Exhibit 10.1

EXECUTION VERSION

TAX MATTERS AGREEMENT

BETWEEN

DDR CORP.

AND

RETAIL VALUE INC.

DATED AS OF JULY 1, 2018

TABLE OF CONTENTS

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TAX MATTERS AGREEMENT

This TAX MATTERS AGREEMENT (this “ Agreement ”) is entered into as of July 1, 2018, by and between DDR Corp., an Ohio corporation (“ DDR ”), and Retail Value Inc., an Ohio corporation and a direct, wholly owned subsidiary of DDR immediately prior to the Distribution (“ RVI ” and together with DDR, the “ Parties ” and each a “ Party ”).

RECITALS

WHEREAS, the board of directors of DDR (the “ DDR Board ”) has determined that it is in the best interests of DDR and its shareholders to create a new publicly traded company that shall operate the RVI Business;

WHEREAS, in furtherance of the foregoing, the DDR Board has determined that it is appropriate and desirable to separate the RVI Business from the DDR Business (the “ Separation ”);

WHEREAS, to effect the Separation (a) DDR or other DDR Group members have contributed or will contribute their respective interests in the RVI Assets to a RVI Group member, (b) RVI or another RVI Group member has assumed or will assume the RVI Liabilities, and (c) DDR or another DDR Group member has retained or assumed, or will retain or assume, the DDR Assets and DDR Liabilities;

WHEREAS, pursuant to the terms of the Separation and Distribution Agreement by and among DDR and RVI, dated on or about the date hereof (the “ Separation Agreement ”), DDR and RVI intend to effect the Separation by distributing all of the outstanding shares of RVI common stock, par value $0.01 (“ RVI Shares ”), owned by DDR to the holders of record of the outstanding shares of DDR common stock, par value $0.10 (“ DDR Shares ”), as of the Record Date (the “ Record Holders ”), with such distribution to be made on a pro rata basis, with each Record Holder entitled to receive one (1) RVI Share for every ten (10) DDR Shares, excluding fractional RVI shares, which will be aggregated and sold by the Agent to fund pro rata cash payments to the beneficial owners of DDR Shares who would otherwise be entitled to receive fractional RVI Shares (the “ Distribution ”);

WHEREAS, each of DDR and RVI has determined that it is appropriate and desirable to set forth the principal corporate transactions required to effect the Separation and the Distribution and certain other agreements that will govern certain matters relating to the Separation and the Distribution and the relationship of DDR, RVI and the members of their respective Groups following the Distribution;

WHEREAS, DDR and RVI desire to set forth their agreement on the rights and obligations of DDR and RVI and the members of the DDR Group and the RVI Group, respectively, with respect to (A) the administration and allocation of federal, state, local, and foreign Taxes incurred in Tax Periods beginning prior to the Distribution Date, (B) Taxes resulting from the Distribution and transactions effected in connection with the Distribution and (C) various other Tax matters.

NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements set forth below and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:

Section  1. Definition of Terms . For purposes of this Agreement (including the recitals hereof), the following terms have the following meanings:

“ Adjustment Request ” means any formal or informal claim or request filed with any Tax Authority, or with any administrative agency or court, for the adjustment, refund, or credit of Taxes, including (i) any amended Tax Return claiming adjustment to the Taxes as reported on the Tax Return or, if applicable, as previously adjusted, (ii) any claim for equitable recoupment or other offset, and (iii) any claim for refund or credit of Taxes previously paid.

“ Affiliate ” has the meaning set forth in the Separation Agreement.

“ Agent ” has the meaning set forth in the Separation Agreement.

“ Agreement ” means this Tax Matters Agreement.

“ Ancillary Agreements ” has the meaning set forth in the Separation Agreement; provided , however , that for purposes of this Agreement, this Ancillary Agreements shall include the Management Agreements but this Agreement shall not constitute an Ancillary Agreement.

“ Business Day ” means a day other than a Saturday, a Sunday or a day on which banking institutions located in the State of New York are authorized or obligated by applicable Law or executive order to close.

“ Code ” has the meaning set forth in the Separation Agreement.

“ Controlling Party ” has the meaning set forth in Section  9.2(c) of this Agreement.

“ DDR ” has the meaning set forth in the preamble to this Agreement.

“ DDR Assets ” has the meaning set forth in the Separation Agreement.

“ DDR Business ” has the meaning set forth in the Separation Agreement.

“ DDR Group ” has the meaning set forth in the Separation Agreement.

“ DDR Indemnified Party ” has the meaning set forth in Section  12 of this Agreement.

“ DDR Indemnity Payment ” has the meaning set forth in Section  12 of this Agreement.

“ DDR Liabilities ” has the meaning set forth in the Separation Agreement.

“ DDR Separate Return ” means any Tax Return of or including any member of the DDR Group (including any consolidated, combined or unitary return) that does not include any member of the RVI Group.

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“ Dispute ” has the meaning set forth in the Separation Agreement.

“ Distribution ” has the meaning set forth in the recitals to this Agreement.

“ Distribution Date ” has the meaning set forth in the Separation Agreement.

“ Effective Time ” has the meaning set forth in the Separation Agreement.

“ Final Allocation ” has the meaning set forth in Section  3.5(b) of this Agreement.

“ Governmental Authority ” has the meaning set forth in the Separation Agreement.

“ Group ” has the meaning set forth in the Separation Agreement.

“ Income Tax ” means all U.S. federal, state, local and foreign income, franchise or similar Taxes imposed on (or measured by) net income or net profits.

“ Intended Tax Treatment ” means the treatment of (i) RVI as a “qualified REIT subsidiary” as defined in Section 856(i)(2) of the Code until immediately prior to the Distribution, (ii) the formation of RVI as new corporation immediately prior to the Distribution in a transaction to which Section 351 of the Code will apply, and (iii) the Distribution as a taxable distribution under Section 301 of the Code.

“ IRS ” has the meaning set forth in the Separation Agreement.

“ Joint Return ” means any Tax Return that includes, by election or otherwise, one or more members of the DDR Group together with one or more members of the RVI Group.

“ Law ” has the meaning set forth in the Separation Agreement.

“ Loss ” has the meaning set forth in Section  5.2 of this Agreement.

“ Non-Controlling Party ” has the meaning set forth in Section  9.2(c) of this Agreement.

“ Outside Date ” means the later of (i) December 31, 2018, (ii) the end of RVI’s taxable year in which the Preferred Shares have been fully redeemed, or (iii) the end of RVI’s taxable year in which DDR transferred the Preferred Shares to any of DDR’s taxable REIT subsidiaries or to a third party.

“ Parties ” and “ Party ” have the meaning set forth in the preamble to this Agreement.

“ Past Practices ” has the meaning set forth in Section  3.3(a) of this Agreement.

“ Payment Date ” means, with respect to a Tax Return, (A) the due date for any required installment of estimated Taxes, (B) the due date (determined without regard to extensions) for filing such Tax Return, or (C) the date such Tax Return is filed, as the case may be.

“ Payor ” has the meaning set forth in Section  4.3(a) of this Agreement.

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“ Person ” has the meaning set forth in the Separation Agreement.

“ Post-Distribution Period ” means any Tax Period beginning after the Distribution Date and, in the case of any Straddle Period, the portion of such Tax Period beginning on the day after the Distribution Date.

“ Pre-Distribution Period ” means any Tax Period ending on or before the Distribution Date and, in the case of any Straddle Period, the portion of such Straddle Period ending on and including the Distribution Date.

“ Preferred Shares ” means Series A Preferred Shares as described in Division A of the Amended and Restated Articles of Incorporation of RVI.

“ Prime Rate ” means the “prime rate” as published in The Wall Street Journal , Eastern Edition.

“ Prior Group ” means any group that filed or was required to file (or will file or be required to file) a Tax Return, for a Tax Period or portion thereof ending at the close of the Distribution Date, on an affiliated, consolidated, combined, unitary, fiscal unity or other group basis (including as permitted by Section 1501 of the Code) that includes at least one member of the RVI Group.

“ Privilege ” means any privilege that may be asserted under applicable law, including, any privilege arising under or relating to the attorney-client relationship (including the attorney-client and work product privileges), the accountant-client privilege and any privilege relating to internal evaluation processes.

“ Proposed Allocation ” shall have the meaning set forth in Section  3.5(b) of this Agreement.

“ Qualifying Income ” means income described in Section 856(c)(2)(A) through (I) and 856(c)(3)(A) through (I) of the Code.

“ REIT ” has the meaning set forth in the Separation Agreement.

“ REIT Guidance ” means either a ruling from the IRS or an opinion of Tax counsel selected by the Party who has given the relevant REIT Savings Notice, which opinion shall be reasonably satisfactory to such Party.

“ REIT Savings Notice ” means the Notice delivered by RVI or DDR, as the case may be, pursuant to Section  12 of this Agreement.

“ Required Party ” has the meaning set forth in Section  4.3(a) of this Agreement.

“ Responsible Party ” means, with respect to any Tax Return, the Party having responsibility for preparing and filing such Tax Return under this Agreement.

“ Retention Date ” has the meaning set forth in Section  8.1 of this Agreement.

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“ RVI ” has the meaning provided in the preamble to this Agreement.

“ RVI Assets ” has the meaning set forth in the Separation Agreement.

“ RVI Business ” has the meaning set forth in the Separation Agreement.

“ RVI Carryback ” means any net operating loss, net capital loss, excess Tax credit, or other similar Tax item of any member of the RVI Group which may or must be carried from one Tax Period to another prior Tax Period under the Code or other applicable Tax Law.

“ RVI Group ” has the meaning set forth in the Separation Agreement.

“ RVI Indemnified Party ” has the meaning set forth in Section  12 of this Agreement.

“ RVI Indemnity Payment ” has the meaning set forth in Section  12 of this Agreement.

“ RVI Liabilities ” has the meaning set forth in the Separation Agreement.

“ RVI Separate Return ” means any Tax Return of or including any member of the RVI Group (including any consolidated, combined or unitary return) that does not include any member of the DDR Group.

“ Separation Agreement ” has the meaning set forth in the recitals to this Agreement.

“ Specified REIT Requirements ” means the requirements of Sections 856(c)(2) and (3) of the Code.

“ Straddle Period ” means any Tax Period that begins before and ends after the Distribution Date.

“ Subsidiary ” has the meaning set forth in the Separation Agreement.

“ Tax ” or “ Taxes ” means any income, gross income, gross receipts, profits, capital stock, franchise, withholding, payroll, social security, workers compensation, unemployment, disability, property, ad valorem, value added, stamp, excise, severance, occupation, service, sales, use, license, lease, transfer, import, export, escheat, alternative minimum, universal service fund, estimated or other tax (including any fee, assessment, or other charge in the nature of or in lieu of any tax), imposed by any Governmental Authority or political subdivision thereof, and any interest, penalty, additions to tax or additional amounts in respect of the foregoing.

“ Tax Advisor ” means a Tax counsel or accountant, in each case of recognized national standing.

“ Tax Attribute ” means a net operating loss, net capital loss, unused investment credit, unused foreign Tax credit (including credits of a foreign company under Section 902 of the Code), excess charitable contribution, general business credit, research and development credit, earnings and profits, basis, or any other Tax Item that could reduce a Tax or create a Tax Benefit.

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“ Tax Authority ” means, with respect to any Tax, the Governmental Authority or political subdivision thereof that imposes such Tax, and the agency (if any) charged with the collection of such Tax for such entity or subdivision.

“ Tax Benefit ” means any refund, credit, or other item that causes reduction in otherwise required liability for Taxes.

“ Tax Contest ” means an audit, review, examination, contest, litigation, investigation or any other administrative or judicial proceeding with the purpose or effect of redetermining Taxes (including any administrative or judicial review of any claim for refund).

“ Tax Item ” means, with respect to any Income Tax, any item of income, gain, loss, deduction, or credit.

“ Tax Law ” means the Law of any Governmental Authority or political subdivision thereof relating to any Tax.

“ Tax Opinion ” means an opinion from a Tax Advisor regarding the qualification of DDR as a REIT (including but not limited to customary legal opinions concerning DDR’s qualification and taxation as a REIT issued in connection with the issuance by DDR of any security or in connection with any registration statement), or regarding the Tax treatment of all or any part of the Transactions.

“ Tax Period ” means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.

“ Tax Records ” means any (i) Tax Returns, (ii) Tax Return workpapers, (iii) documentation relating to any Tax Contests, and (iv) any other books of account or records (whether or not in written, electronic or other tangible or intangible forms and whether or not stored on electronic or any other medium) maintained or required to be maintained under the Code or other applicable Tax Laws or under any record retention agreement with any Tax Authority, in each case filed or required to be filed with respect to or otherwise relating to Taxes.

“ Tax Return ” means any report of Taxes due, any claim for refund of Taxes paid, any information return with respect to Taxes, or any other similar report, statement, declaration, or document filed or required to be filed under the Code or other Tax Law with respect to Taxes, including any attachments, exhibits, or other materials submitted with any of the foregoing, and including any amendments or supplements to any of the foregoing.

“ Transactions ” means the Separation, Distribution and any other transactions contemplated by the Separation Agreement or any Ancillary Agreement.

“ Transfer Taxes ” means all sales, use, transfer, real property transfer, intangible, recordation, registration, documentary, stamp or similar Taxes imposed in connection with the Transactions (excluding in each case, for the avoidance of doubt, any Income Taxes).

“ Treasury Regulations ” means the regulations promulgated from time to time under the Code as in effect for the relevant Tax Period.

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Section 2. Allocation of Tax Liabilities.

Section 2.1     General Rule .

(a)     DDR Liability . Except with respect to Taxes described in Section  2.1(b) of this Agreement, DDR shall be liable for, and shall indemnify and hold harmless the RVI Group from and against any liability for:

(i)    Taxes that are allocated to DDR under this Section  2 ;

(ii)    any Tax resulting from a breach of any of DDR’s representations or covenants in this Agreement, the Separation Agreement or any Ancillary Agreement; and

(iii)    Taxes imposed on RVI or any member of the RVI Group pursuant to the provisions of Treasury Regulations § 1.1502-6 (or similar provisions of state, local, or foreign Tax Law) as a result of any such member being or having been a member of a Prior Group.

(b)     RVI Liability . RVI shall be liable for, and shall indemnify and hold harmless the DDR Group from and against any liability for:

(i)    Taxes that are allocated to RVI under this Section  2 ; and

(ii)    any Tax resulting from a breach of any of RVI’s representations or covenants in this Agreement, the Separation Agreement or any Ancillary Agreement.

Section 2.2     General Allocation Principles . Except as otherwise provided in this Section  2 , all Taxes shall be allocated as follows:

(a)     Allocation of Taxes for Joint Returns . DDR shall be responsible for all Taxes reported, or required to be reported, on any Joint Return that any member of the DDR Group files or is required to file under the Code or other applicable Tax Law; provided , however , that to the extent any such Joint Return includes any Tax Item attributable to the operations or assets of any member of the RVI Group for any Post-Distribution Period, RVI shall be responsible for all Taxes attributable to such Tax Items, computed in a manner reasonably determined by DDR.

(b)     Allocation of Taxes for Separate Returns.

(i)    DDR shall be responsible for all Taxes reported, or required to be reported, on (x) a DDR Separate Return or (y) an RVI Separate Return with respect to a Pre-Distribution Period.

(ii)    RVI shall be responsible for all Taxes reported, or required to be reported, on an RVI Separate Return with respect to a Post-Distribution Period.

Section 2.3     Allocation Conventions .

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(a)    All Taxes allocated pursuant to Section  2.2 of this Agreement shall be apportioned between portions of a Tax Period based on a closing of the books and records on the close of the Distribution Date (in the event that the Distribution Date is not the last day of the Tax Period, as if the Distribution Date were the last day of the Tax Period), subject to adjustment for items accrued on the Distribution Date that are properly allocable to the Tax Period following the Distribution, as jointly determined by DDR and RVI; provided that any items not susceptible to such apportionment shall be apportioned on the basis of elapsed days during the relevant portion of the Tax Period. ¹

(b)    Any Tax Item of RVI or any member of the RVI Group arising from a transaction engaged in outside of the ordinary course of business on the Distribution Date after the Effective Time shall be properly allocable to RVI and any such transaction by or with respect to RVI or any member of the RVI Group occurring after the Effective Time shall be treated for all Tax purposes (to the extent permitted by applicable Tax Law) as occurring at the beginning of the day following the Distribution Date in accordance with the principles of Treasury Regulation § 1.1502-76(b) or any similar provisions of state, local or foreign Law.

Section 2.4     Transfer Taxes . Any Transfer Taxes shall be allocated solely to DDR.

Section 3. Preparation and Filing of Tax Returns.

Section 3.1     Section 3.1 DDR Separate Returns and Joint Returns .

(a)    DDR shall prepare and file, or cause to be prepared and filed, all DDR Separate Returns and Joint Returns, and each member of the RVI Group to which any such Joint Return relates shall execute and file such consents, elections and other documents as DDR may determine, after consulting with RVI in good faith, are required or appropriate, or otherwise requested by DDR in connection with the filing of such Joint Return. RVI will elect and join, and will cause its respective Affiliates to elect and join, in filing any Joint Returns that DDR determines are required to be filed or that DDR elects to file, in each case pursuant to this Section  3.1(a) .

(b)    The Parties and their respective Affiliates shall elect to close the Tax Period of each RVI Group member on the Distribution Date, to the extent permitted by applicable Tax Law.

Section 3.2     RVI Separate Returns . RVI shall prepare and file (or cause to be prepared and filed) all RVI Separate Returns.

Section 3.3     Tax Reporting Practices .

(a)     General Rule . Except as provided in Section  3.3(b) of this Agreement, DDR shall prepare any Straddle Period Joint Return in accordance with past practices,

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permissible accounting methods, elections or conventions (“ Past Practices ”) used by the members of the DDR Group and the members of the RVI Group prior to the Distribution Date with respect to such Tax Return, and to the extent any items, methods or positions are not covered by Past Practices, then DDR shall prepare such Tax Return in accordance with reasonable Tax accounting practices selected by DDR. With respect to any Tax Return that RVI has the obligation and right to prepare, or cause to be prepared, under this Section  3 , to the extent such Tax Return could affect DDR, such Tax Return shall be prepared in accordance with Past Practices used by the members of the DDR Group and the members of the RVI Group prior to the Distribution Date with respect to such Tax Return, and to the extent any items, methods or positions are not covered by Past Practices, such Tax Return shall be prepared in accordance with reasonable Tax accounting practices selected by RVI, subject to the consent of DDR (which consent may not be unreasonably withheld, conditioned or delayed).

(b)     Consistency with Intended Tax Treatment . Notwithstanding anything contrary in this Agreement, the Separation Agreement, or any Ancillary Agreement, except as otherwise agreed by the Parties, the Parties shall prepare all Tax Returns consistent with the Intended Tax Treatment unless, and then only to the extent, an alternative position is required pursuant to a determination by a Tax Authority; provided , however , that neither Party shall be required to litigate before any court any challenge to the Intended Tax Treatment by a Tax Authority.

Section 3.4     RVI Carrybacks and Claims for Refund .

(a)    RVI hereby agrees that, unless DDR consents in writing (which consent may not be unreasonably withheld, conditioned or delayed) or as required by Law, (i) no member of the RVI Group (nor its successors) shall file any Adjustment Request with respect to any Tax Return that could affect any Joint Return or any other Tax Return reflecting Taxes that are allocated to DDR under Section  2 and (ii) any available elections to waive the right to claim any RVI Carryback in any Joint Return or any other Tax Return reflecting Taxes that are allocated to DDR under Section  2 shall be made, and no affirmative election shall be made to claim any such RVI Carryback. In the event that RVI (or the appropriate member of the RVI Group) is prohibited by applicable Law from waiving or otherwise forgoing an RVI Carryback or DDR consents to an RVI Carryback (which consent may not be unreasonably withheld, conditioned or delayed), DDR shall cooperate with RVI, at RVI’s expense, in seeking from the appropriate Tax Authority such Tax Benefit as reasonably would result from such RVI Carryback, to the extent that such Tax Benefit is directly attributable to such RVI Carryback, and shall pay over to RVI the amount of such Tax Benefit within ten (10) days after such Tax Benefit is recognized by the DDR Group; provided , however , that RVI shall indemnify and hold the members of the DDR Group harmless from and against any and all collateral Tax consequences resulting from or caused by any such RVI Carryback, including, without limitation, the loss or postponement of any benefit from the use of Tax Attributes generated by a member of the DDR Group if (i) such Tax Attributes expire unused, but would have been utilized but for such RVI Carryback, or (ii) the use of such Tax Attributes is postponed to a later Tax Period than the Tax Period in which such Tax Attributes would have been used but for such RVI Carryback.

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(b)    DDR hereby agrees that, unless RVI consents in writing (which consent may not be unreasonably withheld, conditioned or delayed) or as required by Law, no member of the DDR Group shall file any Adjustment Request with respect to any RVI Separate Return.

Section 3.5     Apportionment of Tax Attributes .

(a)    Tax Attributes arising in a Pre-Distribution Period will be allocated to (and the benefits and burdens of such Tax Attributes will inure to) the members of the DDR Group and the members of the RVI Group in accordance with the Code, Treasury Regulations, and any other applicable Tax Law, and, in the absence of controlling legal authority or unless otherwise provided under this Agreement, Tax Attributes shall be allocated to the taxpayer that created such Tax Attributes.

(b)    On or before the first anniversary of the Distribution Date, DDR shall deliver to RVI its determination in writing of the portion, if any, of any earnings and profits, Tax Attributes, overall foreign loss or other affiliated, consolidated, combined, unitary, fiscal unity or other group basis Tax Attribute which is allocated or apportioned to the members of the RVI Group under applicable Tax Law and this Agreement (“ Proposed Allocation ”). RVI shall have sixty (60) days to review the Proposed Allocation and provide DDR any comments with respect thereto. DDR shall accept any such comments that are reasonable, and such resulting determination will become final (“ Final Allocation ”). All members of the DDR Group and RVI Group shall prepare all Tax Returns in accordance the Final Allocation. In the event of an adjustment to the earnings and profits, any Tax Attributes or other affiliated, consolidated, combined, unitary, fiscal unity or other group basis attribute, DDR shall promptly notify RVI in writing of such adjustment. For the avoidance of doubt, DDR shall not be liable to any member of the RVI Group for any failure of any determination under this Section  3.5(b) to be accurate under applicable Tax Law; provided such determination was made in good faith.

(c)    Except as otherwise provided herein, to the extent that the amount of any Tax Attribute is later reduced or increased by a Tax Authority or Tax Proceeding, such reduction or increase shall be allocated to the Party to which such Tax Attribute was allocated pursuant to Section  3.5(a) of this Agreement, as agreed by the Parties.

Section 4. Tax Payments.

Section 4.1     Taxes Shown on Tax Returns . DDR shall pay (or cause to be paid) to the proper Tax Authority the Tax shown as due on any Tax Return that a member of the DDR Group is responsible for preparing under Section  3 of this Agreement, and RVI shall pay (or cause to be paid) to the proper Tax Authority the Tax shown as due on any Tax Return that a member of the RVI Group is responsible for preparing under Section  3 of this Agreement. At least seven (7) Business Days prior to any Payment Date for any Straddle Period Joint Return, RVI shall pay to DDR the amount RVI is responsible for under the provisions of Section  2 as calculated pursuant to this Agreement.

Section 4.2     Adjustments Resulting in Underpayments . In the case of any adjustment pursuant to a final determination by a Tax Authority respect to any Tax, the Party to which such

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Tax is allocated pursuant to this Agreement shall pay to the applicable Tax Authority when due any additional Tax required to be paid as a result of such adjustment.

Section 4.3     Indemnification Payments.

(a)    Except as provided in the last sentence of Section  4.1 of this Agreement, if any Party (the “ Payor ”) is required under applicable Tax Law to pay to a Tax Authority a Tax that another Party (the “ Required Party ”) is liable for under this Agreement, the Required Party shall reimburse the Payor within twenty (20) Business Days of delivery by the Payor to the Required Party of an invoice for the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. The reimbursement shall include interest on the Tax payment computed at the Prime Rate based on the number of days from the date of the Payor’s payment to the Tax Authority to the date of reimbursement by the Required Party under this Section  4.3 . The Required Party shall also pay to the Payor any reasonable costs and expenses related to the foregoing (including reasonable attorneys’ fees and expenses) within five (5) days after the Payor’s written demand therefor.

(b)    All indemnification payments under this Agreement shall be made by DDR directly to RVI and by RVI directly to DDR; provided , however , that if the Parties mutually agree for administrative convenience with respect to any such indemnification payment, any member of the DDR Group, on the one hand, may make such indemnification payment to any member of the RVI Group, on the other hand, and vice versa.

Section 5. Tax Benefits.

Section 5.1     Tax Refunds . DDR shall be entitled (subject to the limitations provided in Section  3.4 of this Agreement) to any refund (and any interest thereon received from the applicable Tax Authority) of Taxes for which DDR is liable hereunder, and RVI shall be entitled (subject to the limitations provided in Section  3.4 of this Agreement) to any refund (and any interest thereon received from the applicable Tax Authority) of Taxes for which RVI is liable hereunder. A Party receiving a refund to which another Party is entitled hereunder shall pay over such refund to such other Party within twenty (20) Business Days after such refund is received (together with interest computed at the Prime Rate based on the number of days from the date the refund was received to the date the refund was paid over).

Section 5.2     Other Tax Benefits .

(a)    If (i) a member of the RVI Group actually realizes any Tax Benefit as a result of any liability, obligation, loss or payment (each, a “ Loss ”) for which a member of the DDR Group is required to indemnify any member of the RVI Group pursuant to this Agreement, the Separation Agreement or any Ancillary Agreement (in each case, without duplication of any amounts payable or taken into account under this Agreement, the Separation Agreement or any Ancillary Agreement), or (ii) if a member of the DDR Group actually realizes any Tax Benefit as a result of any Loss for which a member of the RVI Group is required to indemnify any member of the DDR Group pursuant to this Agreement, the Separation Agreement or any Ancillary Agreement (in each case, without duplication of any amounts payable or taken into account

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under this Agreement, the Separation Agreement or any Ancillary Agreement), and, in each case, such Tax Benefit would not have arisen but for such adjustment or Loss (determined on a “with and without” basis), RVI (in the case of the foregoing clause (i)) or DDR (in the case of the foregoing clause (ii)), as the case may be, shall make a payment to the other Party in an amount equal to the amount of such actually realized Tax Benefit in cash within ten (10) Business Days of actually realizing such Tax Benefit. To the extent that any Tax Benefit (or portion thereof) in respect of which any amounts were paid over pursuant to the foregoing provisions of this Section  5.2(a) is subsequently disallowed by the applicable Tax Authority, the Party that received such amounts shall promptly repay such amounts (together with any penalties, interest or other charges imposed by the relevant Tax Authority) to the other Party.

(b)    No later than ten (10) Business Days after a Tax Benefit described in Section  5.2(a) is actually realized by a member of the DDR Group or a member of the RVI Group, DDR or RVI, as the case may be, shall provide the other Party with a written calculation of the amount payable to such other Party pursuant to Section  5.2(a) . In the event that DDR or RVI, as the case may be, disagrees with any such calculation described in this Section  5.2(b) , such Party shall so notify the other Party in writing within twenty (20) Business Days of receiving such written calculation. The Parties shall endeavor in good faith to resolve such disagreement, and, failing that, the amount payable under this Section  5.2 shall be determined in accordance with Section  13 of this Agreement.

Section 6. REIT Qualification.

Section 6.1     DDR . DDR represents that commencing with its taxable year ended December 31, 1993, through its taxable year ending December 31, 2017, DDR was organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code. DDR covenants that it will qualify as a REIT under the Code for its taxable year ending December 31, 2018, unless DDR obtains an opinion from a nationally recognized tax counsel or a private letter ruling from the IRS to the effect that DDR’s failure to maintain its REIT status will not cause RVI to fail to qualify as a REIT.

Section 6.2     RVI . RVI covenants that it will (i) be organized and operate so that it will qualify as a REIT under the Code for its initial taxable year ending December 31, 2018, (ii) elect to be taxable as a REIT commencing with its initial taxable year ending December 31, 2018, and (iii) be taxable as a REIT through the Outside Date. RVI and each member of the RVI Group further covenants that RVI and each member of the RVI Group shall cooperate and take any and all actions reasonably requested by DDR necessary to enable DDR to obtain Tax Opinions including, but not limited to, providing (Y) information and representations to DDR and DDR’s tax counsel with respect to the composition of RVI’s income and assets, the composition of the holders of common stock of RVI, and RVI’s organization, operation and qualification as a REIT and (Z) at such times as reasonably requested by DDR (in connection with offerings of DDR’s equity or debt securities or the filing of any registration statement by DDR or otherwise) an opinion from nationally recognized tax counsel on which DDR (and its tax counsel Jones Day) can rely, to the effect that RVI was organization and operated in conformity with the requirements for qualification and taxation as a REIT under the Code during the period commencing with its initial taxable year through December 31 of the taxable year immediately preceding the taxable year in which the opinion letter is provided, and that RVI’s current and

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proposed method of operation will enable RVI to continue to meet the requirements for qualification and taxation as a REIT under the Code for that taxable year ending on December 31 of the year of such opinion letter and future years.

Section 7. Assistance and Cooperation.

Section 7.1     Assistance and Cooperation .

(a)    The Parties shall cooperate (and cause their respective Affiliates to cooperate) with each other and with each other’s agents, including accounting firms and legal counsel, in connection with Tax matters relating to the Parties and their Affiliates, including (i) preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making all information and documents in their possession relating to any other Party and its Affiliates reasonably available to such other Party as provided in Section  8 of this Agreement. Each of the Parties shall also make available to any other Party, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Parties or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes.

(b)    Prior to the Outside Date, RVI, and each member of the RVI Group, shall, upon request of DDR, provide DDR with quarterly information regarding RVI’s qualification as a REIT (including but not limited to quarterly information regarding the composition of RVI’s income and assets).

(c)    Upon RVI’s reasonable determination that RVI may longer qualify to be taxable as a REIT for any period ending on or before the Outside Date, RVI will give written notice of such determination to DDR within two (2) Business Days.

(d)    Any information or documents provided under this Agreement shall be kept confidential by the Party receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. In addition, in the event that DDR determines that the provision of any information or documents to RVI or any of its Affiliates, or RVI determines that the provision of any information or documents to DDR or any DDR Affiliate, could be commercially detrimental, violate any Law or agreement or waive any Privilege, the Parties shall use commercially reasonable efforts to permit each other’s compliance with its obligations under this Section  7 in a manner that avoids any such harm or consequence.

Section 7.2     Tax Return Information . Each of DDR and RVI, and each member of their respective Groups, acknowledges that time is of the essence in relation to any request for information, assistance or cooperation made pursuant to Section  7.1 of this Agreement or this

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Section  7.2 . Each of DDR and RVI, and each member of their respective Groups, acknowledges that failure to conform to the reasonable deadlines set by the Party making such request could cause irreparable harm. Each Party shall provide to the other Party information and documents relating to its Group reasonably required by the other Party to prepare Tax Returns, including any pro forma returns required by the Responsible Party for purposes of preparing such Tax Returns. Any information or documents the Responsible Party requires to prepare such Tax Returns shall be provided in such form as the Responsible Party reasonably requests and at or prior to the time reasonably specified by the Responsible Party so as to enable the Responsible Party to file such Tax Returns on a timely basis.

Section 7.3     Reliance by DDR . If any member of the RVI Group supplies information to a member of the DDR Group in connection with a Tax liability and an officer of a member of the DDR Group signs a statement or other document under penalties of perjury in reliance upon the accuracy of such information, then upon the written request of such member of the DDR Group identifying the information being so relied upon, an applicable officer of RVI shall certify in writing that to his or her knowledge (based upon consultation with appropriate employees or manager) the information so supplied is accurate and complete.

Section 7.4     Reliance by RVI . If any member of the DDR Group supplies information to a member of the RVI Group in connection with a Tax liability and an officer of a member of the RVI Group signs a statement or other document under penalties of perjury in reliance upon the accuracy of such information, then upon the written request of such member of the RVI Group identifying the information being so relied upon, the chief financial officer of DDR (or any officer of RVI as designated by the chief financial officer of DDR) shall certify in writing that to his or her knowledge (based upon consultation with appropriate employees) the information so supplied is accurate and complete.

Section 8. Tax Records.

Section 8.1     Retention of Tax Records . Each of DDR and RVI shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and DDR shall preserve and keep all other Tax Records relating to Taxes of the DDR and RVI Groups for Pre-Distribution Periods, for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Distribution Date (such later date, the “ Retention Date ”). After the Retention Date, each of DDR and RVI may dispose of such Tax Records upon sixty (60) Business Days’ prior written notice to the other Party. If, prior to the Retention Date, (a) DDR or RVI reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section  8 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Party agrees, then such first Party may dispose of such Tax Records upon sixty (60) Business Days’ prior notice to the other Party. Any notice of an intent to dispose given pursuant to this Section  8.1 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Parties shall have the opportunity, at their cost and expense, to copy or remove, within such sixty (60) Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party or any of its Affiliates

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determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such program or system may be decommissioned or discontinued upon ninety (90) Business Days’ prior notice to the other Party and the other Party shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Section 8.2     Access to Tax Records . The Parties and their respective Affiliates shall make available to each other for inspection and copying during normal business hours upon reasonable notice all Tax Records (and, for the avoidance of doubt, any pertinent underlying data accessed or stored on any computer program or information technology system) in their possession pertaining to (i) in the case of any Tax Return of the DDR Group, the portion of such return that relates to Taxes for which the RVI Group may be liable pursuant to this Agreement or (ii) in the case of any Tax Return of the RVI Group, the portion of such return that relates to Taxes for which the DDR Group may be liable pursuant to this Agreement, and shall permit the other Party and its Affiliates, authorized agents and representatives and any representative of a Tax Authority or other Tax auditor direct access, at the cost and expense of the requesting Party, during normal business hours upon reasonable notice to any computer program or information technology system used to access or store any Tax Records, in each case to the extent reasonably required by the other Party in connection with the preparation of Tax Returns or financial accounting statements, audits, litigation, or the resolution of items under this Agreement.

Section 8.3     Preservation of Privilege . The Parties and their respective Affiliates shall not provide access to, copies of, or otherwise disclose to any Person any documentation relating to Taxes existing prior to the Distribution Date to which Privilege may reasonably be asserted without the prior written consent of the other Party, such consent not to be unreasonably withheld, conditioned or delayed.

Section 9. Tax Contests.

Section 9.1     Notice . Each Party shall provide prompt notice to the other Party of any written communication from a Tax Authority regarding any pending Tax audit, assessment or proceeding or other Tax Contest of which it becomes aware (i) related to Taxes for Tax Periods for which it is indemnified by the other Party hereunder or for which it may be required to indemnify the other Party hereunder or (ii) otherwise relating to the Intended Tax Treatment or the Transactions (including the resolution of any Tax Contest relating thereto). Such notice shall attach copies of the pertinent portion of any written communication from a Tax Authority and contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and shall be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. If an indemnified Party has knowledge of an asserted Tax liability with respect to a matter for which it is to be indemnified hereunder and such Party fails to give the indemnifying Party prompt notice of such asserted Tax liability and the indemnifying Party is entitled under this Agreement to contest the asserted Tax liability, then (x) to the extent the indemnifying Party is precluded from contesting the asserted Tax liability in any forum as a result of the failure to give prompt notice, the indemnifying Party shall have no obligation to indemnify the indemnified Party for any Taxes arising out of such asserted Tax liability, and (y) to the extent the indemnifying Party is not precluded from

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contesting the asserted Tax liability in any forum, but such failure to give prompt notice results in a material monetary detriment to the indemnifying Party, then any amount which the indemnifying Party is otherwise required to pay the indemnified Party pursuant to this Agreement shall be reduced by the amount of such detriment.

Section 9.2     Control of Tax Contests .

(a)     DDR Control . Notwithstanding anything in this Agreement to the contrary, DDR shall have the right to control any Tax Contest with respect to any Tax matters relating to (i) a Joint Return, (ii) an DDR Separate Return and (iii) Transfer Taxes. Subject to Section  9.2(c) and Section  9.2(d) of this Agreement, DDR shall have absolute discretion with respect to any decisions to be made, or the nature of any action to be taken, with respect to any such Tax Contest.

(b)     RVI Control . Except as otherwise provided in this Section  9.2 , RVI shall have the right to control any Tax Contest with respect to any Tax matters relating to an RVI Separate Return. Subject to Section  9.2(c) and Section  9.2(d) of this Agreement, RVI shall have reasonable discretion, after consultation with DDR, with respect to any decisions to be made, or the nature of any action to be taken, with respect to any such Tax Contest relating to an RVI Separate Return for a Pre-Distribution Period or Straddle Period, and absolute discretion with respect to any decisions to be made, or the nature of any action to be taken, with respect to any other such Tax Contest.

(c)     Settlement Rights . The Controlling Party shall have the sole right to contest, litigate, compromise and settle any Tax Contest without obtaining the prior consent of the Non-Controlling Party; provided , that to the extent any such Tax Contest (i) could give rise to a claim for indemnity by the Controlling Party or its Affiliates against the Non-Controlling Party or its Affiliates under this Agreement, or (ii) is with respect to an RVI Separate Return for a Pre-Distribution Period or Straddle Period, then the Controlling Party shall not settle any such Tax Contest without the Non-Controlling Party’s prior written consent (which consent may not be unreasonably withheld, conditioned or delayed and must take into account the reasonable likelihood of success of such Tax Contest on its merits without regard to the ability of RVI to pay). Subject to Section  9.2(e) of this Agreement, and unless waived by the Parties in writing, in connection with any potential adjustment in a Tax Contest as a result of which adjustment the Non-Controlling Party may reasonably be expected to become liable to make any indemnification payment to the Controlling Party under this Agreement: (I) the Controlling Party shall keep the Non-Controlling Party informed in a timely manner of all actions taken or proposed to be taken by the Controlling Party with respect to such potential adjustment in such Tax Contest; (II) the Controlling Party shall timely provide the Non-Controlling Party copies of any written materials relating to such potential adjustment in such Tax Contest received from any Tax Authority; (III) the Controlling Party shall timely provide the Non-Controlling Party with copies of any correspondence or filings submitted to any Tax Authority or judicial authority in connection with such potential adjustment in such Tax Contest; (IV) the Controlling Party shall consult with the Non-Controlling Party and offer the Non-Controlling Party a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such potential adjustment in such Tax Contest; and (V) the Controlling Party shall defend such Tax Contest diligently and in good faith. The failure of the Controlling Party to

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take any action specified in the preceding sentence with respect to the Non-Controlling Party shall not relieve the Non-Controlling Party of any liability and/or obligation which it may have to the Controlling Party under this Agreement except to the extent that the Non-Controlling Party was actually harmed by such failure, and in no event shall such failure relieve the Non-Controlling Party from any other liability or obligation which it may have to the Controlling Party. In the case of any Tax Contest described in this Section  9 , “ Controlling Party ” means the Party entitled to control the Tax Contest under such Section and “ Non-Controlling Party ” means (x) DDR if RVI is the Controlling Party and (y) RVI if DDR is the Controlling Party.

(d)     Tax Contest Participation . Subject to Section  9.2(e) of this Agreement, and unless waived by the Parties in writing, the Controlling Party shall provide the Non-Controlling Party with written notice reasonably in advance of, and the Non-Controlling Party shall have the right to attend, any formally scheduled meetings with Tax Authorities or hearings or proceedings before any judicial authorities in connection with any potential adjustment in a Tax Contest pursuant to which the Non-Controlling Party may reasonably be expected to become liable to make any indemnification payment to the Controlling Party under this Agreement. The failure of the Controlling Party to provide any notice specified in this Section  9.2(d) to the Non-Controlling Party shall not relieve the Non-Controlling Party of any liability or obligation which it may have to the Controlling Party under this Agreement except to the extent that the Non-Controlling Party was actually harmed by such failure, and in no event shall such failure relieve the Non-Controlling Party from any other liability or obligation which it may have to the Controlling Party.

(e)     Joint Returns . Notwithstanding anything in this Section  9 to the contrary, in the case of a Tax Contest related to a Joint Return, the rights of RVI and its Affiliates under Section  9.2(c) and Section  9.2(d) of this Agreement shall be limited in scope to the portion of such Tax Contest relating to Taxes for which RVI may reasonably expected to become liable to make any indemnification payment to DDR under this Agreement.

(f)     Power of Attorney . Each member of the RVI Group shall execute and deliver to DDR (or such member of the DDR Group as DDR shall designate) any power of attorney or other similar document reasonably requested by DDR (or such designee) in connection with any Tax Contest (as to which DDR is the Controlling Party) described in this Section  9 . Each member of the DDR Group shall execute and deliver to RVI (or such member of the RVI Group as RVI shall designate) any power of attorney or other similar document requested by RVI (or such designee) in connection with any Tax Contest (as to which RVI is the Controlling Party) described in this Section  9 .

Section  10. Survival of Obligations. The representations, warranties, covenants and agreements set forth in this Agreement shall be unconditional and absolute and shall remain in effect without limitation as to time.

Section 11. Tax Treatment of Payments.

Section 11.1     General Rule . Except as otherwise required by applicable Law or as otherwise agreed to by the Parties, any payment (other than interest thereon) made by DDR or any member of the DDR Group to RVI or any member of the RVI Group, or by RVI or any

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member of the RVI Group to DDR or any member of the DDR Group, pursuant to this Agreement, the Separation Agreement or any Ancillary Agreement that relates to Taxable periods (or portions thereof) ending on or before the Distribution Date shall be treated by the Parties for all Tax purposes as a distribution by RVI to DDR, or a capital contribution from DDR to RVI, as the case may be, occurring immediately before the Distribution; provided, however, that any such payment that is made or received by a Person other than DDR or RVI, as the case may be, shall be treated as if made or received by the payor or the recipient as agent for DDR or RVI, in each case as appropriate. No Party shall take any position inconsistent with the treatment described in the preceding sentence, and in the event that a Tax Authority asserts that a Party’s treatment of a payment pursuant to this Agreement should be other than as set forth in the preceding sentence, such Party shall use its commercially reasonable efforts to contest such challenge.

Section 11.2     Interest . Anything herein or in the Separation Agreement to the contrary notwithstanding, to the extent one Party makes a payment of interest to the other Party under this Agreement with respect to the period from the date that the Party receiving the interest payment made a payment of Tax to a Tax Authority to the date that the Party making the interest payment reimbursed the Party receiving the interest payment for such Tax payment, the interest payment shall be treated as interest expense to the Party making such payment (deductible to the extent provided by Law) and as interest income by the Party receiving such payment (includible in income to the extent provided by Law). The amount of the payment shall not be adjusted to take into account any associated Tax Benefit to the Party making such payment or increase in Tax to the Party receiving such payment.

Section 12. Indemnification Payment Escrow.

Section 12.1    Indemnification Payments to RVI.

(a)    With respect to any period in which RVI qualifies to be taxed as a REIT, notwithstanding any other provisions in this Agreement, the Separation Agreement or any Ancillary Agreement, any indemnification payments (a “ RVI Indemnity Payment ”) to be made to any member of the RVI Group pursuant to this Agreement, the Separation Agreement or any Ancillary Agreement (a “ RVI Indemnified Party ”) for any calendar year, upon receipt of a REIT Savings Notice from RVI at least fifteen (15) business days before the date on which such RVI Indemnity Payment is due, shall not exceed the sum of

(i)    the amount that is determined (x) will not be gross income of RVI or (y) will be Qualifying Income of RVI, in each case for purposes of the Specified REIT Requirements and for any period in which RVI has made any election to be taxed as a REIT, with such determination to be set forth in REIT Guidance,

plus

(ii)    such additional amount that is estimated can be paid to RVI in such taxable year without causing RVI to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code, determined (x) as if the payment of such amount did not constitute Qualifying Income and (y) by taking into account any other payments to RVI (and any

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other relevant member of the RVI Group) during such taxable year that do not constitute Qualifying Income, which determination shall be (xx) made by independent tax accountants to RVI, and (yy) submitted to and approved by RVI’s outside tax counsel.

(b)    DDR shall place (or cause to be placed) the full amount of any RVI Indemnity Payments otherwise required to be made in a mutually agreed escrow account upon mutually acceptable terms, which shall provide that

(i)    the amount in the escrow account shall be treated as the property of DDR or the applicable member of the DDR Group, unless it is released from such escrow account to any RVI Indemnified Party,

(ii)    all income earned upon the amount in the escrow account shall be treated as the property of DDR or the applicable member of the DDR Group and reported, as and to the extent required by applicable Law, by the escrow agent to the IRS, or any other taxing authority, on IRS Form 1099 or 1042S (or other appropriate form) as income earned by DDR or the applicable member of the DDR Group whether or not said income has been distributed during such taxable year,

(iii)    the amount in the escrow account shall be invested only as determined by DDR in its sole discretion in an interest bearing segregated account, and

(iv)    any portion thereof shall not be released to any RVI Indemnified Party unless and until DDR receives any of the following: (x) a letter from RVI’s independent tax accountants indicating the amount that it is estimated can be paid at that time to the RVI Indemnified Parties without causing RVI to fail to meet the Specified REIT Requirements for the taxable year in which the payment would be made, which determination shall be made by such independent tax accountants or (y) an opinion of outside tax counsel selected by RVI, such opinion to be reasonably satisfactory to RVI, to the effect that, based upon a change in applicable Law after the date on which payment was first deferred hereunder, receipt of the additional amount of RVI Indemnification Payments otherwise required to be paid either would be excluded from gross income of RVI for purposes of the Specified REIT Requirements or would constitute Qualifying Income, in either of which events amounts shall be released from the escrow account to the applicable RVI Indemnified Parties in an amount equal to the lesser of the unpaid RVI Indemnification Payments due and owing (determined without regard to this Section  12.1 or the maximum amount stated in the letter referred to in clause (iv)(x) above.

(c)    Any amount held in escrow pursuant to Section  12.1(b) for ten (10) years shall be released from such escrow to be used as determined by DDR in its sole and absolute discretion.

(d)    RVI shall bear all costs and expenses with respect to the escrow.

(e)    DDR shall cooperate in good faith with RVI (including amending this Section  12.1 at the reasonable request of RVI) in order to (1) maximize the portion of the payments that may be made to the RVI Indemnified Parties hereunder without causing RVI to fail to meet the Specified REIT Requirements, (2) improve RVI’s chances of securing a

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favorable ruling described in this Section  12.1 or (3) assist RVI in obtaining a favorable opinion from its outside tax counsel or determination from its tax accountants as described in this Section  12.1 . Such cooperation shall include, for example, agreeing to make payments hereunder to a taxable REIT subsidiary of RVI or an affiliate or designee of RVI. RVI shall reimburse DDR for all reasonable costs and expenses of such cooperation.

Section 12.2    Indemnification Payments to DDR.

(a)    With respect to any period in which DDR qualifies to be taxed as a REIT, notwithstanding any other provisions in this Agreement or any Ancillary Agreement, any indemnification payments (a “ DDR Indemnity Payment ”) to be made to any member of the DDR Group (“ DDR Indemnified Party ”) pursuant to this Agreement, the Separation Agreement, or any Ancillary Agreement for any calendar year, upon receipt of a REIT Savings Notice from DDR at least fifteen (15) business days before the date on which such DDR Indemnity Payment is due, shall not exceed the sum of

(i)    the amount that is determined (x) will not be gross income of DDR or (y) will be Qualifying Income of DDR, in each case for purposes of the Specified REIT Requirements and for any period in which DDR has made any election to be taxed as a REIT, with such determination to be set forth in REIT Guidance,

plus

(ii)    such additional amount that is estimated can be paid to DDR in such taxable year without causing DDR to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code, determined (x) as if the payment of such amount did not constitute Qualifying Income and (y) by taking into account any other payments to DDR (and any other relevant member of the DDR Group) during such taxable year that do not constitute Qualifying Income, which determination shall be (xx) made by independent tax accountants to DDR, and (yy) submitted to and approved by DDR’s outside tax counsel.

(b)    RVI shall place (or cause to be placed) the full amount of any DDR Indemnity Payments otherwise required to be made in a mutually agreed escrow account upon mutually acceptable terms, which shall provide that

(i)    the amount in the escrow account shall be treated as the property of RVI or the applicable member of the RVI Group, unless it is released from such escrow account to any DDR Indemnified Party,

(ii)    all income earned upon the amount in the escrow account shall be treated as the property of RVI or the applicable member of the RVI Group and reported, as and to the extent required by applicable Law, by the escrow agent to the IRS, or any other taxing authority, on IRS Form 1099 or 1042S (or other appropriate form) as income earned by RVI or the applicable member of the RVI Group whether or not said income has been distributed during such taxable year,

(iii)    the amount in the escrow account shall be invested only as determined by RVI in its sole discretion in an interest bearing segregated account, and

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(iv)    any portion thereof shall not be released to any DDR Indemnified Party unless and until RVI receives any of the following: (x) a letter from DDR’s independent tax accountants indicating the amount that it is estimated can be paid at that time to the DDR Indemnified Parties without causing DDR to fail to meet the Specified REIT Requirements for the taxable year in which the payment would be made, which determination shall be made by such independent tax accountants or (y) an opinion of outside tax counsel selected by DDR, such opinion to be reasonably satisfactory to DDR, to the effect that, based upon a change in applicable Law after the date on which payment was first deferred hereunder, receipt of the additional amount of DDR Indemnity Payments otherwise required to be paid either would be excluded from gross income of DDR for purposes of the Specified REIT Requirements or would constitute Qualifying Income, in either of which events amounts shall be released from the escrow account to the applicable DDR Indemnified Parties in an amount equal to the lesser of the unpaid DDR Indemnity Payments due and owing (determined without regard to this Section  12.2 or the maximum amount stated in the letter referred to in clause (iv)(x) above.

(c)    Any amount held in escrow pursuant to Section  12.2(b) for ten (10) years shall be released from such escrow to be used as determined by RVI in its sole and absolute discretion.

(d)    DDR shall bear all costs and expenses with respect to the escrow.

(e)    RVI shall cooperate in good faith with DDR (including amending this Section  12.2 at the reasonable request of DDR) in order to (1) maximize the portion of the payments that may be made to the DDR Indemnified Parties hereunder without causing DDR to fail to meet the Specified REIT Requirements, (2) improve DDR’s chances of securing a favorable ruling described in this Section  12.2 , or (3) assist DDR in obtaining a favorable opinion from its outside tax counsel or determination from its tax accountants as described in this Section  12.2 . Such cooperation shall include, for example, agreeing to make payments hereunder to a taxable REIT subsidiary of DDR or an affiliate or designee of DDR. DDR shall reimburse RVI for all reasonable costs and expenses of such cooperation.

Section  13. Dispute Resolution. Any and all Disputes arising hereunder shall be resolved through the procedures provided in Article VII of the Separation Agreement.

Section 14. General Provisions.

Section 14.1     Amendments and Waivers .

(a)    Subject to Section 9.1 of the Separation Agreement, this Agreement may not be amended except by an agreement in writing signed by both Parties.

(b)    Any term or provision of this Agreement may be waived, or the time for its performance may be extended, by the Party entitled to the benefit thereof and any such waiver shall be validly and sufficiently given for the purposes of this Agreement if it is in writing signed by an authorized representative of such Party. No delay or failure in exercising any right, power or remedy hereunder shall affect or operate as a waiver thereof; nor shall any single or partial exercise thereof or any abandonment or discontinuance of steps to enforce such a right, power or

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remedy preclude any further exercise thereof or of any other right, power or remedy. The rights and remedies hereunder are cumulative and not exclusive of any rights or remedies that either Party would otherwise have.

Section 14.2     Entire Agreement . This Agreement, the Ancillary Agreements, and the Exhibits and Schedules referenced herein and therein and attached hereto or thereto, constitute the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersede all prior negotiations, agreements, commitments, writings, courses of dealing and understandings with respect to the subject matter hereof; for the avoidance of doubt, the preceding clause shall apply to all other agreements, whether or not written, in respect of any Tax between or among any member or members of the DDR Group, on the one hand, and any member or members of the RVI Group, on the other hand, which agreements shall be of no further effect between the parties thereto and any rights or obligations existing thereunder shall be fully and finally settled, calculated as of the date hereof. Except as expressly set forth in the Separation Agreement or any Ancillary Agreement: (i) all matters relating to Taxes and Tax Returns of the Parties and their respective Subsidiaries, to the extent such matters are the subject of this Agreement, shall be governed exclusively by this Agreement; and (ii) for the avoidance of doubt, in the event of any conflict between the Separation Agreement or any Ancillary Agreement, on the one hand, and this Agreement, on the other hand, with respect to such matters, the terms and conditions of this Agreement shall govern.

Section 14.3     Survival of Agreements . Except as otherwise expressly contemplated by this Agreement, all covenants and agreements of the Parties contained in this Agreement shall survive the Effective Time and remain in full force and effect in accordance with their applicable terms.

Section 14.4     Third Party Beneficiaries . Except as specifically provided herein, this Agreement is solely for the benefit of the Parties and should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement.

Section 14.5     Notices . All notices, requests, permissions, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given (a) five (5) Business Days following sending by registered or certified mail, postage prepaid, (b) when sent, if sent by facsimile, (c) when delivered, if delivered personally to the intended recipient, and (d) one (1) Business Day following sending by overnight delivery via a national courier service and, in each case, addressed to a Party at the following address for such Party.

(a)    If to DDR:

DDR Corp.

3300 Enterprise Parkway

Beachwood, OH 44112

Attention: General Counsel

e-mail: akitlowski@ddr.com

with a copy (which shall not constitute Notice) to:

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Jones Day

901 Lakeside Avenue

Cleveland, OH 44114

Attention: James P. Dougherty

(b)    If to RVI:

Retail Value Inc.

3300 Enterprise Parkway

Beachwood, OH 44112

Attention: General Counsel

e-mail: akitlowski@ddr.com

Section 14.6     Counterparts; Electronic Delivery . This Agreement may be executed in multiple counterparts, each of which when executed shall be deemed to be an original, but all of which together shall constitute one and the same agreement. Execution and delivery of this Agreement or any other documents pursuant to this Agreement by facsimile or other electronic means shall be deemed to be, and shall have the same legal effect as, execution by an original signature and delivery in person.

Section 14.7     Severability . If any term or other provision of this Agreement or the Exhibits and Schedules attached hereto or thereto is determined by a nonappealable decision by a court, administrative agency or arbitrator to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions is not affected in any manner materially adverse to either Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the court, administrative agency or arbitrator shall interpret this Agreement so as to affect the original intent of the Parties as closely as possible in an acceptable manner to the end that the Transactions are fulfilled to the fullest extent possible. If any sentence in this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only as broad as is enforceable.

Section 14.8     Assignability; Binding Effect . This Agreement shall be binding upon and inure to the benefit of the Parties and their successors and permitted assigns; provided, however, that the rights and obligations of each Party under this Agreement shall not be assignable, in whole or in part, directly or indirectly, whether by operation of law or otherwise, by such Party without the prior written consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed) and any attempt to assign any rights or obligations under this Agreement without such consent shall be null and void. Notwithstanding the foregoing, either Party may assign its rights and obligations under this Agreement to any of their respective Affiliates provided that no such assignment shall release such assigning Party from any liability or obligation under this Agreement.

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Section 14.9     Governing Law . This Agreement shall be governed by, and construed and enforced in accordance with, the substantive laws of the State of New York, without regard to any conflicts of law provisions thereof that would result in the application of the laws of any other jurisdiction.

Section 14.10     Construction . This Agreement shall be construed as if jointly drafted by the Parties and no rule of construction or strict interpretation shall be applied against either Party. The Parties represent that this Agreement is entered into with full consideration of any and all rights which the Parties may have. The Parties have relied upon their own knowledge and judgment. The Parties have had access to independent legal advice, have conducted such investigations they thought appropriate, and have consulted with such other independent advisors as they deemed appropriate regarding this Agreement and their rights and asserted rights in connection therewith. The Parties are not relying upon any representations or statements made by the other Party, or such other Party’s employees, agents, representatives or attorneys, regarding this Agreement, except to the extent such representations are expressly set forth or incorporated in this Agreement. The Parties are not relying upon a legal duty, if one exists, on the part of the other Party (or such other Party’s employees, agents, representatives or attorneys) to disclose any information in connection with the execution of this Agreement or their preparation, it being expressly understood that neither Party shall ever assert any failure to disclose information on the part of the other Party as a ground for challenging this Agreement.

Section 14.11     Performance . Each Party shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary or Affiliate of such Party.

Section 14.12     Title and Headings . Titles and headings to Sections and Articles are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

Section 14.13     Other Agreements . Except as expressly set forth herein, this Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Separation Agreement or the Ancillary Agreements.

Section 14.14     Payment Terms .

(a)    Except as otherwise expressly provided to the contrary in this Agreement, any amount to be paid or reimbursed by a Party (where applicable, or a member of such Party’s Group) to the other Party (where applicable, or a member of such other Party’s Group) under this Agreement shall be paid or reimbursed hereunder within sixty (60) days after presentation of an invoice or a written demand therefor, in either case setting forth, or accompanied by, reasonable documentation or other reasonable explanation supporting such amount.

(b)    Except as expressly provided to the contrary in this Agreement, any amount not paid when due pursuant to this Agreement (and any amount billed or otherwise invoiced or demanded and properly payable that is not paid within sixty (60) days of such bill, invoice or other demand) shall bear interest at a rate per annum equal to the Prime Rate, from time to time in effect, plus two percent (2%), calculated for the actual number of days elapsed,

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accrued from the date on which such payment was due up to the date of the actual receipt of payment.

(c)    Without the consent of the Party receiving any payment under this Agreement specifying otherwise, all payments to be made by either DDR or RVI under this Agreement shall be made in U.S. dollars. Except as expressly provided herein, any amount which is not expressed in U.S. dollars shall be converted into U.S. dollars by using the exchange rate published on Bloomberg at 5:00 pm, Eastern time, on the day before the relevant date, or in The Wall Street Journal on such date if not so published on Bloomberg. Except as expressly provided herein, in the event that any Tax indemnity payment required to be made hereunder may be denominated in a currency other than U.S. dollars, the amount of such payment shall be converted into U.S. dollars on the date in which notice of the claim is given to the indemnifying Party.

Section 14.15     No Admission of Liability . The allocation of assets and liabilities herein is solely for the purpose of allocating such assets and liabilities between DDR and RVI and is not intended as an admission of liability or responsibility for any alleged liabilities vis-à-vis any third party, including with respect to the liabilities of any non-wholly owned subsidiary of DDR or RVI.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective officers as of the date first set forth above.

[Signature Page to Tax Matters Agreement]

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Exhibit 10.2

EXECUTION VERSION

EXTERNAL MANAGEMENT AGREEMENT

by and between

RETAIL VALUE INC.

and

DDR ASSET MANAGEMENT LLC

Dated July 1, 2018

TABLE OF CONTENTS

i

TABLE OF CONTENTS

(continued)

Exhibits

ii

EXTERNAL MANAGEMENT AGREEMENT

THIS EXTERNAL MANAGEMENT AGREEMENT, dated July 1, 2018 (this “ Agreement ”), is by and between RETAIL VALUE INC., an Ohio corporation (together with its subsidiaries, the “ Company ”) and DDR ASSET MANAGEMENT LLC, a Delaware limited liability company (“ Service Provider ”).

RECITALS:

WHEREAS, Service Provider is experienced in all aspects of publicly traded REIT management and operations;

WHEREAS, on the date immediately prior to the date hereof, the Company was a wholly-owned subsidiary of DDR Corp., an Ohio corporation (“ DDR ”), and on the date hereof, DDR has completed a spin-off of the Company into an independent publicly traded REIT by way of a distribution of shares of the Company (the “ Spin-off ”);

WHEREAS, in connection with the Spin-off, the Company wishes to appoint Service Provider to perform the services described herein on the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, Service Provider wishes to accept such appointment subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the parties hereto, intending to be legally bound, hereby agree as follows:

1.         DEFINITIONS . As used in this Agreement, the following terms have the definitions set forth below.

“ Affiliate ” or “ Affiliated ” means with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person. For purposes of this definition, the terms “controls,” “is controlled by,” or “is under common control with” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership or voting rights, by contract or otherwise. Notwithstanding anything to the contrary in this Agreement and for the avoidance of doubt, with respect to Service Provider and its Affiliates, “Affiliate” will not include the Company and its Affiliates, and with respect to the Company and its Affiliates, “Affiliate” will not include Service Provider and its Affiliates.

“ Agreement ” has the meaning set forth in the preamble to this Agreement, and such term shall include any amendment hereto from time to time.

“ Approved Budget ” has the meaning set forth in Section  16(a) .

“ Articles of Incorporation ” means the articles of incorporation of the Company filed with the Ohio Secretary of State, as the same may be amended from time to time.

“ Assets ” means, collectively, the Properties, personal property (whether tangible or intangible), accounts, cash and any investments owned by the Company, directly or indirectly through one or more of its Affiliates.

“ Asset Management Fee ” means the fee payable to Service Provider and its Affiliates pursuant to Section  5(a) .

“ Automatic Renewal Term ” has the meaning set forth in Section  17 .

“ Board ” means the Board of Directors of the Company.

“ Budget ” has the meaning set forth in Section  16(a) .

“ Change of Control ” means any “person” (as used within the meaning of Section 13(d) of the Exchange Act, as enacted and in force on the date hereof), in a single transaction or in a related series of transactions, whether by way of purchase, acquisition, tender, exchange or other similar offer or recapitalization, reclassification, consolidation, merger, share exchange, scheme of arrangement or other business combination transaction, becoming the “beneficial owner” (as that term is defined in Rule 13d-3, as enacted and in force on the date hereof, under the Exchange Act) of securities of the Company representing a majority of the combined voting power of the Company’s securities then outstanding (a “ Change of Control Transaction ”).

“ Change of Control Transaction ” has the meaning set forth in the definition of “Change of Control.”

“ Change of Control Transaction Fee ” has the meaning set forth in Section  5(c)(i) .

“ CMBS Loan ” means that certain loan, as may be securitized through a commercial mortgage-backed securities issuance, in the original principal amount of $1,350,000,000 made pursuant to that certain Loan Agreement, dated February 14, 2018, by and among the Lender, the Borrower and the Additional Obligor (as such terms are defined therein), as such agreement may be amended from time to time.

“ Code of Regulations ” means the Company’s Code of Regulations, dated June 28, 2018, as the same may be amended from time to time.

“ Company ” has the meaning set forth in the preamble to this Agreement.

“ Consideration ” has the meaning set forth in Section  5(c)(i) .

“ Continuing Director ” means a Director who either (a) was a Director as of the date hereof, or (b) is an individual whose election, or nomination for election, as a Director was approved by a vote of at least a majority of the Directors then in office who were Continuing Directors.

“ Corporate Budget ” has the meaning set forth in Section  16(a) .

“ DDR ” has the meaning set forth in the recitals to this Agreement.

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“ Determination Date ” means the date hereof and thereafter June 30 and December 31 of each year.

“ Director ” means a director of the Company.

“ Disinterested Director ” means an Independent Director who, with respect to the relevant action to be taken under this Agreement, is a “disinterested director” (as such term is used in Section 1701.60 of the Ohio Revised Code).

“ Distributions ” means any distributions of money or other property by the Company to Company shareholders, including distributions that may constitute a return of capital for U.S. federal income tax purposes.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended from time to time, or any successor statute thereto.

“ Financing Fee ” has the meaning set forth in Section  5(b) .

“ Gross Asset Value ” means the total value of the Properties as described on Exhibit B that are still owned by a direct or indirect subsidiary of the Company as of the applicable Determination Date, which values are based upon the appraised values of the Properties obtained in connection with the CMBS Loan and which values may be updated in accordance with provisions described on Exhibit B .

“ Group ” has the meaning set forth in Section  4(b) .

“ Indebtedness ” has the meaning set forth in Section  5(c)(i) .

“ Indemnitee ” has the meaning set forth in Section  21(a) .

“ Independent Director ” means a Director who qualifies as “independent” under Rules 303A.01 and 303A.02 of the New York Stock Exchange Listed Company Manual.

“ Initial Term ” has the meaning set forth in Section  17 .

“ Notice ” has the meaning set forth in Section  22 .

“ Non-Requesting Party ” has the meaning set forth in Exhibit B .

“ Operating Account ” has the meaning set forth in Section  9 .

“ Person ” means any individual, sole proprietorship, partnership, corporation, limited liability company, unincorporated association, trust or other entity.

“ Prime Rate ” means the prime rate of interest as published from time to time in the Wall Street Journal .

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“ Property ” or “ Properties ” means, as the context requires, any, or all, respectively, of the Real Property owned by the Company, directly or indirectly through one or more of its Affiliates or through joint venture arrangements or other partnership or investment interests.

“ Property Management Agreements ” means, collectively, (i) that certain Amended and Restated Management and Leasing Agreement by and among Service Provider and the Owners (as defined therein) dated as of February 14, 2018; (ii) that certain Amended and Restated Management and Leasing Agreement by and among Service Provider and the Owners (as defined therein) dated as of February 14, 2018; and (iii) that certain Amended and Restated Management and Leasing Agreement by and among Service Provider, DDR PR Ventures II LLC and the Owners (as defined therein) dated as of February 14, 2018, as each such agreement may be amended from time to time.

“ Property Roll-Up Budget ” has the meaning set forth in Section  16(a) .

“ Puerto Rico Properties ” means, collectively, the Properties set forth on Exhibit A .

“ Real Property ” means land, rights in land (including leasehold interests), and any buildings, structures, improvements, furnishings, fixtures and equipment located on or used in connection with land and rights or interests in land.

“ REIT ” means “real estate investment trust” within the meaning of Section 856 of the U.S. Internal Revenue Code.

“ Requesting Party ” has the meaning set forth in Exhibit B .

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

“ Separation and Distribution Agreement ” means that certain Separation and Distribution Agreement by and between DDR and the Company dated as of the date hereof.

“ Service Provider ” has the meaning set forth in the preamble to this Agreement.

“ Services ” means, collectively, the services described in Section  3 .

“ Spin-off ” has the meaning set forth in the recitals to this Agreement.

“ Tail Period ” has the meaning set forth in Section  15 .

“ Termination Date ” means the date of termination of this Agreement.

2.         APPOINTMENT . The Company, at the direction of the Board, hereby appoints Service Provider to perform the Services set forth herein on the terms and subject to the conditions set forth in this Agreement.

3.         DUTIES OF SERVICE PROVIDER . Service Provider shall use commercially reasonable efforts in a manner consistent with the standard of services provided by similarly situated external managers to, consistent with the objectives and policies of the Company

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established from time to time by the Board and subject to the supervision and direction of the Board and Section  4 and consistent with the provisions of the Articles of Incorporation and the Code of Regulations:

(a)      provide the daily management for the Company and perform and supervise the various administrative functions necessary for the day-to-day management of the operations of the Company and its Affiliates;

(b)      make dispositions of the Properties subject to the approval of, and within the discretionary limits and authority as granted by, the Board;

(c)      investigate, select and, on behalf of the Company, engage and conduct business with and supervise the performance of such Persons as Service Provider deems necessary to the proper performance of its obligations hereunder (including consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent and any and all agents for any of the foregoing), including Affiliates of Service Provider and Persons acting in any other capacity deemed by Service Provider necessary or desirable for the performance of any of the foregoing services (including entering into contracts in the name of the Company with any of the foregoing), in each case on competitive terms that, in the reasonable judgment of Service Provider, are fair and reasonable to the Company;

(d)      consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Board with advice and recommendations with respect to the making of dispositions consistent with the objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company;

(e)      (i) participate in formulating a Property disposition strategy and Asset allocation framework; (ii) locate, analyze and select potential Property disposition opportunities; (iii); research, identify, review and recommend to the Board dispositions of the Properties; (iv) subject to Section  3(f) below, arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest or distribute the proceeds from the sale of, or otherwise deal with, dispositions of the Properties; (v) actively oversee and manage the Assets for purposes of meeting the Company’s Property disposition objectives and review and analyze financial information for each of the Properties and the overall Asset portfolio; (vi) if applicable, recommend joint venture partners, structure corresponding agreements and oversee and monitor these relationships; (vii) oversee, supervise and evaluate the Affiliated and non-Affiliated Persons with whom Service Provider contracts to perform certain of the services required to be performed under this Agreement; (ix) manage accounting and other record-keeping functions for the Company; (x) perform or coordinate audits and internal audits of the Company’s financial statements and financial reporting as may be reasonably necessary; (xi) generate the Corporate Budget and Property Roll-Up Budget for the Company in the manner set forth in Section  16(a) ; and (xii) recommend various liquidity events to the Board when appropriate;

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(f)      negotiate on behalf of the Company, as directed by the Board, with banks or other lenders for loans to be made to the Company or any of its subsidiaries (including any new loans in connection with or refinancings of the CMBS Loan), and negotiate with investment banking firms and broker-dealers on behalf of the Company or any of its subsidiaries, or obtain loans for the Company or any of its subsidiaries, all within the discretionary limits and authority as granted by the Board, but in no event in such a manner that Service Provider shall be acting as broker-dealer or underwriter;

(g)      from time to time, or at any time reasonably requested by the Board, make reports to the Board on the operations of the Company, including reports with respect to potential conflicts of interest involving Service Provider or any of its Affiliates, in the manner described in Section  14 , and cooperate in good faith to eliminate or minimize any such conflicts;

(h)      as requested by the Board, provide the Company with all necessary cash management services;

(i)      monitor compliance of the Company and the owners of the Properties with all aspects of the CMBS Loan (or any new loans in connection with or refinancings of the CMBS Loan);

(j)      perform investor relations and shareholder communications functions for the Company and assist with logistics related to meetings of the Board;

(k)      as requested by the Board, maintain the Company’s accounting, tax, audit, regulatory and other records and assist the Company in filing all reports required to be filed by it with the SEC, the Internal Revenue Service and other regulatory agencies and any applicable stock exchange; and

(l)      render such other services as may be reasonably determined by the Board consistent with the terms and conditions herein.

Notwithstanding the foregoing or anything else that may be to the contrary in this Agreement, (i) Service Provider may delegate any of the foregoing duties to any Person so long as Service Provider or its Affiliate remains responsible for the performance of the duties set forth in this Section  3 (and subject to the Company’s reimbursement obligations in Section  6 ); and (ii) Service Provider shall only be required to perform the foregoing services to the extent the Company has provided adequate funds to Service Provider for the provision of services and payment of the fees set forth in Section  5 and the expenses set forth in Section  6 .

4.         AUTHORITY OF SERVICE PROVIDER .

(a)      Pursuant to the terms of this Agreement (including the limitations included in Section  3 , this Section  4 , Section  13 and Section  14 ), and subject to the continuing and exclusive authority of the Board over the supervision of the Company, the Company, acting on the unanimous authority of the Board, hereby delegates to Service Provider the authority to perform the Services described in Section  3 .

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(b)      If a transaction requires approval by the Board, any particular Directors specified by the Board or any committee of the Board specified by the Board (each, a “ Group ”), as the case may be, Service Provider shall deliver to the Board or Group all documents and other information reasonably required by them to evaluate the proposed transaction.

(c)      The Board may, at any time upon the giving of Notice to Service Provider, modify or revoke the authority set forth in Section  3 or this Section  4 ; provided , however , that such modification or revocation shall be effective upon receipt by Service Provider.

5.       FEES

(a)     Asset Management Fee . The Company shall pay monthly to Service Provider (on a cash basis of accounting) an asset management fee as compensation for Services rendered by Service Provider and its Affiliates in connection with the management of the Company in an aggregate amount (as determined by Service Provider from time to time) no greater than one-half percent (0.5%) per annum of Gross Asset Value (the “ Asset Management Fee ”). The Asset Management Fee payable hereunder shall be paid in monthly installments each month in advance on the first (1 ^st ) business day of each month based upon the Gross Asset Value as determined on the most recent Determination Date. The Asset Management Fee shall be determined on each Determination Date for the subsequent six (6) calendar months.

(b)       Financing Fee . In connection with any debt financing or refinancing (including the refinancing of all or a portion of the CMBS Loan) entered into by the Company or any of its Affiliates, the Company shall pay a financing fee in an amount equal to 0.2% of the principal amount of such financing or refinancing amount (a “ Financing Fee ”). Any Financing Fee shall be payable at the closing of the financing or refinancing to which such Financing Fee relates.

(c)       Change of Control Fee .

(i)      In the event of a Change of Control Transaction during the Initial Term, any Automatic Renewal Term or the period from and including the Termination Date until the date that is the three (3) month anniversary of the Termination Date, the Company shall pay a fee in an amount equal to one percent (1.0%) of the aggregate Consideration in connection with the Change of Control Transaction (the “ Change of Control Transaction Fee ”). Any Change of Control Transaction Fee shall be payable at the closing of the Change of Control Transaction to which such Change of Control Transaction Fee relates. The term “ Consideration ” shall mean the total amount of cash and the fair market value of other property paid or payable (including amounts paid into escrow) to the Company, its subsidiaries and/or their respective shareholders in connection with the Change of Control Transaction, including amounts paid or payable to acquire unexercised or unconverted warrants, convertible securities, options or similar rights, whether or not vested, which shall be deemed to include the value of any options, warrants or convertible securities of the Company which are assumed by the acquiror or amended to provide that they are exercisable for or convertible into capital stock of the acquiror, plus, without duplication, the principal amount of all indebtedness for borrowed money or similar non-trade related liabilities (including on balance sheet pension deficits and any other quantified liabilities incurred or accrued in relation to pension obligations,

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guarantees or capitalized leases) (collectively, “ Indebtedness ”) of the Company and its subsidiaries outstanding immediately prior to consummation of the Change of Control Transaction or, in the case of a sale of assets, all Indebtedness of the Company and its subsidiaries assumed or refinanced by the acquiror. If a Change of Control Transaction, other than a sale of assets, results in a majority (but less than all) of the stock of the Company having been acquired, the Consideration shall be calculated pursuant to this Section  5(c)(i) as an acquisition of stock in which all of the stock of the Company had been acquired at a price equal to the highest price per share paid by the acquiror for any shares it acquired at the time of the Change of Control Transaction.

(ii)       If the Consideration is subject to increase by contingent payments related to future events, the portion of the Change of Control Transaction Fee relating thereto shall be calculated and paid as and when such payments are made, regardless of the date on which made, except that amounts held in escrow shall be deemed paid at the closing of the Change of Control Transaction. If all or any portion of the Consideration is of a determined amount but is to be paid over time, then the portion of the Change of Control Transaction Fee attributable thereto shall be payable upon the closing of the Change of Control Transaction. For purposes of determining the fair market value of any non-cash Consideration, such determination shall be made on the business day preceding the closing of the Change of Control Transaction, except that if any part of the Consideration consists of marketable securities, for purposes of determining the amount of the Consideration the value of those securities shall be determined by using the average of the last sale prices for those securities on the ten (10) trading days ending the last business day preceding the closing of the Change of Control Transaction.

(d)       Guaranty of Property Management Fees . The Company hereby unconditionally and irrevocably guarantees the punctual payment when due of all fees, expenses and other obligations of each Owner under the Property Management Agreements (including any and all expenses (including counsel fees and expenses) incurred by Service Provider in enforcing the guarantee obligations under this Section  5(d) ).

(e)       Fees for Internalized Services . If the Board elects to internalize any Services provided by Service Provider, the Company shall not pay any compensation or other remuneration to Service Provider or its Affiliates in connection with such internalization of Services; provided , however , that nothing in this Section  5(e) shall create any right to (i) reduce or otherwise revise the Asset Management Fee, the Financing Fee or the Change of Control Transaction Fee; (ii) any assets, intellectual property, personnel or pipeline of assets of Service Provider or its Affiliates, (iii) terminate the Agreement other than as set forth in Section  18 , or (iv) cause Service Provider to provide any services to the Company in respect of less than all of the duties set forth in Section  3 and/or with respect to less than all of the Assets (except with respect to those Services internalized pursuant to the Board’s election).

(f)       Payment of Fees . Service Provider shall be permitted to pay the fees that the Company is required to pay Service Provider under this Section  5 from the funds contained in the applicable Operating Accounts, as and when such fees are required to be paid hereunder, including any fees outstanding as of the Termination Date. To the extent any fees are not paid as and when such fees are required to be paid hereunder, such unpaid sum shall accrue interest at a

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rate equal to the Prime Rate plus five percent (5%) per annum calculated from the date such payment was due (without regard to any grace or cure periods contained herein) until the date on which the Company pays such unpaid sum.

6.         EXPENSES .

(a)       Expenses . In addition to the compensation paid to Service Provider pursuant to Section  5 , the Company shall pay directly or reimburse Service Provider for all expenses paid or incurred by Service Provider or its Affiliates, including those set forth below, in connection with the Services it provides to the Company to the extent such expenses are reasonable and documented out-of-pocket expenses (and to the extent such expenses have been approved by the Company to the extent explicitly required by Section  16(c) ):

(i)    expenses in connection with an approved disposition (including all closing costs);

(ii)    the actual cost of goods and services used by the Company and obtained from entities not Affiliated with Service Provider;

(iii)    fees and costs (including interest costs) payable to third parties incurred by Service Provider in connection with (A) loans to be made to the Company or any of its subsidiaries, including the fees and costs paid by Service Provider or an Affiliate of Service Provider prior to the date of this Agreement in connection with the CMBS Loan, (B) negotiations with investment banking firms and broker-dealers on behalf of the Company or any of its subsidiaries, or (C) loans obtained for the Company or any of its subsidiaries;

(iv)    taxes and assessments on income of the Company or the Assets;

(v)    costs associated with insurance required in connection with the business of the Company or by the Board;

(vi)    expenses of managing and operating the Assets owned by the Company, other than those payable to Service Provider or an Affiliate of Service Provider;

(vii)    expenses in connection with payments to the Directors for attending meetings of the Board and Company shareholders, if applicable;

(viii)    expenses connected with payments of Distributions;

(ix)    expenses of organizing, converting, modifying, terminating or dissolving the Company or any subsidiary thereof or revising, amending, modifying or terminating the Articles of Incorporation, Code of Regulations or governing documents of any subsidiary of the Company;

(x)    expenses of maintaining communications with Company shareholders and of maintaining compliance with applicable laws, including the cost of preparation,

9

printing, and mailing of annual reports and other shareholder reports, proxy statements and other reports required by governmental entities;

(xi)    audit, accounting, legal and other professional advisors fees; and

(xii)    expenses in connection with any travel incurred primarily in connection with providing the Services.

(b)       Payment of Expenses . Expenses incurred by Service Provider on behalf of the Company and payable pursuant to this Section  6 shall be reimbursed no less than monthly to Service Provider (subject to the Company’s prior consent to the extent explicitly required by Section  16(c) ). Service Provider shall be permitted to pay the expenses that it is entitled to receive under this Section  6 from the funds contained in the applicable Operating Accounts, as and when such expenses are required to be paid hereunder, including any expenses outstanding as of the Termination Date. For the avoidance of doubt, it is expressly understood that Service Provider may but is not required to advance its own funds to pay for any expense incurred by Service Provider on behalf of the Company, and may instead require the Company to pay all such expenses directly from the funds contained in the applicable Operating Accounts. To the extent any expenses are not paid or reimbursed as and when such expenses are required to be paid hereunder, such unpaid sum shall accrue interest at a rate equal to the Prime Rate plus five percent (5%) per annum calculated from the date such payment was due (without regard to any grace or cure periods contained herein) until the date on which the Company pays such unpaid sum.

7.         DISCLAIMER . Service Provider makes no representations or warranties, express or implied, in respect of the Services to be provided by it hereunder. Service Provider shall have no obligations to the Company other than as set forth this Agreement and in Separation and Distribution Agreement and any Ancillary Agreement (as such term is defined in the Separation and Distribution Agreement).

8.         NO PARTNERSHIP OR JOINT VENTURE . The parties to this Agreement are not partners or joint venturers with each other and nothing herein shall be construed to make them partners or joint venturers or impose any liability as such on either of them.

9.         BANK ACCOUNTS . Subject to the requirements and limitations of the CMBS Loan, Service Provider shall establish and maintain one or more bank accounts in the name of the Company (any such account, an “ Operating Account ,” and, collectively, the “ Operating Accounts ”) and may collect and deposit into any such Operating Account or Operating Accounts, and disburse from any such Operating Account or Operating Accounts any money on behalf of the Company, under such terms and conditions as the Board may approve; provided, however , that no funds shall be commingled with the funds of Service Provider; and, from time to time upon reasonable request, Service Provider shall render appropriate accountings of such collections and payments to the Board and to the auditors of the Company.

10.         RECORDS; ACCESS . Service Provider shall maintain appropriate records of all its activities hereunder and make such records available for inspection by representatives of

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the Company upon reasonable Notice during ordinary business hours. The Company shall make its books and records available to Service Provider at all times.

11.         LIMITATIONS ON ACTIVITIES .

(a)      Notwithstanding anything herein to the contrary, Service Provider shall refrain from taking any action which, in its sole judgment made in good faith, would (i) not comply with investment policies or guidelines set forth by the Board, (ii) (A) adversely affect the status of the Company as a REIT, unless the Board has determined that REIT qualification is not in the best interests of the Company and its shareholders, or (B) adversely affect the status of DDR as a REIT, (iii) subject the Company to regulation under the Investment Company Act of 1940, as amended, (iv) violate in any material respect any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, or (v) otherwise not be permitted by the Articles of Incorporation or Code of Regulations, except, in all such cases of clauses (i), (ii)(A), (iii) and (v) above, if such action shall be ordered by the Board, in which case Service Provider shall notify the Board promptly of Service Provider’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event, Service Provider shall have no liability for acting in accordance with the specific instructions of the Board so given.

(b)    Service Provider shall not, and shall cause its Affiliates not to, acquire or offer to acquire any Property or other Asset from the Company or any of its subsidiaries unless otherwise consented to by a majority of the Disinterested Directors.

12.         OTHER SERVICES . Should the Board request that Service Provider or any Affiliate thereof or any of their respective officers or employees render services for the Company other than those set forth in Section  3 , such services shall be separately compensated at such customary rates and in such customary amounts as are agreed upon by Service Provider and the Board, including a majority of the Disinterested Directors, subject to the limitations contained in this Agreement and the Articles of Incorporation, and shall not be deemed to be Services pursuant to the terms of this Agreement.

13.         ACTIVITIES OF SERVICE PROVIDER . The Company recognizes that it is not entitled to preferential treatment vis-à-vis Service Provider’s own business activities conducted on its own account and benefit. Nothing contained herein shall prevent Service Provider or any of its Affiliates, or any director, officer, member, partner, employee or shareholder of Service Provider or any of its Affiliates, (a) from rendering services identical or similar to those required by Service Provider hereunder to other Persons (including other REITs) and the management of other programs advised, sponsored or organized by Service Provider or its Affiliates or (b) from taking such actions with respect to (i) Service Provider’s or any of its Affiliates’ equity interests in the Company (if any) or (ii) any guarantee or other credit support agreement, arrangement, commitment or understanding for the benefit of the Company or any of its Affiliates by Service Provider or any of its Affiliates as may be in the sole interest of Service Provider or any of its Affiliates. Further, and for the avoidance of doubt, such Persons may themselves engage in the investment, acquisition, disposition, development, leasing, including such disposition and leasing activities that compete with the Company, and financing of Real Property for their own account and benefit or for others and without any accountability or

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liability whatsoever to the Company even though such services or business activities compete with or are enhanced by the business activity of the Company; provided , however , that Service Provider must devote sufficient resources to the Company’s business to discharge its obligations to the Company under this Agreement.

14.         CONFLICTS .

(a)      If the Company shall propose to enter into any transaction in which Service Provider or any Affiliate thereof has a material interest, then such transaction shall be (i) approved by a majority of the Independent Directors not otherwise interested in such transaction and (ii) on terms and conditions not less favorable to the Company than those available to the Company from unaffiliated third parties.

(b)      Service Provider shall report to the Board the existence of, or change in, any condition or circumstance of which it has actual knowledge, which creates or would reasonably be expected to create a material conflict of interest between Service Provider’s obligations to the Company and its obligations to itself or any of its Affiliates, including any business relationship with any Director or any lender to the Company or its subsidiaries or with respect to any Property.

(c)      For purposes of this Section  14 , the following shall be deemed not to create or give rise to a material conflict of interest: (i) transactions such as dispositions, leasing and financing whose consummation impacts the fees received by Service Provider and its Affiliates pursuant to this Agreement or any Property Management Agreement, (ii) Service Provider’s and its Affiliates’ interests in such other matters as may arise in the ordinary course of business in relation to the relationship between Service Provider and its Affiliates, on the one hand, and the Company and its Affiliates, on the other hand, as contemplated by this Agreement and any Property Management Agreements, including and without limiting the generality of the foregoing and for the avoidance of doubt, tenant leasing and development matters arising in the ordinary course of business, (iii) the fact that Service Provider or any of its Affiliates may hold any equity interest in the Company, or (iv) the fact that Service Provider or any of its Affiliates may guarantee any obligation of or otherwise provide credit support to the Company or any of its Affiliates.

15.         RESTRICTIVE COVENANT . During the Initial Term and any Automatic Renewal Term and until the date that is twelve (12) months after the Termination Date (such period, the “ Tail Period ”), in no event shall the Company or any of its respective Affiliates solicit for employment, employ or attempt to employ or divert any director, employee or agent of Service Provider or any of its Affiliates unless otherwise consented to by the Board; provided , however , that the foregoing restrictions shall not apply (i) during the Tail Period to any director, employee or agent of Service Provider or any of its Affiliates who devotes substantially all of such Person’s time to providing Services to the Puerto Rico Properties and to (ii) (A) such Persons who have not been employed or engaged by Service Provider or any of its Affiliates for a period of three (3) months prior to such solicitation, employment or attempted employment or (B) solicitations for employment not specifically directed at such Persons.

16.         BUDGETS .

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(a)      Contemporaneously with the execution and delivery of this Agreement, the Board has acknowledged its approval of a consolidated property-level budget (the “ Property Roll-Up Budget ”) and a consolidated corporate budget (the “ Corporate Budget ”) for the year ending December 31, 2018. With respect to each subsequent fiscal year, Service Provider shall prepare and provide a Property Roll-Up Budget and Corporate Budget to the Board for approval not later than December 1 of the prior fiscal year (until approved pursuant to this Section  16(a) , each, a “ Budget ” and, once approved, an “ Approved Budget ”).

(b)      If the Board fails to approve a proposed Budget (or a particular portion thereof) for any fiscal year prior to the first day of such fiscal year, Service Provider shall manage the Company in accordance with the portion of the proposed Budget that was approved by the Board and, in relation to the portion that was not approved, in accordance with the corresponding portion of the Approved Budget of such Property or the Company, as applicable, for the immediately preceding Fiscal Year, except that the applicable portion of such preceding Approved Budget shall be adjusted to reflect (i) in relation to expenses not within the reasonable control of the Company, the actual amount of such expenses; and (ii) in relation to expenses within the reasonable control of the Company, an increase of five percent (5%) over the amount set out in such preceding Approved Budget.

(c)      Service Provider agrees to manage the Company in accordance with the Approved Budgets; provided , that Service Provider may vary from the limitations set forth in any Approved Budget (i) in relation to expenditures not reasonably within the control of the Company or expenditures incurred under such circumstances as Service Provider shall reasonably and in good faith deem to be an emergency necessary for the preservation or safety of the Company or the Properties, in such amounts as are reasonably necessary in Service Provider’s good faith judgment and (ii) in relation to expenditures reasonably within the control of the Company, to the extent that (A) any expenditure does not cause aggregate expenditures for the relevant line item in such Approved Budget to exceed the aggregate amount budgeted for such item by more than ten percent (10%) of the amount set forth in such Approved Budget and (B) the aggregate of such controllable expenditures does not exceed one hundred eight percent (108%) of the sum of the line items for controllable expenditures in the Approved Budget.

(d)      During each calendar year, Service Provider shall, as part of its quarterly reporting to the Board, report line item variances against the applicable Approved Budget and provide a reconciliation of actual expenditures to amounts set forth in the applicable Approved Budget. In the event that Service Provider proposes to make any expenditures in excess of the amounts permitted in Section  16(c) , Service Provider shall prepare and submit to the Board a statement setting forth the details of the proposed expenditure and the reasons therefor, together with an explanation of the variance as it relates to the applicable Approved Budget. The Board shall be deemed to have approved such expenditure unless it shall have affirmatively disapproved such expenditure in writing within ten (10) business days after Service Provider shall have delivered such statement to the Board.

17.         TERM OF AGREEMENT . This Agreement shall be in effect as of the date hereof and continue in force until December 31, 2019 (the “ Initial Term ”) and thereafter shall renew automatically for successive six month periods (each, an “ Automatic Renewal Term ”)

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unless a majority of the Disinterested Directors or Service Provider elect to terminate this Agreement in accordance with Section  18 .

18.         TERMINATION BY THE PARTIES . This Agreement may be terminated at the expiration of the Initial Term or any Automatic Renewal Term by a majority of the Disinterested Directors or by Service Provider, with or without cause and without penalty, upon written Notice sixty (60) days’ prior to the end of such term. Notwithstanding the foregoing, this Agreement:

(a)      may be terminated (i) immediately upon written Notice to the Company by Service Provider upon a Change of Control, or (ii) by either party, without penalty, upon written Notice ten (10) business days’ prior to the termination from the terminating party to the other party if the other party, its agents or its assignees breaches any material provision of this Agreement and such material breach shall continue for a period of ten (10) business days after written Notice thereof;

(b)      may be terminated by Service Provider if (i) there is a material change in the business strategy of the Company; or (ii) there is a material change or reduction in the duties of Service Provider or the scope of Services authorized by the Board to be performed by Service Provider hereunder (in each case such termination shall be effective sixty (60) days following the Company’s receipt of written Notice from Service Provider of such material change described in clauses (i) and (ii)); and

(c)      shall terminate automatically (i) at such time that none of the Property Management Agreements remain in effect, or (ii) at the effective time of the dissolution of the Company or, if the Assets of the Company are transferred to a liquidating trust, the final disposition of the Assets transferred by the liquidating trust.

(d)      The provisions of Sections 17 through 30 (inclusive) shall survive any expiration or earlier termination of this Agreement.

19.         ASSIGNMENT . This Agreement and/or any fees paid to Service Provider hereunder may be assigned in whole or in part by Service Provider to an Affiliate of DDR. This Agreement shall not be assigned by the Company without the consent of Service Provider.

20.         PAYMENTS TO AND DUTIES OF SERVICE PROVIDER UPON TERMINATION .

(a)       Amounts Owed . After the Termination Date, Service Provider shall be entitled to receive from the Company within thirty (30) days after the Termination Date (i) all amounts then accrued and owing to Service Provider hereunder and (ii) reimbursement of expenses incurred by Service Provider in connection with facilitating the transition of the Services and the books and records of the Company to the Company or another third party manager (including any out-of-pocket expenses, including attorneys’ fees and disbursements, incurred by Service Provider following the Termination Date and the salaries of any employees of DDR or an Affiliate thereof based on the amount of time worked by such employees following the Termination Date in facilitating such transition).

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(b)       Service Provider’s Duties . After the Termination Date, Service Provider shall promptly:

(i)    pay over to the Company all money collected and held for the account of the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled;

(ii)    deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, and all accrued compensation and reimbursement deducted pursuant to Section  20(b)(i) , covering the period following the date of the last accounting furnished to the Board;

(iii)    deliver to the Board all assets, including all of the Assets, books and records, and documents of the Company then in the custody of Service Provider; and

(iv)    cooperate with the Company and Board in making an orderly transition of the management function.

21.         LIMITATION OF LIABILITY AND INDEMNIFICATION .

(a)      The Company shall reimburse, indemnify and hold harmless Service Provider and its Affiliates, as well as their respective officers (and persons serving as officers of the Company at the request of Service Provider or the Board), directors, equityholders, members, partners, and employees (collectively, the “ Indemnitees ,” and each, an “ Indemnitee ”), for and from all liability, claims, damages and losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ fees, except to the extent arising from any act or omission by the applicable Indemnitee that constitutes gross negligence or willful misconduct as determined by a final, non-appealable determination of a court of competent jurisdiction. In addition, the Company shall promptly advance expenses incurred by Indemnitees for matters referred to in this Section  21(a) upon request for such advancement; provided , that the Indemnitee provides a written affirmation (i) of the Indemnitee’s good faith belief that the Indemnitee has met the standard of conduct necessary for indemnification by the Company pursuant to this Section  21(a) and (ii) that the Indemnitee will repay the amount paid or reimbursed by the Company, to the applicable extent, if it is ultimately determined by a final, non-appealable determination by a court of competent jurisdiction that the Indemnitee did not meet such standard. In addition to the indemnification obligations described in the foregoing sentence, the Company shall indemnify Service Provider, DDR and their respective Affiliates for any liabilities, claims, damages or losses arising out of any recorded guaranty obligations of DDR and/or its Affiliates relating to the Properties.

(b)      Service Provider shall indemnify and hold harmless the Company for and from all liability, claims, damages and losses, and related expenses, including reasonable attorneys’ fees, to the extent that such liability, claims, damages or losses and related expenses are not fully reimbursed by insurance and are incurred by reason of Service Provider’s gross negligence or willful misconduct as determined by a final, non-appealable determination of a court of competent jurisdiction in connection with its performance of its duties hereunder; provided ,

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however , that Service Provider shall not be held responsible for any action of the Board in following or declining to follow any advice or recommendation given by Service Provider.

(c)      The Indemnitees will not be liable to the Company or any of its Affiliates, or their respective officers, directors, equityholders, members, partners, or employees, for any liabilities, claims, damages or losses arising in the performance of any Indemnitee’s duties hereunder, except with respect to any act or omission that constitutes gross negligence or willful misconduct on the part of the applicable Indemnitee as determined by a final, non-appealable determination of a court of competent jurisdiction. Notwithstanding anything herein to the contrary, including Section  21(b) , in no event will any Indemnitee be liable to the Company or any of its Affiliates, or their respective officers directors, equityholders, members, partners, or employees, for any indirect, special, incidental or consequential damages, including lost profits or savings, whether or not such damages are foreseeable, or in respect of any third-party claims (whether based in contract, tort or otherwise), relating to, in connection with or arising out of this Agreement, including the Services to be provided by Service Provider or any of its Affiliates hereunder, or for any amount in excess of the fees actually received by Service Provider hereunder.

22.         NOTICES . Any notice, report or other communication (each a “ Notice ”) required or permitted to be given hereunder shall be in writing unless some other method of giving such Notice is required by the Articles of Incorporation or Code of Regulations, and shall be given by being delivered by hand or by courier or overnight carrier to the addresses set forth below:

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Any party may at any time give Notice in writing to the other parties of a change in its address for the purposes of this Section  22 .

23.         MODIFICATION . This Agreement shall not be amended, supplemented, terminated, modified, discharged or otherwise changed, in whole or in part, except by an instrument in writing signed by the parties hereto, or their respective successors or permitted assignees.

24.         SEVERABILITY . The provisions of this Agreement are independent of and severable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.

25.         GOVERNING LAW . The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the State of Ohio, without regard to the principles of conflicts of laws thereof.

26.         ENTIRE AGREEMENT . This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance or usage of the trade inconsistent with any of the terms hereof.

27.         NO WAIVER . Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

28.         CERTAIN INTERPRETATIVE MATTERS . For the purposes of this Agreement, (a) whenever the context may require, any pronoun shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa, (b) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation;” (c) the word “or” is not exclusive, (d) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole, (e) references to any Person include the successors and permitted assigns of that Person, (f) “to the extent” means the degree to which a subject or other thing extends, and such phrase does not mean simply “if” and (g) unless the context otherwise requires, Sections and Exhibits mean Sections of and Exhibits attached to this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.

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29.         HEADINGS . The titles of sections and subsections contained in this Agreement are for convenience only, and they neither form a part of this Agreement nor are they to be used in the construction or interpretation hereof.

30.         EXECUTION IN COUNTERPARTS . This Agreement may be executed (including by facsimile, PDF or other electronic transmission) with counterpart signature pages or in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first Written above.

[Signature Page to Agreement]

Exhibit 10.3

DIRECTOR AND OFFICER

INDEMNIFICATION AGREEMENT

This Director and Officer Indemnification Agreement, dated as of              , 20      (this “ Agreement ”), is made by and between Retail Value Inc., an Ohio corporation (the “ Company ”), and                      (“ Indemnitee ”).

RECITALS:

A.    In recognition of the need for corporations to be able to induce capable and responsible persons to accept positions in corporate management, Ohio law authorizes (and in some instances requires) corporations to indemnify their directors and officers, and further authorizes corporations to purchase and maintain insurance for the benefit of their directors and officer.

B.    Indemnification by a corporation serves the policies of (1) allowing corporate officials to resist unjustified lawsuits, secure in the knowledge that, if vindicated, the corporation will bear the expense of litigation, (2) encouraging capable women and men to serve as corporate directors and officers, secure in the knowledge that the corporation will absorb the costs of defending their honesty and integrity and (3) authorizing corporations to purchase and maintain insurance for the benefit of their directors and officers.

C.    Ohio law also authorizes a corporation to pay in advance of the final disposition of an action, suit or proceeding the expenses incurred by a director or officer in the defense thereof, and any such right to the advancement of expenses may be made separate and distinct from any right to indemnification and need not be subject to the satisfaction of any standard of conduct or otherwise affected by the merits of any claims against the director or officer.

D.    Legislative and regulatory initiatives have also exposed directors and officers of public companies to a significantly greater risk of criminal proceedings, with attendant defense costs and potential criminal fines and penalties.

E.    Under Ohio law, a director’s and officer’s right to be reimbursed for the costs of defense of criminal actions does not depend upon the merits of the claims asserted against the director or officer and indemnification of the director or officer against criminal fines is permitted if the director or officer satisfies the applicable standard of conduct.

F.    Indemnitee is a director and/or officer of the Company and Indemnitee’s willingness to serve in such capacity is predicated, in substantial part, upon the Company’s willingness to indemnify Indemnitee in accordance with the principles reflected above, to the fullest extent permitted by the laws of the state of Ohio, and upon the other undertakings set forth in this Agreement.

G.    The code of regulations of the Company provides that the Company shall indemnify certain individuals who may be a party to threatened, pending or completed claims by reason of their status as a director and/or officer of the Company and for the prepayment, advancement or reimbursement by the Company of certain expenses incurred in connection with such claims.

H.    Therefore, in recognition of the need to provide Indemnitee with contractual protection against personal liability, in order to procure Indemnitee’s service as a director and/or officer of the Company and to enhance Indemnitee’s ability to serve the Company in

an effective manner, and in order to provide such protection pursuant to express contract rights (intended to be enforceable irrespective of, among other things, any amendment to any provisions relating to indemnification included in the Constituent Documents, any change in the composition of the Board, any change-in-control or business combination transaction relating to the Company, or any change in the director’s or officer’s status through retirement or resignation), the Company wishes to provide for the indemnification of and the advancement of Expenses to Indemnitee as set forth in this Agreement and for the continued coverage of Indemnitee under the Company’s directors’ and officers’ liability insurance policies.

I.    In light of the considerations referred to in the preceding recitals, it is the Company’s intention and desire that the provisions of this Agreement be construed liberally, subject to their express terms, to maximize the protections to be provided to Indemnitee hereunder.

AGREEMENT:

NOW, THEREFORE, the parties hereby agree as follows:

1.      Certain Definitions. In addition to terms defined elsewhere herein, including Section  23 , the following terms have the following meanings when used in this Agreement:

(a)    “ Board ” means the Board of Directors of the Company.

(b)    “ Change in Control ” means the occurrence of any of the following:

(i)     the Board or shareholders of the Company approve a consolidation or merger in which the Company is not the surviving corporation, the sale of substantially all of the assets of the Company, or the liquidation or dissolution of the Company;

(ii)    any person or other entity (other than the Company or a Subsidiary or any Company employee benefit plan (including any trustee of any such plan acting in its capacity as trustee)) purchases any Shares (or securities convertible into Shares) pursuant to a tender or exchange offer without the prior consent of the Board, or becomes the beneficial owner of securities of the Company representing 30% or more of the voting power of the Company’s outstanding securities without the prior consent of the Board; and

(iii)    during any two-year period, individuals who at the beginning of such period constitute the entire Board cease to constitute a majority of the Board, unless the election or the nomination for election of each new director is approved by at least two-thirds of the directors who at the beginning of such period constituted the entire Board (either by a specific vote or by approval of the Company’s proxy statement in which such person is named as a nominee of the Company for director), but excluding for this purpose any person whose initial assumption of office as a director of the Company occurs as a result of either an actual or threatened election contest with respect to the election or removal of directors of the Company or other actual or threatened solicitation of proxies or consents by or on behalf of an individual, corporation, partnership, group, associate or other entity or person other than the Board, shall be, for purposes of this definition, considered as though such person was a member of the Board at the beginning of such period.

(c)    “ Claim ” means (i) any threatened, asserted, pending or completed claim, demand, action, suit or proceeding of any kind, whether civil, criminal, administrative, arbitrative, investigative or other, and whether made pursuant to federal, state or other law; and (ii) any

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threatened, pending or completed inquiry or investigation, whether made, instituted or conducted by or at the behest of the Company or any other person, including any federal, state or other court or governmental entity or agency and any committee or other representative of any corporate constituency, that Indemnitee determines might lead to the institution of any such claim, demand, action, suit or proceeding.

(d)    “ Constituent Documents ” means the Company’s articles of incorporation and code of regulations.

(e)    “ Controlled Affiliate ” means any corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit, that is directly or indirectly controlled by the Company. For purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity or enterprise, whether through the ownership of voting securities, through other voting rights, by contract or otherwise; provided that direct or indirect beneficial ownership of capital stock or other interests in an entity or enterprise entitling the holder to cast 20% or more of the total number of votes generally entitled to be cast in the election of directors (or persons performing comparable functions) of such entity or enterprise will be deemed to constitute “control” for purposes of this definition.

(f)    “ Disinterested Director ” means a director of the Company who is not and was not a party to the Claim in respect of which indemnification is sought by Indemnitee.

(g)    “ ERISA Losses ” means any taxes, penalties or other liabilities under the Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended.

(h)    “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

(i)    “ Expenses ” means attorneys’ and experts’ fees and expenses and all other costs and expenses paid or payable in connection with investigating, defending, being a witness in, responding to or participating in (including on appeal), or preparing to investigate, defend, be a witness in, respond to or participate in (including on appeal), any Claim, any federal, state, local or foreign income tax(es) paid or payable by the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, and any amounts paid in settlement prior to a final, nonappealable judgment or conviction.

(j)    “ Incumbent Directors ” means the individuals who, as of the date of this Agreement, are directors of the Company and any individual becoming a director of the Company subsequent to the date hereof whose election, nomination for election by the Company’s shareholders, or appointment was approved by a vote of at least two-thirds of the then Incumbent Directors; provided , however , that an individual will not be an Incumbent Director if such individual’s election or appointment to the Board occurs as a result of an actual or threatened election contest (as described in Rule 14a-12(c) of the Exchange Act) with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board.

(k)    “ Indemnifiable Claim ” means any Claim based upon, arising out of or resulting from (i) any actual, alleged or suspected act or failure to act by Indemnitee in his or her capacity as a director, officer, employee or agent of the Company or as a director, officer, employee, member, manager, trustee or agent of any other corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for

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profit (including any employee benefit plan or related trust), as to which Indemnitee is or was serving at the request of the Company as a director, officer, employee, member, manager, trustee or agent, (ii) any actual, alleged or suspected act or failure to act by Indemnitee in respect of any business, transaction, communication, filing, disclosure or other activity of the Company or any other entity or enterprise referred to in clause (i) of this sentence, or (iii) Indemnitee’s status as a current or former director, officer, employee or agent of the Company or as a current or former director, officer, employee, member, manager, trustee or agent of the Company or any other entity or enterprise referred to in clause (i) of this sentence or any actual, alleged or suspected act or failure to act by Indemnitee in connection with any obligation or restriction imposed upon Indemnitee by reason of such status. In addition to any service at the actual request of the Company, for purposes of this Agreement, Indemnitee will be deemed to be serving or to have served at the request of the Company as a director, officer, employee, member, manager, trustee or agent of another entity or enterprise if Indemnitee is or was serving as a director, officer, employee, member, manager, trustee or agent of such entity or enterprise and (i) such entity or enterprise is or at the time of such service was a Controlled Affiliate, (ii) such entity or enterprise is or at the time of such service was an employee benefit plan (or related trust) sponsored or maintained by the Company or a Controlled Affiliate, or (iii) the Company or a Controlled Affiliate directly or indirectly caused or authorized Indemnitee to be nominated, elected, appointed, designated, employed, engaged or selected to serve in such capacity.

(l)    “ Indemnifiable Losses ” means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.

(m)    “ Independent Counsel ” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company (or any Subsidiary) or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other named (or, as to a threatened matter, reasonably likely to be named) party to the Indemnifiable Claim giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” will not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

(n)    “ Losses ” means any and all Expenses, damages, losses, liabilities, judgments, fines, penalties (whether civil, criminal or other), ERISA Losses and amounts paid in settlement, including all interest, assessments and other charges paid or payable in connection with or in respect of any of the foregoing.

(o)    “ Notification Date ” means the date of receipt by the Company of written notice from Indemnitee advising the Company of the final disposition of the applicable Indemnifiable Claim or portion thereof to which such Indemnifiable Losses are related, out of which such Indemnifiable Losses arose or from which such Indemnifiable Losses resulted.

(p)    “ ORC ” means the Ohio Revised Code.

(q)    “ Other Indemnity Provisions ” means, collectively, (i) the Constituent Documents, (ii) the substantive laws of Ohio, and (iii) any other contract to which both Indemnitee and

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the Company (or a Subsidiary) are a party.

(r)    “ Standard of Conduct Determination ” means a determination of whether Indemnitee has satisfied any applicable standard of conduct under Ohio law that is a legally required condition precedent to indemnification of Indemnitee under this Agreement against Indemnifiable Losses relating to, arising out of or resulting from an Indemnifiable Claim.

(s)    “ Subsidiary ” means an entity in which the Company directly or indirectly beneficially owns 50% or more of the total combined voting power of securities entitled to vote generally in the election of directors.

(t)    “ Undertaking ” means a sworn request for advancement of Expenses substantially in the form of Exhibit A attached hereto, with the blanks therein appropriately completed and the proper selection made for the bracketed alternatives therein.

2.      Indemnification Obligation. Subject to Section  8 , the Company will indemnify, defend and hold harmless Indemnitee, to the fullest extent permitted or required by the laws of the State of Ohio in effect on the date hereof or as such laws may from time to time hereafter be amended to increase the scope of such permitted or required indemnification, against any and all Indemnifiable Claims and Indemnifiable Losses; provided , however , that (a) except for claims as provided in Sections 4 and 22 , Indemnitee will not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Claim and (b) no repeal or amendment of any law of the State of Ohio shall in any way diminish or adversely affect the rights of Indemnitee pursuant to this Agreement in respect of any occurrence or matter arising prior to any such repeal or amendment.

3.      Advancement of Expenses Incurred with Respect to Indemnifiable Claims. Indemnitee will have the right to advancement by the Company prior to the final disposition of any Indemnifiable Claim of any and all Expenses relating to, arising out of or resulting from any Indemnifiable Claim paid or incurred by Indemnitee or which Indemnitee determines are reasonably likely to be paid or incurred by Indemnitee. Indemnitee’s right to such advancement is not subject to the satisfaction of any standard of conduct and is not conditioned upon any prior determination that Indemnitee is entitled to indemnification under this Agreement with respect to the Indemnifiable Claim or the absence of any prior determination to the contrary. Without limiting the generality or effect of the foregoing, within five business days after any request by Indemnitee, the Company shall, in accordance with such request (but without duplication), (a) pay such Expenses on behalf of Indemnitee, (b) advance to Indemnitee funds in an amount sufficient to pay such Expenses, or (c) reimburse Indemnitee for such Expenses; provided that Indemnitee shall repay, without interest any amounts actually advanced to Indemnitee that, at the final disposition of the Indemnifiable Claim to which the advance related, were in excess of amounts paid or payable by Indemnitee in respect of Expenses relating to, arising out of or resulting from such Indemnifiable Claim. In connection with any such payment, advancement or reimbursement, if delivery of an undertaking is a legally required condition precedent to such payment, advance, or reimbursement, the Indemnitee shall execute and deliver to the Company an Undertaking, which need not be secured and will be accepted by the Company without reference to Indemnitee’s ability to repay the Expenses. In no event will Indemnitee’s right to the payment, advancement or reimbursement of Expenses pursuant to this Section  3 be

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conditioned upon any Undertaking that is less favorable to Indemnitee than, or that is in addition to, the Undertaking set forth in Exhibit A .

4.      Indemnification for Additional Expenses. The Company will indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, will reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request, any and all Expenses paid or incurred by Indemnitee or which Indemnitee determines are reasonably likely to be paid or incurred by Indemnitee in connection with any Claim made, instituted or conducted by Indemnitee in each case to the fullest extent permitted or required by the laws of the State of Ohio in effect on the date hereof or as such laws may from time to time hereafter be amended to increase the scope of such permitted or required indemnification, reimbursement or advancement of such Expenses for (a) indemnification or payment, advancement or reimbursement of Expenses by the Company under any provision of this Agreement, or under any other agreement or provision of the Constituent Documents now or hereafter in effect relating to Indemnifiable Claims, and/or (b) recovery under any directors’ and officers’ liability insurance policies maintained by the Company, regardless in each case of whether Indemnitee ultimately is determined to be entitled to such indemnification, reimbursement, advance or insurance recovery, as the case may be; provided , however , that Indemnitee will return, without interest, any such advance of Expenses (or portion thereof) which remains unspent at the final disposition of the Claim (including, if applicable, final payment thereof) to which the advance related.

5.      Contribution. To the fullest extent permissible under applicable law in effect on the date hereof or as such law may from time to time hereafter be amended to increase the scope of such permitted or required indemnification, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the payment of any and all Indemnifiable Claims or Indemnifiable Losses, in such proportion as is fair and reasonable in light of all of the circumstances in order to reflect (a) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Indemnifiable Claim or Indemnifiable Loss and/or (b) the relative fault of the Company (and its other directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s); provided that such contribution shall not be required where it is determined, pursuant to a final disposition of such Indemnifiable Claim or Indemnifiable Loss in accordance with Section  8 , that Indemnitee is not entitled to indemnification by the Company with respect to such Indemnifiable Claim or Indemnifiable Loss.

6.      Partial Indemnity. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for a portion of any Indemnifiable Loss, but not for the total amount thereof, the Company will nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

7.      Procedure for Notification. To obtain indemnification under this Agreement in respect of an Indemnifiable Claim or Indemnifiable Loss, Indemnitee will submit to the Company a written request, including a brief description (based upon information then available to Indemnitee) of such Indemnifiable Claim or Indemnifiable Loss. If, at the time of the receipt of such request, the Company has directors’ and officers’ liability insurance in effect under which coverage for such Indemnifiable Claim or Indemnifiable Loss is potentially available, the Company will give prompt written notice of such Indemnifiable Claim or Indemnifiable

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Loss to the applicable insurers in accordance with the procedures set forth in the applicable policies. The Company will provide to Indemnitee a copy of such notice delivered to the applicable insurers, and copies of all subsequent correspondence between the Company and such insurers regarding the Indemnifiable Claim or Indemnifiable Loss, in each case substantially concurrently with the delivery or receipt thereof by the Company. The failure by Indemnitee to timely notify the Company of any Indemnifiable Claim or Indemnifiable Loss will not relieve the Company from any liability hereunder unless, and only to the extent that, the Company did not otherwise learn of such Indemnifiable Claim or Indemnifiable Loss and such failure is the primary cause of forfeiture by the Company of substantial defenses, rights or insurance coverage.

8.    Determination of Right to Indemnification.

(a)     Circumstances in Which No Standard of Conduct Determination is Required . To the extent that an Indemnifiable Claim or any portion thereof, including the defense of any Indemnifiable Claim or any portion thereof or defense of any issue or matter therein, will have been resolved successfully on the merits or otherwise in favor of Indemnitee, including through a dismissal without prejudice, Indemnitee will be indemnified against all Indemnifiable Losses relating to, arising out of or resulting from such Indemnifiable Claim in accordance with Section  2 and no Standard of Conduct Determination will be required. In the event that a matter as to which there has been a dismissal without prejudice is later revived in the same or similar form, that matter will be treated as a new Claim for all purposes of this Agreement.

(b)     Standard of Conduct Determination . To the extent that an Indemnifiable Claim or any portion thereof, including the defense of any Indemnifiable Claim or any portion thereof or defense of any issue or matter therein, will not have been resolved successfully on the merits or otherwise in favor of Indemnitee, including through a dismissal without prejudice, and the provisions of Section  8(a) are thereby inapplicable, any Standard of Conduct Determination will be made as follows: (i) by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (ii) if a majority of Disinterested Directors so direct, by Independent Counsel, in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee or (iii) if there are no such Disinterested Directors, by Independent Counsel, selected by the Indemnitee, subject to the reasonable approval of the Board, in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee; provided , however , that in the event that there has been a Change in Control after the date of this Agreement, all Standard of Conduct Determinations thereafter shall be made by Independent Counsel. Indemnitee and the Company will cooperate with the person or persons making such Standard of Conduct Determination, including providing to such person or persons, upon reasonable advance request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. The Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request, any and all costs and expenses (including attorneys’ and experts’ fees and expenses) incurred by Indemnitee in so cooperating with the person or persons making such Standard of Conduct Determination.

(c)     Timing of Standard of Conduct Determination. The Company will use its reasonable

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efforts to cause any Standard of Conduct Determination required under Section  8(b) to be made as promptly as practicable. If (i) the person or persons empowered or selected under Section  8(b) to make the Standard of Conduct Determination will not have made a determination within 30 days after the later of (A) the Notification Date and (B) the selection of an Independent Counsel, if such determination is to be made by Independent Counsel and (ii) Indemnitee will have fulfilled his/her obligations set forth in the penultimate sentence of Section  8(b) , then Indemnitee will be deemed to have satisfied the applicable standard of conduct; provided that such 30-day period may be extended for a reasonable time, not to exceed an additional 30 days, if the person or persons making such Standard of Conduct Determination in good faith requires such additional time for the obtaining or evaluation or documentation and/or information relating thereto.

(d)     Timing of Payment. If (i) Indemnitee will be entitled to indemnification hereunder against any Indemnifiable Losses pursuant to Section  8(a) , (ii) no determination of whether Indemnitee has satisfied any applicable standard of conduct under Ohio law is a legally required condition precedent to indemnification of Indemnitee hereunder against any Indemnifiable Losses, or (iii) Indemnitee has been determined or deemed pursuant to Section  8(b) to have satisfied any applicable standard of conduct under Ohio law which is a legally required condition precedent to indemnification of Indemnitee hereunder against any Indemnifiable Losses, then the Company will pay to Indemnitee, within five business days after the later of (x) the Notification Date and (y) the earliest date on which the applicable criterion specified in clause (i), (ii) or (iii) of this Section  8(d) will have been satisfied, an amount equal to the amount of such Indemnifiable Losses.

9.    Presumption of Entitlement.

(a)    In making a determination of whether Indemnitee has been successful on the merits or otherwise in defense of any Indemnifiable Claim or any portion thereof or in defense of any issue or matter therein, the Company acknowledges that a resolution, disposition or outcome short of dismissal or final judgment, including outcomes that permit Indemnitee to avoid expense, delay, embarrassment, injury to reputation, distraction, disruption or uncertainty, may constitute such success. In the event that any Indemnifiable Claim or any portion thereof or issue or matter therein is resolved or disposed of in any manner other than by adverse judgment against Indemnitee (including any resolution or disposition thereof by means of settlement with or without payment of money or other consideration), it shall be presumed that Indemnitee has been successful on the merits or otherwise in defense of such Indemnifiable Claim or portion thereof or issue or matter therein. The Company may overcome such presumption only by its adducing clear and convincing evidence to the contrary.

(b)    In making any Standard of Conduct Determination, the person or persons making such determination shall presume that Indemnitee has satisfied the applicable standard of conduct, and the Company may overcome such presumption only by its adducing clear and convincing evidence to the contrary. Any Standard of Conduct Determination that Indemnitee has satisfied the applicable standard of conduct shall be final and binding in all respects, including with respect to any litigation or other action or proceeding initiated by Indemnitee to enforce his or her rights hereunder. Any Standard of Conduct Determination that is adverse to Indemnitee may be challenged by the Indemnitee in the state or federal courts in Ohio. No determination by the Company (including by its directors or any

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Independent Counsel) that Indemnitee has not satisfied any applicable standard of conduct shall be a defense to any Claim by Indemnitee for indemnification or reimbursement or advance payment of Expenses by the Company hereunder or create a presumption that Indemnitee has not met any applicable standard of conduct.

(c)    Without limiting the generality or effect of Section  9(b) , (i) to the extent that any Indemnifiable Claim relates to any entity or enterprise (other than the Company) referred to in clause (i) of the first sentence of the definition of “Indemnifiable Claim,” Indemnitee shall be deemed to have satisfied the applicable standard of conduct if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the interests of such entity or enterprise (or the owners or beneficiaries thereof, including in the case of any employee benefit plan the participants and beneficiaries thereof) and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful, and (ii) in all cases, any belief of Indemnitee that is based on the records or books of account of the Company, including financial statements, or on information supplied to Indemnitee by the directors or officers of the Company in the course of their duties, or on the advice of legal counsel for the Company, the Board, or any committee of the Board, or on information or records given or reports made to the Company, the Board, or any committee of the Board by an independent certified public accountant or by an appraiser or other expert selected by or on behalf of the Company, the Board, or any committee of the Board shall be deemed to be reasonable.

10.      No Adverse Presumption. For purposes of this Agreement, the termination of any Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere or its equivalent, will not create a presumption that Indemnitee did not meet any applicable standard of conduct or that indemnification hereunder is otherwise not permitted.

11.      Non-Exclusivity. The rights of Indemnitee hereunder will be in addition to any other rights Indemnitee may have under any Other Indemnity Provisions; provided , however , that (a) to the extent that Indemnitee otherwise would have any greater right to indemnification under any Other Indemnity Provision, Indemnitee will be deemed to have such greater right hereunder and (b) to the extent that any change is made to any Other Indemnity Provision which permits any greater right to indemnification than that provided under this Agreement as of the date hereof, Indemnitee will be deemed to have such greater right hereunder. The Company will not adopt any amendment to any of the Constituent Documents the effect of which would be to deny, diminish or encumber Indemnitee’s right to indemnification under this Agreement or any Other Indemnity Provision.

12.      Liability Insurance and Funding. For the duration of Indemnitee’s service as a director and/or officer of the Company, and thereafter for so long as Indemnitee will be subject to any pending or possible Indemnifiable Claim, the Company will use commercially reasonable efforts (taking into account the scope and amount of coverage available relative to the cost thereof) to cause to be maintained in effect policies of directors’ and officers’ liability insurance providing coverage for directors and/or officers of the Company that is at least substantially comparable in scope and amount to that provided by the Company’s current policies of directors’ and officers’ liability insurance. The Company will provide Indemnitee with a copy of all directors’ and officers’ liability insurance applications, binders, policies, declarations, endorsements and other related materials, and shall provide Indemnitee with a

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reasonable opportunity to review and comment on the same. Without limiting the generality or effect of the two immediately preceding sentences, the Company will not discontinue or significantly reduce the scope or amount of coverage from one policy period to the next (i) without the prior approval thereof by a majority vote of the Incumbent Directors, even if less than a quorum, or (ii) if at the time that any such discontinuation or significant reduction in the scope or amount of coverage is proposed there are no Incumbent Directors, without the prior written consent of Indemnitee (which consent will not be unreasonably withheld or delayed). In all policies of directors’ and officers’ liability insurance obtained by the Company, Indemnitee will be named as an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, as are accorded to the Company’s directors and officers most favorably insured by such policy. To the extent requested by Indemnitee, the Board shall consider such request, and if approved by the Board or a duly authorized committee or subcommittee thereof, the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations under this Agreement through a bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of the Indemnitee, which consent will not be unreasonably withheld; provided that any such bank line of credit, funded trust or other collateral arrangement may be terminated by the Company (i) if it is subsequently determined that Indemnitee was not entitled to indemnification or advancement of Expenses under this Agreement or (ii) there has been a final disposition of all Indemnifiable Claims and all Indemnifiable Losses under this Agreement.

13.      Subrogation. In the event of payment under this Agreement, the Company will be subrogated to the extent of such payment to all of the related rights of recovery of Indemnitee against other persons or entities (other than Indemnitee’s successors), including any entity or enterprise referred to in clause (i) of the definition of “Indemnifiable Claim.” Indemnitee will execute all papers reasonably required to evidence such rights (all of Indemnitee’s reasonable Expenses, including attorneys’ fees and charges, related to such subrogation to be reimbursed by or, at the option of Indemnitee, advanced by the Company).

14.      No Duplication of Payments. The Company will not be liable under this Agreement to make any payment to Indemnitee in respect of any Indemnifiable Losses to the extent Indemnitee has otherwise actually received and is entitled to retain payment (net of Expenses incurred in connection therewith and any repayment by Indemnitee made with respect thereto) under any insurance policy, the Constituent Documents, Other Indemnity Provisions or otherwise (including from any entity or enterprise referred to in clause (i) of the definition of “Indemnifiable Claim”) in respect of such Indemnifiable Losses otherwise indemnifiable hereunder.

15.      Defense of Claims. The Company will be entitled to participate in the defense of any Indemnifiable Claim or to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee; provided that if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (i) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (ii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee will conclude that there may be one or more legal defenses available to Indemnitee that are different from or in addition to those available to the

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Company, or (iii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee will be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim) at the Company’s expense. The Company will not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Indemnifiable Claim effected without the Company’s prior written consent. The Company will not, without the prior written consent of Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim to which Indemnitee is, or could have been, a party unless such settlement (a) solely involves the payment of money, (b) does not include an admission of fault of Indemnitee, (c) does not materially adversely affect the Indemnitee’s defense in any other pending suit or proceeding involving the Company or any of its current or former directors and officers, and (d) includes a complete and unconditional release of Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee will unreasonably withhold its consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee and provided further that the failure by the Company or the Indemnitee to respond to a proposed settlement for a period of more than ten consecutive business days will constitute unreasonably withholding consent. To the fullest extent permitted by Ohio law, the Company’s assumption of the defense of a Claim pursuant to this Section  15 will constitute an irrevocable acknowledgement by the Company that any Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Company under this Agreement.

16.    Successors and Binding Agreement.

(a)    The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement will be binding upon and inure to the benefit of the Company and any successor to the Company, including any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but will not otherwise be assignable or delegatable by the Company.

(b)    This Agreement will inure to the benefit of and be enforceable by Indemnitee’s personal or legal representatives, executors, administrators, heirs, distributees, legatees and other successors.

(c)    This Agreement is personal in nature and neither of the parties hereto will, without the consent of the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Section  16(a) and Section  16(b) . Without limiting the generality or effect of the foregoing, Indemnitee’s right to receive payments hereunder will not be assignable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by Indemnitee’s will or by the laws of descent and distribution, and, in the event of any attempted assignment or transfer contrary to this Section  16(c) , the Company

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will have no liability to pay any amount so attempted to be assigned or transferred.

17.      Notices. For all purposes of this Agreement, all communications, including notices, consents, requests or approvals, required or permitted to be given hereunder will be in writing and will be deemed to have been duly given when hand delivered or dispatched by electronic mail transmission (with receipt thereof confirmed orally or electronically), or five business days after having been mailed by United States registered or certified mail, return receipt requested, postage prepaid or one business day after having been sent for next day delivery by a nationally recognized overnight courier service, addressed to the Company (to the attention of the Secretary of the Company) and to Indemnitee at the applicable address shown on the signature page hereto, or to such other address as any party may have furnished to the other in writing and in accordance herewith, except that notices of changes of address will be effective only upon receipt.

18.      Governing Law and Jurisdiction. The validity, interpretation, construction and performance of this Agreement will be governed by and construed in accordance with the substantive laws of the State of Ohio, without giving effect to the principles of conflict of laws of such State. The Company and Indemnitee each hereby irrevocably consent to the jurisdiction and agree to the venue of the state and federal courts in Ohio for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement and agree that any action instituted under this Agreement will be brought only in the state or federal courts in Ohio.

19.      Validity. If any provision of this Agreement or the application of any provision hereof to any person or circumstance is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to any other person or circumstance will not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal will be reformed to the extent, and only to the extent, necessary to make it enforceable, valid or legal. In the event that any court or other adjudicative body will decline to reform any provision of this Agreement held to be invalid, unenforceable or otherwise illegal as contemplated by the immediately preceding sentence, the parties thereto will take all such action as may be necessary or appropriate to replace the provision so held to be invalid, unenforceable or otherwise illegal with one or more alternative provisions that effectuate the purpose and intent of the original provisions of this Agreement as fully as possible without being invalid, unenforceable or otherwise illegal.

20.      Prior Agreements. This Agreement will supersede any and all prior indemnification agreements between the Company and Indemnitee.

21.      Miscellaneous. Except to the extent that a change in Ohio law permits broader indemnification or advancement of expenses than is provided under this Agreement, no provision of this Agreement may be waived, modified or discharged unless such waiver, modification or discharge is agreed to in writing signed by Indemnitee and the Company. No waiver by either party hereto at any time of any breach by the other party hereto or compliance with any condition or provision of this Agreement to be performed by such other party will be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, expressed or implied with respect to the subject matter hereof have been made by either party that are not set forth expressly in this Agreement. In the event the Company enters into an indemnification agreement with another director or officer of the Company containing a term

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or terms materially more favorable to the indemnitee than the terms contained herein (as reasonably determined by the Indemnitee), the Indemnitee shall be afforded the benefit of such more favorable term or terms and such more favorable term or terms shall be deemed incorporated by reference herein as if set forth in full herein. Within a reasonable period of time following the execution by the Company of each indemnity agreement with any such other director or officer, (i) the Company shall send a copy of the indemnity agreement to the Indemnitee, and (ii) if requested by the Indemnitee, the Company shall prepare, execute and deliver to the Indemnitee an amendment to this Agreement containing such more favorable term or terms.

22.    Legal Fees and Expenses.

(a)    It is the intent of the Company that Indemnitee not be required to incur legal fees and or other Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. Accordingly, without limiting the generality or effect of any other provision hereof, if it should appear to Indemnitee that the Company has failed to comply with any of its obligations under this Agreement (including its obligations under Section  3 ) or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, the Company irrevocably authorizes Indemnitee from time to time to retain counsel of Indemnitee’s choice, at the expense of the Company as hereafter provided, to advise and represent Indemnitee in connection with any such interpretation, enforcement or defense, including the initiation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, shareholder or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Indemnitee’s entering into an attorney-client relationship with such counsel, and in that connection the Company and Indemnitee agree that a confidential relationship will exist between Indemnitee and such counsel. Without respect to whether Indemnitee prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all attorneys’ and related fees and expenses incurred by Indemnitee in connection with any of the foregoing to the fullest extent permitted or required by the laws of the State of Ohio in effect on the date hereof or as such laws may from time to time hereafter be amended to increase the scope of such permitted or required payment of such fees and expenses.

(b)    Any amount due to Indemnitee under this Agreement that is not paid by the Company by the date on which it is due will accrue interest at the maximum legal rate under Ohio law from the date on which such amount is due to the date on which such amount is paid to Indemnitee.

23.      Spousal Indemnification. The Company will indemnify the Indemnitee’s spouse to whom the Indemnitee is legally married at any time the Indemnitee is covered under the indemnification provided in this Agreement (even if the Indemnitee did not remain married to him or her during the entire period of coverage) against any claim for the same period where such legal marriage and coverage of the Indemnitee’s indemnification overlap, to the

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same extent and subject to the same standards, limitations, obligations and conditions under which the Indemnitee is provided indemnification herein, if the Indemnitee’s spouse (or former spouse) becomes involved in a claim solely by reason of his or her status as the Indemnitee’s spouse, including, without limitation, any claim that seeks damages recoverable from marital community property, jointly-owned property or property purported to have been transferred from the Indemnitee to his/her spouse (or former spouse). Subject to the limitations described in this Section  23 , the Indemnitee’s spouse or former spouse also may be entitled to advancements to the same extent that the Indemnitee is entitled to advancements herein. The Company may maintain insurance to cover its obligation hereunder with respect to the Indemnitee’s spouse (or former spouse) or set aside assets in a trust or escrow funds for that purpose.

24.      Certain Interpretive Matters. Unless the context of this Agreement otherwise requires, (i) “it” or “its” or words of any gender include each other gender, (ii) words using the singular or plural number also include the plural or singular number, respectively, (iii) the terms “hereof,” “herein,” “hereby” and derivative or similar words refer to this entire Agreement, (iv) the terms “Article,” “Section,” “Annex” or “Exhibit” refer to the specified Article, Section, Annex or Exhibit of or to this Agreement, (v) the terms “include,” “includes” and “including” will be deemed to be followed by the words “without limitation” (whether or not so expressed), (vi) the word “or” is disjunctive but not exclusive, and (vii) descriptive headings of the Sections and subsections of this Agreement are inserted for convenience only and will not control or affect the meaning or construction of any of the provisions of this Agreement. Whenever this Agreement refers to a number of days, such number will refer to calendar days unless business days are specified and whenever action must be taken (including the giving of notice or the delivery of documents) under this Agreement during a certain period of time or by a particular date that ends or occurs on a non-business day, then such period or date will be extended until the immediately following business day. As used herein, “business day” means any day other than Saturday, Sunday or a United States federal holiday.

25.      Counterparts. This Agreement may be executed in multiple counterparts, each of which will be deemed to be an original but all of which together will constitute one and the same agreement.

[Signatures Appear On Following Page]

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IN WITNESS WHEREOF, Indemnitee has executed, and the Company has caused its duly authorized representative to execute, this Agreement as of the date first above written.

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EXHIBIT A

UNDERTAKING

This Undertaking is submitted pursuant to the Director and Officer Indemnification Agreement, dated              , 20      , between Retail Value Inc., an Ohio corporation (the “ Company ”), and the undersigned. Capitalized terms used and not otherwise defined herein have the meanings ascribed to such terms in the Indemnification Agreement.

The undersigned hereby requests [payment], [advancement], [reimbursement] by the Company of Expenses which the undersigned [has incurred] [reasonably expects to incur] in connection with                      (the “Indemnifiable Claim”).

The undersigned hereby undertakes to (a) repay the [payment], [advancement], [reimbursement] of Expenses made by the Company to or on behalf of the undersigned in response to the foregoing request to the extent it is ultimately determined that the undersigned is not entitled to indemnification by the Company under the Indemnification Agreement with respect to the Indemnifiable Claim and (b) return any [payment] or [advancement] of Expenses made by the Company to or on behalf of the undersigned in response to the foregoing request to the extent it is not ultimately used with respect to the Indemnifiable Claim.

IN WITNESS WHEREOF, the undersigned has executed this Undertaking as of this      day of              ,          .

Exhibit 10.4

CREDIT AGREEMENT

dated as of

July 2, 2018

among

RETAIL VALUE INC.,

as Borrower ,

PNC BANK, NATIONAL ASSOCIATION,

as Administrative Agent and a Lender,

and

THE SEVERAL LENDERS

FROM

TIME TO TIME PARTIES HERETO,

as Lenders