effective Date.

SELLER:

SCC NASSAU PARK PAVILION NJ LLC,

a Delaware limited liability company

By: /S/_Amanda M. Seewald

Name: Amanda Seewald

Title: Associate General Counsel

Date: September 30, 2025

BUYER:

B33 NASSAU PARK PAVILION III LLC,

a Delaware limited liability company

By: /S/_Jahan Moslehi
Name: Jahan Moslehi
Title: Managing Principal

EX-31.1 6 sitc-ex31_1.htm EX-31.1 EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, David R. Lukes, certify that:

I have reviewed this Quarterly Report on Form 10-Q of SITE Centers Corp.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


November 5, 2025
Date

	/s/ David R. Lukes
	David R. Lukes
	President and Chief Executive Officer

EX-31.2 7 sitc-ex31_2.htm EX-31.2 EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Gerald Morgan, certify that:

I have reviewed this Quarterly Report on Form 10-Q of SITE Centers Corp.;

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


November 5, 2025
Date

	/s/ Gerald Morgan
	Gerald Morgan
	Executive Vice President and Chief Financial Officer

EX-32.1 8 sitc-ex32_1.htm EX-32.1 EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, David R. Lukes, President and Chief Executive Officer of SITE Centers Corp. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1) The Quarterly Report on Form 10-Q of the Company for the period ended September 30, 2025, as filed with the Securities and Exchange Commission (the “Report”), which this certification accompanies, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

     /s/ David R. Lukes

    

     David R. Lukes 

    

     President and Chief Executive OfficerNovember 5, 2025

    

EX-32.2 9 sitc-ex32_2.htm EX-32.2 EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Gerald Morgan, Executive Vice President and Chief Financial Officer of SITE Centers Corp. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

     /s/ Gerald Morgan
    

     Gerald Morgan

    

     Executive Vice President and Chief Financial OfficerNovember 5, 2025

    