10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2010

Commission File No. 001-34698

EXCEL TRUST, INC.

(Exact name of registrant as specified in its charter)

Maryland	27-1493212
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

Excel Centre

17140 Bernardo Center Drive, Suite 300

San Diego, California 92128

(Address of principal executive office, including zip code)

(858) 613-1800

(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    YES  ¨    NO  ¨

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

Large accelerated filer	¨		Accelerated filer	¨
Non-accelerated filer	x	(Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    YES  ¨    NO  x

Number of shares outstanding as of May 28, 2010 of the registrant’s common stock, $0.01 par value per share: 15,663,331 shares

EXCEL TRUST, INC.

FORM 10-Q — QUARTERLY REPORT

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2010

TABLE OF CONTENTS

PART I	Financial Information	3
Item 1.	Financial Statements (unaudited)	3
	Condensed Combined Balance Sheets of Excel Trust, Inc. Predecessor as March 31, 2010 and December 31, 2009	3
	Condensed Combined Statements of Operations of Excel Trust, Inc. Predecessor for the three months ended March 31, 2010 and 2009	4
	Condensed Combined Statements of Equity of Excel Trust, Inc. Predecessor for the three months ended March 31, 2010 and 2009	5
	Condensed Combined Statements of Cash Flows or Excel Trust, Inc. Predecessor for the three months ended March 31, 2010 and 2009	6
	Notes to Condensed Combined Financial Statements of Excel Trust, Inc. Predecessor	7
	Condensed Consolidated Balance Sheets of Excel Trust, Inc. and Subsidiary	14
	Notes to Condensed Consolidated Balance Sheets of Excel Trust, Inc. and Subsidiary	15
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22
Item 4.	Controls and Procedures	23
PART II	Other Information	23
Item 1.	Legal Proceedings	23
Item 1A.	Risk Factors	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 3.	Defaults Upon Senior Securities	23
Item 4.	Reserved	23
Item 5.	Other Information	23
Item 6.	Exhibits	24
Signatures		25

2

PART 1 — FINANCIAL INFORMATION

Item 1.  Financial Statements

EXCEL TRUST, INC. PREDECESSOR

CONDENSED COMBINED BALANCE SHEETS

(Dollars in thousands)

(Unaudited)

	March 31,    2010			December 31, 2009
ASSETS:
Property:
Land	$	15,300		$	15,300
Building		20,538			20,538
Site improvements		2,445			2,445
Tenant improvements		6,557			6,629
Construction in progress		1,540			1,438
Less accumulated depreciation		(4,734	)		(4,481	)
Property, net		41,646			41,869
Cash and cash equivalents		381			661
Restricted cash		538			524
Tenant receivables, net		50			97
Lease intangibles, net		1,003			1,118
Deferred rent receivable		646			583
Other assets		767			604
Total assets	$	45,031		$	45,456
LIABILITIES AND EQUITY:
Liabilities:
Mortgage notes payable	$	30,003		$	30,190
Accounts payable and other liabilities		3,662			3,973
Lease intangibles, net		518			555
Due to owner		1,335			1,216
Total liabilities		35,518			35,934
Equity:
Owner’s equity		8,582			8,622
Non-controlling interests		931			900
Total equity		9,513			9,522
Total liabilities and equity	$	45,031		$	45,456

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

3

EXCEL TRUST, INC. PREDECESSOR

CONDENSED COMBINED STATEMENTS OF OPERATIONS

(Dollars in thousands)

(Unaudited)

	For the Three  Months Ended March 31,
	2010			2009
REVENUES:
Rental revenue	$	1,138		$	1,058
Tenant recoveries		82			72
Total revenues		1,220			1,130
Expenses:
Maintenance and repairs		77			71
Real estate taxes		103			115
Management fees		32			32
Other operating expenses		75			109
Administrative and miscellaneous		6			21
Depreciation and amortization		460			693
Total expenses		753			1,041
Net operating income		467			89
Interest expense		(361	)		(327	)
Interest income		—			2
Net income (loss)		106			(236	)
Non-controlling interests		94			—
Net income (loss) attributable to the controlling interest	$	12		$	(236	)

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

4

EXCEL TRUST, INC. PREDECESSOR

CONDENSED COMBINED STATEMENTS OF EQUITY

(Dollars in thousands)

(Unaudited)

	Total Owner’s Equity			Non-controlling Interests			Total         Equity
Balance January 1, 2009	$	7,930		$	756		$	8,686
Contributions		83			18			101
Distributions		—			—			—
Net loss		(236	)		—			(236	)
Balance March 31, 2009	$	7,777		$	774		$	8,551
	Total  Owner’s Equity			Non-controlling Interests			Total Equity
Balance January 1, 2010	$	8,622		$	900		$	9,522
Contributions		149			31			180
Distributions		(201	)		(94	)		(295	)
Net income		12			94			106
Balance March 31, 2010	$	8,582		$	931		$	9,513

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

5

EXCEL TRUST, INC. PREDECESSOR

CONDENSED COMBINED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

	For the Three  Months Ended March 31,
	2010			2009
Cash flows from operating activities:
Net income (loss)	$	106		$	(236	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		460			693
Deferred rent receivable		(63	)		(105	)
Amortization of above and below market leases		(20	)		(106	)
Amortization of deferred financing costs		17			13
Bad debt expense		16			44
Change in assets and liabilities:
Tenant and other receivables		31			72
Other assets		(77	)		(97	)
Accounts payable and other liabilities		(327	)		3,581
Net cash provided by operating activities		143			3,859
Cash flows from investing activities:
Acquisitions of property, development and property improvements		(103	)		(5,065	)
Deferred leasing costs		(95	)		(434	)
Restricted cash		(14	)		1,072
Net cash used in investing activities		(212	)		(4,427	)
Cash flows from financing activities:
Payments on mortgages payable		(187	)		(161	)
Net proceeds from parent advances		119			644
Contributions from controlling interests		149			83
Contributions from non-controlling interests		31			18
Distributions to controlling interests		(201	)		—
Distributions to non-controlling interests		(94	)		—
Deferred financing costs		(28	)		—
Tenant security deposits		—			(98	)
Net cash (used in) provided by financing activities		(211	)		486
Net decrease		(280	)		(82	)
Cash and cash equivalents, beginning of year		661			538
Cash and cash equivalents, end of period	$	381		$	456
Supplemental cash flow information:
Cash payments for interest, net of amounts capitalized	$	338		$	254
Non-cash investing and financing activity:
Accrued additions to development	$	47		$	26

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

6

EXCEL TRUST, INC. PREDECESSOR

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

(Unaudited)

1. Organization:

Excel Trust, Inc. Predecessor (“ETP”), which is not a legal entity but rather a combination of real estate entities and operations as described below, is engaged in the business of owning, managing, leasing, acquiring and developing commercial real estate, consisting of retail properties, an office property and undeveloped land (the “Properties”). The Properties are located in South Carolina, Tennessee, California and Utah. During both periods presented in the accompanying combined financial statements, ETP was the general partner or managing member of the real estate entities that directly or indirectly own the Properties, and ETP had responsibility for the day-to-day operations of such entities. The ultimate owners of ETP are Mr. Gary B. Sabin and certain others who have non-controlling interests.

On April 28, 2010, Excel Trust, Inc. (the “Company”) completed an initial public offering (the “Offering”) of its common stock. In connection with the Offering, the Company and its operating partnership subsidiary, Excel Trust, L.P. (the “Operating Partnership”), for which the Company is the sole general partner, engaged in certain formation transactions (the “Formation Transactions”). The Formation Transactions were designed to (i) continue the operations of ETP, (ii) enable the Company to raise the necessary capital to acquire increased interests in certain of the Properties, (iii) fund joint venture capital commitments, (iv) provide a vehicle for future acquisitions, (v) fund certain development costs at the development property, and (vi) establish a corporate reserve for general corporate purposes. The exchange of entities or interests therein for shares of common stock of the Company and partnership interests of the Operating Partnership (the “OP Units”) will be accounted for as a reorganization of entities under common control, and accordingly, the related assets and liabilities will be reflected at their historical cost basis. The Company intends to elect to be taxed as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”), beginning with its taxable year ending December 31, 2010.

The operations of the Company will be carried on primarily through the Operating Partnership. Pursuant to contribution agreements among the owners of ETP, the Company and the Operating Partnership, the Operating Partnership received a contribution of interests in the Properties as well as the property management, leasing and real estate development operations of the Properties in exchange for the issuance of shares of Company common stock or OP Units and/or the payment of cash to the contributors and the assumption of debt and other specified liabilities. The Company and the Operating Partnership are vertically integrated, self-administered and self-managed.

The accompanying condensed combined financial statements do not include certain investments in real estate entities owned by Mr. Sabin that were not contributed to the Operating Partnership. As of March 31, 2010, ETP was invested in the following real estate properties:

Acquisition Date	Property	Type	Location
May 2004	Excel Centre	Office Building	San Diego, California
July 2005	Five Forks Crossing	Retail Shopping Center	Simpsonville, South Carolina
January 2007	Newport Towne Center	Retail Shopping Center	Newport, Tennessee
October 2007	Red Rock Commons	Undeveloped Land	St. George, Utah

Prior to their contribution to the Operating Partnership, Five Forks Crossing and Newport Towne Center were directly or indirectly 100% owned by Mr. Sabin. Prior to their contribution to the Operating Partnership, Excel Centre and Red Rock Commons were directly or indirectly 62.5% and 82.8% owned respectively, by Mr. Sabin. The remaining ownership interests of Excel Centre and Red Rock Commons are reflected in the ETP financial statements as non-controlling interests.

2. Summary of Significant Accounting Policies

Basis of Presentation:

The accompanying condensed combined financial statements of ETP have been prepared in accordance with generally accepted accounting principles (“GAAP”) for the interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X. They do not include all the information and footnotes required by GAAP for complete financial statements and have not been audited by independent public accountants.

The Properties have been presented on a combined historical cost basis because of their common ownership. The unaudited interim condensed combined financial statements should be read in conjunction with ETP’s audited combined financial statements and notes thereto for the year ended December 31, 2009 included in the Prospectus of the Company dated April 22, 2010 filed with the Securities and Exchange Commission on April 23, 2010 pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”). All adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the combined financial statements for the interim periods have been made. Operating results for the three months ended March 31, 2010 are not necessarily indicative of the results that may be expected for the year ending December 31, 2010. The accompanying combined balance sheet as of December 31, 2009 has been derived from the audited financial statements, but does not include all disclosures required by GAAP. All significant intercompany balances and transactions have been eliminated in combination.

7

EXCEL TRUST, INC. PREDECESSOR

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS — (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

2. Summary of Significant Accounting Policies: (Continued)

Cash and Cash Equivalents:

ETP considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents, for which cost approximates fair value.

Restricted Cash:

Restricted cash is comprised of impound reserve accounts for property taxes, insurance, capital improvements and tenant improvements.

Accounts Payable and Other Liabilities:

Included in accounts payable and other liabilities are deferred rents in the amount of $3,333 and $3,427 at March 31, 2010 and December 31, 2009, respectively.

Revenues:

Minimum rental revenues are recognized on a straight-line basis over the terms of the related lease. The difference between the amount of rent due in a year and the amount recorded as rental income is referred to as the “straight-line rent adjustment.” Rental income was increased by $66 and $102 in the three months ended March 31, 2010 and 2009, respectively, due to the straight-line rent adjustment.

Estimated recoveries from certain tenants for their pro rata share of real estate taxes, insurance and other operating expenses are recognized as revenues in the period the applicable expenses are incurred or as specified in the leases. Other tenants pay a fixed rate and these tenant recoveries are recognized as revenue on a straight-line basis over the term of the related leases.

Property:

Costs incurred in connection with the acquisition, development or construction of properties and improvements are capitalized. Capitalized costs include pre-construction costs essential to the development of the property, development costs, construction costs, interest costs, real estate taxes, salaries and related costs and other direct costs incurred during the period of development. ETP capitalizes costs on land and buildings under development until construction is substantially complete and the property is held available for occupancy. The determination of when a development project is substantially complete and when capitalization must cease involves a degree of judgment. ETP considers a construction project as substantially complete and held available for occupancy upon the completion of landlord-owned tenant improvements or when the lessee takes possession of the unimproved space for construction of its own improvements, but no later than one year from cessation of major construction activity. ETP ceases capitalization on the portion substantially completed and occupied or held available for occupancy, and capitalizes only those costs associated with any remaining portion under construction. Capitalized costs associated with unsuccessful acquisitions are charged to expense when an acquisition is no longer considered probable.

Maintenance and repairs expenses are charged to operations as incurred. Costs for major replacements and betterments, which includes HVAC equipment, roofs, parking lots, etc., are capitalized and depreciated over their estimated useful lives. Gains and losses are recognized upon disposal or retirement of the related assets and are reflected in earnings.

Property is recorded at cost and is depreciated using a straight-line method over the estimated lives of the assets as follows:

Building and improvements	15 to 40 years
Tenant improvements	Shorter of the useful lives or the terms of the related leases

8

EXCEL TRUST, INC. PREDECESSOR

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS — (Continued)

(Dollars in thousands)

ETP assesses whether there has been impairment in the value of its long-lived assets by considering expected future operating income, trends and prospects, as well as the effects of demand, competition and other economic factors. Such factors include the tenants’ ability to perform their duties and pay rent under the terms of the leases. The determination of recoverability is made based upon the estimated undiscounted future net cash flows, excluding interest expense. The amount of impairment loss, if any, is determined by comparing the fair value, as determined by a discounted cash flows analysis, with the carrying value of the related assets. Long-lived assets classified as held for sale are measured at the lower of the carrying amount or fair value less cost to sell. There was no impairment charge recorded for the three months ended March 31, 2010 or 2009.

Tenant receivables:

Tenant receivables and unbilled deferred rent receivables are carried net of the allowances for uncollectible current tenant receivables and unbilled deferred rent. An allowance is maintained for estimated losses resulting from the inability of certain tenants to meet the contractual obligations under their lease agreements. ETP maintains an allowance for deferred rent receivables arising from the straight-lining of rents. Such allowance is charged to bad debt expense which is included in other operating expenses on the accompanying condensed combined statement of operations. ETP’s determination of the adequacy of these allowances is based primarily upon evaluations of historical loss experience, the tenant’s financial condition, security deposits, letters of credit, lease guarantees, current economic conditions and other relevant factors. At March 31, 2010 and December 31, 2009, ETP had $69 and $58, respectively, in allowances for uncollectible accounts as determined to be necessary to reduce receivables to the estimate of the amount recoverable. During the three months ended March 31, 2010 and 2009, $16 and $44, respectively, of receivables were charged to bad debt expense.

Concentration of Risk:

ETP maintains its cash accounts in a number of commercial banks. Accounts at these banks are guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) up to $250. At various times during the periods, ETP had deposits in excess of the FDIC insurance limit.

In the three months ended March 31, 2010 and 2009, there were two tenants who each accounted for more than 10% of revenues. In 2010, the two tenants accounted for 24.3% and 12.0% of total revenues, respectively. In 2009, the two tenants accounted for 12.9% and 10.2% of total revenues, respectively.

Management Estimates:

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

9

EXCEL TRUST, INC. PREDECESSOR

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS — (Continued)

(Dollars in thousands)

Fair Value of Financial Instruments:

On January 1, 2008, ETP adopted Financial Accounting Standard Board (“FASB”) ASC 820-10, Fair Value Measurements and Disclosures. ASC 820-10 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The fair value hierarchy distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptions.

Level 1 inputs utilize quoted prices in active markets for identical assets or liabilities that ETP has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. ETP’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

ETP calculates the fair value of financial instruments and includes this additional information in the notes to its combined financial statements when the fair value is different than the carrying value of those financial instruments. When the fair value of financial instruments reasonably approximates its carrying value, no additional disclosure is made.

Recent Accounting Pronouncements:

Effective January 1, 2010, ETP implemented the requirements of Accounting Standards Update No. 2009-17, Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities (“ASU No. 2009-17”). Update No. 2009-17 requires enterprises to perform a qualitative approach to determining whether or not a variable interest entity (“VIE”) will need to be consolidated on a continuous basis. This evaluation is based on an enterprise’s ability to direct and influence the activities of a variable interest entity that most significantly impact that entity’s economic performance. The adoption of ASU No. 2009-17 did not have a material effect on ETP’s combined financial statements.

In January 2010, the FASB issued Accounting Standards Update No. 2010-06, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements (“ASU No. 2010-06”). The amendments in this update require, among other things, new disclosures and clarifications of existing disclosures related to transfers in and out of Level 1 and Level 2 fair value measurements, further disaggregation of fair value measurement disclosures for each class of assets and liabilities, and additional details of valuation techniques and inputs utilized. The adoption of ASU No. 2010-06 did not have a material impact on ETP’s footnote disclosures.

3. Lease Intangible Assets, Net

Lease intangible assets, net consisted of the following at March 31, 2010 and December 31, 2009:

	March 31, 2010		December  31, 2009
In-place leases, net of accumulated amortization of $2,314 and $2,245 as of March 31, 2010 and December 31, 2009, respectively, (with a weighted average remaining life of 38 and 41 months as of March 31, 2010 and December 31, 2009, respectively).	$	510	$	578
Above market leases, net of accumulated amortization of $867 and $850 as of March 31, 2010 and December 31, 2009, respectively, (with a weighted average remaining life of 7 and 10 months as of March 31, 2010 and December 31, 2009, respectively).		40		57
Leasing commissions, net of accumulated amortization of $977 and $944 as of March 31, 2010 and December 31, 2009, respectively, (with a weighted average remaining life of 54 and 57 months as of March 31, 2010 and December 31, 2009, respectively).		453		483
	$	1,003	$	1,118

Amortization expense recorded on the lease intangible assets for the three months ended March 31, 2010 and 2009 was $119 and $323, respectively. Included in these amounts is $17 and $15, respectively, of amortization recorded against rental income in ETP’s condensed combined statements of operations for above market leases.

10

EXCEL TRUST, INC. PREDECESSOR

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS — (Continued)

(Dollars in thousands)

4. Lease Intangible Liabilities, Net

Lease intangible liabilities, net consisted of the following at March 31, 2010 and December 31, 2009:

	March 31, 2010		December 31, 2009
Below market leases, net of accumulated amortization of $716 and $678 as of March 31, 2010 and December 31, 2009, respectively (with a weighted average remaining life of 64 and 67 months as of March 31, 2010 and December 31, 2009, respectively).	$	518	$	555
	$	518	$	555

Amortization expense recorded on the lease intangible liabilities for the three months ended March 31, 2010 and 2009 was $37 and $41, respectively, which is recorded to rental income in ETP’s condensed combined statements of operations.

5. Mortgage Notes Payable

Mortgage notes payable at March 31, 2010 and December 31, 2009 consist of the following:

	Carrying Amount of Mortgage Notes				Interest Rate
Property Pledged as Collateral	March 31, 2010		December 31, 2009				Monthly Payment (a)	Maturity Date
Excel Centre(b)	$	12,933	$	12,989	6.08	%	85	2014
Five Forks Crossing		5,366		5,408	5.50	%	39	2013
Newport Towne Centre(c)		6,169		6,198	4.75	%	35	2010
Red Rock Commons(d)		5,535		5,595	5.50	%	56	2010
	$	30,003	$	30,190

(a) This represents the monthly payment of principal and interest at March 31, 2010.

(b) Mr. Sabin’s interests in Excel Centre were pledged as collateral in connection with debt of affiliated entities. As part of the Formation Transaction, Mr. Sabin’s interests were exchanged for OP Units of the Operating Partnership which are subject to a security agreement relating to a personal loan. The lender has agreed to waive Mr. Sabin’s obligation to pledge his OP Units as security for this loan until the expiration of the twelve-month lock-up period contained in his contribution agreement. Upon the expiration of such twelve-month lock-up period, Mr. Sabin will be obligated to pledge his OP Units as security for this loan.

(c) The loan was guaranteed by Mr. Sabin. The loan bore interest at a rate of LIBOR plus 3.25% at March 31, 2010 and December 31, 2009 with a floor of 4.75% beginning February 1, 2010. The total interest rate was 4.75% and 3.50%, at March 31, 2010 and December 31, 2009, respectively. The loan was scheduled to mature on June 1, 2010 but was repaid in conjunction with the Formation Transactions.

(d) The acquisition of this land was financed with two loans: One was a $6,175 mortgage payable secured by the property and the other was a $1,192 unsecured loan guaranteed by Mr. Sabin. Both loans bore interest at a rate of LIBOR plus 1.60% and matured November 1, 2008. Upon maturity, an affiliate of Mr. Sabin advanced $1,128 to ETP to repay the unsecured loan. The new note matured in November 2009. It was guaranteed by Mr. Sabin. In 2009, this loan was paid down by $200 and the loan was extended to July 1, 2010. The new interest rate was the greater of prime + 1.0% or 5.5% (5.5% at March 31, 2010 and December 31, 2009) with monthly principal payments of $30. This loan was repaid in connection with the Formation Transactions. In conjunction with the repayment, the lender discounted the loan by $500.

Total interest cost capitalized for the three months ended March 31, 2010 and 2009 was $77 and $72, respectively.

The fair value of mortgage notes payable at March 31, 2010 and December 31, 2009 was $29,567 and $29,833, respectively, based on current interest rates for comparable loans. The method for computing fair value was determined using a present value model and an interest rate that included a credit value adjustment based on the estimated value of the property that serves as collateral for the underlying debt.

11

EXCEL TRUST, INC. PREDECESSOR

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS — (Continued)

(Dollars in thousands)

The above debt matures as of March 31, 2010 and the next five years ending December 31 as follows:

Year Ending December 31,	Amount
2010	$	11,993
2011		411
2012		433
2013		5,149
2014		12,017
	$	30,003

6. Related Party Transactions

Excel Realty Holdings, LLC, a company wholly-owned by Mr. Sabin (“ERH”), managed operations of ETP under various management agreements. Fees paid to ERH for property management services were $32 in both the three months ended March 31, 2010 and 2009.

At both March 31, 2010 and December 31, 2009, there were $1,355 of payables due to Mr. Sabin’s affiliates for net advances made to ETP for certain mortgage debt repayments and other capital items. These balances are included in due to owner in the accompanying condensed combined balance sheets. Also in the due from owner balances are net cash flows from Newport Towne Center for which cash accounts are held by a wholly-owned subsidiary of Mr. Sabin and not by ETP. These amounts were $20 and $139 at March 31, 2010 and December 31, 2009, respectively. These amounts were repaid as part of the Formation Transactions.

7. Income Taxes

ETP’s real estate entities are partnerships and limited liability companies. Under applicable federal and state income tax rules, the allocated share of net income or loss from partnerships and limited liability companies is reportable in the income tax returns of the partners and members. Accordingly, no income tax provision is included in the accompanying condensed combined financial statements.

8. Commitments and Contingencies

Litigation:

ETP is not presently subject to any material litigation nor, to its knowledge, is any material litigation threatened against it which if determined unfavorably to ETP, would have a material adverse effect on its condensed combined financial position, results of operations or cash flows.

Environmental Matters:

ETP follows the policy of monitoring its properties for the presence of hazardous or toxic substances. While there can be no assurance that a material environmental liability does not exist at its properties, ETP is not currently aware of any environmental liability with respect to its properties that would have a material effect on its condensed combined financial position, results of operations or cash flows. Further, ETP is not aware of any environmental liability or any unasserted claim or assessment with respect to an environmental liability that it believes would require additional disclosure or the recording of a loss contingency.

Other

ETP’s other commitments and contingencies include the usual obligations of real estate owners and operators in the normal course of business. In ETP’s opinion, these matters are not expected to have a material adverse effect on its condensed combined financial position, results of operations or cash flows.

9. Segment Disclosure

ETP’s reportable segments consist of the two types of commercial real estate properties for which ETP’s chief operating decision-makers internally evaluate operating performance and financial results: Office Properties and Retail Properties. Retail Properties also includes undeveloped land which ETP may develop into a retail property.

ETP evaluates the performance of its segments based upon net operating income. “Net Operating Income” is defined as operating revenues (rental revenue and tenant recoveries) less property operating expenses (maintenance and repairs, real estate taxes, management fees, and other operating expenses) and administrative and miscellaneous expenses and excludes other non-property income, interest expense, depreciation and amortization. There is no intersegment activity.

12

EXCEL TRUST, INC. PREDECESSOR

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS — (Continued)

(Dollars in thousands)

The following tables reconcile ETP’s segment activity to its combined results of operations and financial position for the three months ended March 31, 2010 and 2009 and as of March 31, 2010 and December 31, 2009.

	For the Three  Months Ended
	March 31, 2010			March 31, 2009
Office Properties:
Total revenues	$	798		$	642
Property operating expenses		154			161
Administrative and miscellaneous		5			12
Net operating income, as defined		639			469
Depreciation and amortization		273			168
Interest expense		202			205
Interest income		—			2
Net income		164			98
Retail Properties:
Total revenues		422			488
Property operating expenses		133			166
Administrative and miscellaneous		1			9
Net operating income, as defined		288			313
Depreciation and amortization		187			525
Interest expense		159			122
Interest income		—			2
Net loss		(58	)		(332	)
Total Reportable Segments:
Total revenues		1,220			1,130
Property operating expenses		287			327
Administrative and miscellaneous		6			21
Net operating income, as defined		927			782
Depreciation and amortization		460			693
Interest expense		361			327
Interest income		—			2
Net income (loss)		106			(236	)
Reconciliation to Combined Net Income Attributable to Controlling Interest:
Total net income (loss) for reportable segments		106			(236	)
Net income attributable to non-controlling interests		94			—
Net income (loss) attributable to controlling interest	$	12		$	(236	)

	March 31, 2010		December 31, 2009
Assets:
Office Properties:
Total assets	$	16,781	$	17,163
Retail Properties:
Total assets		28,250		28,293
Total Reportable Segments & Combined Assets:
Total assets	$	45,031	$	45,456

13

EXCEL TRUST, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

	March 31, 2010		December 31, 2009
ASSETS
Cash	$	1	$	1
Total assets	$	1	$	1
LIABILITIES AND STOCKHOLDER’S EQUITY
Stockholder’s equity:
Common stock, $0.01 par value, 100,000 shares authorized; 1,000 shares issued and outstanding	$	—	$	—
Additional paid-in capital		1		1
Total stockholder’s equity	$	1	$	1

The accompanying notes are an integral part of this condensed consolidated balance sheet.

14

EXCEL TRUST, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED BALANCE SHEETS

March 31, 2010

1. Organization and Description of Business

Excel Trust, Inc. (the “Company”) was incorporated in the State of Maryland on December 15, 2009. On April 28, 2010, the Company completed an initial public offering (the “Offering”) of its common stock. The Company and its operating partnership subsidiary, Excel Trust, L.P. (the “Operating Partnership”), for which the Company is the sole general partner, together with the partners and members of the affiliated partnerships and limited liability companies of ETP (defined below) and other parties which hold direct or indirect ownership interests in the Properties (defined below) engaged in certain formation transactions (the “Formation Transactions”). The Formation Transactions were designed to (i) continue the operations of ETP, (ii) enable the Company to raise the necessary capital to acquire increased interests in certain of the Properties, (iii) fund joint venture capital commitments, (iv) provide capital for future acquisitions, (v) fund certain development costs at the Company’s development property, and (vi) establish a capital reserve for general corporate purposes.

Excel Trust, Inc. Predecessor (“ETP”) is not a legal entity but rather a combination of real estate entities and operations engaged in the business of owning, managing, leasing, acquiring and developing commercial real estate, consisting of retail properties, an office property and undeveloped land (the “Properties”). The Properties are located in South Carolina, Tennessee, California and Utah. During all periods presented in the accompanying condensed combined financial statements, ETP was the general partner or managing member of the real estate entities that directly or indirectly own the Properties, and ETP had responsibility for the day-to-day operations of such entities. The ultimate owners of ETP are Mr. Gary B. Sabin and certain others who have non-controlling interests.

The operations of the Company will be carried on primarily through the Operating Partnership. Pursuant to contribution agreements among the owners of ETP, the Company and the Operating Partnership, the Operating Partnership received a contribution of interests in the Properties as well as the property management, leasing and real estate development operations of the Properties in exchange for the issuance of Company common stock or partnership interests of the Operating Partnership (the “OP Units”) and/or the payment of cash to the contributors and the assumption of debt and other specified liabilities. The Company and the Operating Partnership are vertically integrated, self-administered and self-managed.

The Offering consisted of the issuance of 15,000,000 common shares at a public offering price of $14 per share. Net proceeds after underwriting discounts and commissions were approximately $196.9 million. Additionally, it is estimated that there were approximately $3.1 million of expenses associated with the Offering. Shortly after the Offering , ETP was contributed to the Company and the Operating Partnership in exchange for 507,993 shares of the Company’s common stock, 641,062 OP Units and the assumption of an aggregate of approximately $18.3 million of indebtedness. Mortgage debt related to ETP of $11.2 million was also repaid.

2. Summary of Significant Accounting Policies

Principles of Consolidation

The condensed consolidated balance sheet includes the accounts of the Company and the Operating Partnership. All significant intercompany balances and transactions have been eliminated in combination.

3. Subsequent Acquisitions

In addition to ETP, on May 12, 2010, the Company, through the Operating Partnership, completed the acquisition of 5000 South Hulen, an 86,838 square foot community shopping center located in Forth Worth, Texas, from Corrigan Hulen Joint Venture. The Operating Partnership acquired the property through its wholly owned subsidiary, Excel Hulen LLC. The purchase price was $21.9 million and consisted of a cash purchase price of approximately $7.7 million and the assumption of approximately $14.2 million of debt. The Operating Partnership funded the purchase price with the proceeds of the Offering.

On May 14, 2010, the Company, through the Operating Partnership, completed the acquisition of a 51,762 square foot single tenant grocery store leased to Jewel Food Stores, Inc. located in Morris, Illinois from Morris (EP ALEX), LLC. The Operating Partnership acquired the property through its wholly owned subsidiary, Excel Jewel LLC. The purchase price was $8.2 million and consisted of all cash. The Operating Partnership funded the purchase price with the proceeds of the Offering.

On May 24, 2010, the Company through the Operating Partnership, completed the acquisition of three 13,650 square foot single tenant properties leased to Walgreens. Two of these properties are located in Corbin, Kentucky and one is located in Barbourville, Kentucky. They were acquired from MG&P Development Partnership. The Operating Partnership acquired these properties through its wholly owned subsidiaries, Excel North Corbin, LLC, Excel South Corbin, LLC and Excel Barbourville, LLC. The aggregate purchase price of these properties was approximately $12.0 million and consisted of all cash. The Operating Partnership funded the purchase price with the proceeds of the Offering.

15

EXCEL TRUST, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED BALANCE SHEETS — (Continued)

March 31, 2010

On May 28, 2010, the Company, through the Operating Partnership, completed the acquisition of a 53,411 square foot single tenant grocery store leased to Shop ‘n Save located in Ballwin, Missouri from Twin Oaks-SNS, LLC. The Operating Partnership acquired the property through its wholly owned subsidiary, Excel Twin Oaks, LLC. The purchase price was approximately $8.5 million and consisted of all cash. The Operating Partnership funded the purchase price with the proceeds of the Offering.

The Company will account the acquisitions as business combinations. Under business combination accounting, the assets and liabilities of acquired properties will be recorded as of the acquisition date, at their respective fair values, and consolidated in the Company’s financial statements. As of the date of this report, the initial accounting for the acquisitions is incomplete and thus the disclosures related to supplemental pro forma information and amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed have not been provided.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

As used herein, the terms “we,” “us,” “our” or the “Company” refer to Excel Trust, Inc., a Maryland corporation, any of our subsidiaries and Excel Trust Inc. Predecessor, or our Predecessor. Our Predecessor is not a legal entity, but rather a combination of real estate entities and operations invested in four properties that have been contributed to us.

The following discussion should be read in conjunction with the condensed financial statements and notes thereto appearing elsewhere in this report. We make statements in this report that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In particular, statements pertaining to our capital resources, portfolio performance and results of operations contain forward-looking statements. Forward-looking statements involve numerous risks and uncertainties, and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods which may be incorrect or imprecise, and we may not be able to realize them. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). You can identify forward-looking statements by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “pro forma,” “estimates” or “anticipates” or the negative of these words and phrases or similar words or phrases. You can also identify forward-looking statements by discussions of strategy, plans or intentions. The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements: adverse economic or real estate developments in the retail industry or the markets in which we operate; changes in local, regional and national economic conditions; our inability to compete effectively; our inability to collect rent from tenants; defaults on or non-renewal of leases by tenants; increased interest rates and operating costs; decreased rental rates or increased vacancy rates; our failure to obtain necessary outside financing on favorable terms or at all; changes in the availability of additional acquisition opportunities; our inability to successfully complete real estate acquisitions; our failure to successfully operate acquired properties and operations; our failure to qualify or maintain our status as a REIT; government approvals, actions and initiatives, including the need for compliance with environmental requirements; financial market fluctuations; and changes in real estate and zoning laws and increases in real property tax rates. While forward-looking statements reflect our good faith beliefs (or those of the indicated third parties), they are not guarantees of future performance. We disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

The risks included here are not exhaustive, and additional factors could adversely affect our business and financial performance, including factors and risks included in other sections of this report. In addition, we discussed a number of material risks in our Prospectus dated April 22, 2010, filed with the Securities and Exchange Commission on April 23, 2010 pursuant to Rule 424(b) under the Securities Act. Those risks continue to be relevant to our performance and financial condition. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time and it is not possible for management to predict all such risk factors, nor can it assess the impact of all such risk factors on our company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results.

Management’s Overview and Summary

We are a vertically integrated, self-administered, self-managed real estate firm with the principal objective of acquiring, financing, developing, leasing, owning and managing value oriented community and power centers, grocery anchored neighborhood centers and freestanding retail properties. Our strategy is to acquire high quality, well-located, dominant retail properties that generate attractive risk-adjusted returns. We will target competitively protected properties in communities that have stable demographics and have historically exhibited favorable trends, such as strong population and income growth. We consider competitively protected properties to be located in the most prominent shopping districts in their respective markets, ideally situated at major “Main and Main” intersections. We generally lease our properties to national and regional supermarket chains, big-box retailers and select national retailers that offer necessity and value oriented items and generate regular consumer traffic. Our tenants carry goods that are less impacted by fluctuations in the broader U.S. economy and consumers’ disposable income, which we believe generates more predictable property-level cash flows.

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On April 28, 2010, we completed the Offering of our common stock. We and the Operating Partnership, for which we are the sole general partner, engaged in the Formation Transactions. The Formation Transactions were designed to (i) continue the operations of four properties that were contributed by related parties, (ii) enable us to raise the necessary capital to acquire increased interests in certain of the properties, (iii) fund joint venture capital commitments, (iv) provide capital for future acquisitions, (v) fund certain development costs at our development property, and (vi) establish a capital reserve for general corporate purposes. The exchange of entities or interests therein for shares of our common stock and OP Units will be accounted for as a reorganization of entities under common control, and accordingly, the related assets and liabilities will be reflected at their historical cost basis. We were organized as a Maryland corporation on December 15, 2009 and intend to elect to be taxed as a REIT beginning with our taxable year ending December 31, 2010.

Our operations will be carried on primarily through our Operating Partnership. Pursuant to contribution agreements, we and the Operating Partnership received a contribution of interests in four properties as well as the property management, leasing and real estate development operations of the properties in exchange for the issuance of shares of our common stock or OP Units and/or the payment of cash to the contributors and the assumption of debt and other specified liabilities.

We receive income primarily from rents and reimbursement payments received from tenants under existing leases at each of our properties. Potential impacts to our income include unanticipated tenant vacancies, vacancy of space that takes longer to re-lease and, for non triple-net leases, operating costs that cannot be recovered from our tenants through contractual reimbursement formulas in our leases. Our operating results therefore depend materially on the ability of our tenants to make required payments and overall real estate market conditions.

Critical Accounting Policies

A complete discussion of our critical accounting policies can be found in our Prospectus dated April 22, 2010, filed with the Securities and Exchange Commission on April 23, 2010 pursuant to Rule 424(b) under the Securities Act, which is accessible on the Securities and Exchange Commission’s website at www.sec.gov.

New Accounting Standards

See the notes to the financial statements included elsewhere herein for disclosure of new accounting standards.

Results of Operations

Our Predecessor has operated through two reportable business segments: retail properties and commercial office properties. The retail segment includes Five Forks Place and Newport Towne Center, two retail properties with a total gross leasable area of 121,291 square feet, as well as Red Rock Commons, a 19.9 acre land parcel. Our Predecessor has owned and operated Five Forks Place and Newport Towne Center for more than four years and two years, respectively, and our Predecessor has owned Red Rock Commons since 2007. The commercial office segment consists of one property, Excel Centre, with a total of 82,157 leasable square feet. Our Predecessor has owned and operated Excel Centre since 2004.

Our Predecessor evaluates the performance of its segments based upon net operating income. “Net Operating Income” is defined as total revenues (rental revenue and tenant recoveries) less property operating expenses (maintenance and repairs, real estate taxes, management fees, and other operating expenses) and administrative and miscellaneous expenses. Our Predecessor also evaluates interest expense, interest income and depreciation and amortization by segment.

You should read the following discussion in conjunction with the segment information disclosed in Note 9 to our condensed combined financial statements in accordance with ASC 280, Segment Reporting . The results of operations of our Predecessor may not be indicative of our future results of operations.

Retail Properties

The following is a comparison, for the three months ended March 31, 2010 and 2009, of the retail property segment operating results of our Predecessor.

Comparison of the Three Months Ended March 31, 2010 to the Three Months Ended March 31, 2009

Total revenues, which include rental revenues and tenant recoveries including insurance, property taxes and other operating expenses paid by tenants, decreased by $66,000, or 13.5%, to $422,000 for the three months ended March 31, 2010 compared to $488,000 for the three months ended March 31, 2009. The decrease resulted from a vacancy at Newport Towne Center. In January 2009, Goody’s Family Clothing declared bankruptcy and vacated 20,020 square feet of gross leasable area at the property. The vacancy resulted in a decrease in both rental revenues and tenant recoveries at the property because revenues were recognized for this tenant in 2009 with an offset to the allowance for bad debts for the uncollected amounts, whereas no revenues were recognized for this tenant in 2010.

Property operating expenses, which include maintenance and repair expenses, real estate taxes, management fees and other operating expenses including bad debts, decreased by $33,000, or 19.9%, to $133,000 for the three months ended March 31, 2010 compared to $166,000 for the three months ended March 31, 2009. The decrease resulted from additional bad debt reserves at Newport Towne Center for delinquent tenants in the prior year.

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Administrative and miscellaneous expenses decreased $8,000, or 88.9%, to $1,000 for the three months ended March 31, 2010 compared to $9,000 for the three months ended March 31, 2009. The decrease resulted from lower legal expenses related to collection efforts for delinquent tenants.

Depreciation and amortization expense decreased $338,000, or 64.4%, to $187,000 for the three months ended March 31, 2010 compared to $525,000 for the three months March 31, 2009. The decrease resulted from Goody’s Family Clothing vacating their space at Newport Towne Center in 2009 which caused us to depreciate the remaining tangible and intangible assets related to this tenant.

Interest expense increased $37,000, or 30.3%, to $159,000 for the three months ended March 31, 2010 compared to $122,000 for the three months ended March 31, 2009. The increase was primarily attributable to our variable rate mortgage at Newport Towne Center. In connection with our extension of the maturity date of this loan in January 2010, an interest rate floor of 4.75% commenced on January 1, 2010.

Commercial Office Properties

The following is a comparison, for the three months ended March 31, 2010 and 2009, of the commercial office property segment operating results of our Predecessor.

Comparison of the Three Months Ended March 31, 2010 to the Three Months Ended March 31, 2009

Total revenues increased by $156,000, or 24.3%, to $798,000 for the three months ended March 31, 2010 compared to $642,000 for the three months ended March 31, 2009. The increase resulted from the leasing of vacant space at Excel Centre. In March 2009, vacant space was leased to a tenant, Kaiser Permanente, which resulted in an increase of rental revenue in 2010.

Property operating expenses decreased $7,000, or 4.3%, to $154,000 for the three months ended March 31, 2010 compared to $161,000 for the three months ended March 31, 2009. The decrease was primarily attributable to a non-recurring expense related to Kaiser Permanente incurred in 2009 but not in 2010.

Administrative and miscellaneous expenses decreased $7,000, or 58.3%, to $5,000 for the three months ended March 31, 2010 compared to $12,000 for the three months ended March 31, 2009. The decrease was primarily attributable to expenses incurred in 2009 relating to Kaiser Permanente’s occupancy at Excel Centre.

Depreciation and amortization expense increased $105,000, or 62.5%, to $273,000 for the three months ended March 31, 2010 compared to $168,000 for the three months ended March 31, 2009. The increase resulted from additional depreciation of tenant improvements added in 2009, primarily related to Kaiser Permanente.

Interest expense decreased $3,000, or 1.5%, to $202,000 for the three months ended March 31, 2010 compared to $205,000 for the three months ended March 31, 2009. The decrease was attributable to a decline in principal outstanding.

Cash Flows

The following is a comparison, for the three months ended March 31, 2010 to the three months ended March 31, 2009, of the combined cash flows of our Predecessor.

Comparison of the Three Months Ended March 31, 2010 to the Three Months Ended March 31, 2009

Cash and cash equivalents were $381,000 and $456,000, respectively, at March 31, 2010 and 2009.

Net cash provided by operating activities decreased $3,716,000 to $143,000 for the three months ended March 31, 2010 compared to $3,859,000 for the three months ended March 31, 2009. The decrease was due to an increase in deferred rental revenue related to Kaiser Permanente in 2009.

Net cash used in investing activities decreased $4,215,000 to $212,000 for the three months ended March 31, 2010 compared to $4,427,000 for the three months ended March 31, 2009. The decrease was the result of $4,962,000 of additional cash used for tenant improvements in 2009 for new tenants, primarily Kaiser Permanente. There was also $339,000 of additional deferred leasing costs in 2009 related to these new tenants. These increases were offset by $1,086,000 of decreased cash flow provided by utilization of restricted cash for the tenant improvements in the three months ended March 31, 2010 over the three months ended March 31, 2009.

Net cash used in financing activities decreased $697,000 to $211,000 for the three months ended March 31, 2010 from $486,000 of cash provided in the three months ended March 31, 2009. The decrease was primarily due to $525,000 less in parent advances made in 2010 than in 2009. In addition, we made distributions of $295,000 to controlling and non-controlling interests in the three months ended March 31, 2010 compared to $0 in the three months ended March 31, 2009.

19

Funds From Operations

We present funds from operations (“FFO”) because we consider it an important supplemental measure of our operating performance and believe it is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, many of which present FFO when reporting their results. FFO is intended to exclude GAAP historical cost depreciation and amortization of real estate and related assets, which assumes that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions. Because FFO excludes depreciation and amortization unique to real estate, gains and losses from property dispositions and extraordinary items, it provides a performance measure that, when compared year-over-year, reflects the impact to operations from trends in occupancy rates, rental rates, operating costs, development activities and interest costs, providing perspective not immediately apparent from net income.

We compute FFO in accordance with standards established by the Board of Governors of NAREIT in its March 1995 White Paper (as amended in November 1999 and April 2002). As defined by NAREIT, FFO represents net income (computed in accordance with GAAP), excluding gains (or losses) from sales of property, plus real estate related depreciation and amortization (excluding amortization of loan origination costs) and after adjustments for unconsolidated partnerships and joint ventures. Our computation may differ from the methodology for calculating FFO utilized by other equity REITs and, accordingly, may not be comparable to such other REITs. Further, FFO does not represent amounts available for management’s discretionary use because of needed capital replacement or expansion, debt service obligations, or other commitments and uncertainties. FFO should not be considered as an alternative to net income (loss) (computed in accordance with GAAP) as an indicator of our financial performance or to cash flow from operating activities (computed in accordance with GAAP) as an indicator of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to pay dividends or make distributions.

The following table presents a reconciliation of our FFO for the period presented (in thousands):

	Three Months Ended March 31
	2010		2009
Net income (loss) attributable to controlling interest	$	12	$	(236	)
Adjustments:
Real estate depreciation and amortization		460		693
Funds from operations	$	472	$	457

Liquidity and Capital Resources

Our short-term liquidity requirements consist primarily of funds to pay for operating expenses and other expenditures directly associated with our properties, including:

• interest expense and scheduled principal payments on outstanding indebtedness,

• general and administrative expenses,

• future distributions expected to be paid to our stockholders and limited partners of our Operating Partnership, and

• anticipated and unanticipated capital expenditures, tenant improvements and leasing commissions.

We intend to satisfy our short-term liquidity requirements through our existing working capital and cash provided by our operations. We believe our rental revenue net of operating expenses will generally provide cash inflows to meet our debt service obligations, pay general and administrative expenses and fund regular distributions. On April 28, 2010, we completed the Offering of our common stock. We received net proceeds after underwriting discounts and commissions of approximately $196.9 million. Additionally, we estimate that we incurred approximately $3.1 million of expenses associated with the Offering. Proceeds of the Offering will be used to acquire properties, repay certain existing debt of our Predecessor, pay costs of the Offering, and for general corporate purposes.

At March 31, 2010, we had a loan secured by Newport Towne Center for $6.2 million and a loan secured by Red Rock Commons for $5.5 million, each of which matures in 2010. Both these loans were repaid with the net proceeds of the Offering.

We have obtained commitment letters from Wells Fargo Bank, National Association, which will act as administrative agent, Barclays Bank PLC, KeyBank National Association, Morgan Stanley Senior Funding, Inc., PNC Bank, National Association, Raymond James Bank, FSB, UBS Loan Finance LLC and U.S. Bank National Association, for a $125.0 million unsecured revolving credit facility. We expect the facility to have a term of three years and that we will have the option to extend the facility for one additional year if we meet specified requirements. We also expect the facility to have an accordion feature that may allow us to increase the availability by $275.0 million to $400.0 million. We intend to use this facility principally to fund growth opportunities and for working capital purposes.

The unsecured revolving credit facility is expected to bear interest at the rate of LIBOR plus a margin of 275 basis points to 375 basis points, depending on our leverage ratio, provided that in no event shall LIBOR be deemed to be less than 1.50%. The amount available for us to borrow under the facility will be subject to the net operating income of our properties that form the borrowing base of the facility, as well as a minimum implied debt service coverage ratio.

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Our ability to borrow under this unsecured revolving credit facility will be subject to our ongoing compliance with a number of customary restrictive covenants, including:

• a maximum leverage ratio (defined as total liabilities to total asset value) of 0.55 : 1.00,

• a minimum fixed charge coverage ratio (defined as adjusted earnings before interest, taxes, depreciation and amortization to fixed charges) of 1.75 : 1.00,

• a maximum secured indebtedness ratio (defined as secured indebtedness to total asset value) of 0.35 : 1.00,

• a maximum unencumbered leverage ratio (defined as unsecured indebtedness to unencumbered asset value) of 0.55 : 1.00,

• a minimum unencumbered interest coverage ratio (defined as unencumbered net operating income to unsecured interest expense) of 2.00 : 1.00, and

• a minimum tangible net worth equal to at least 85% of our tangible net worth at the closing of this offering plus 80% of the net proceeds of any additional equity issuances.

Under the unsecured revolving credit facility, our distributions may not exceed the greater of (1) 95.0% of our FFO, or (2) the amount required for us to qualify and maintain our REIT status. If an event of default exists, we may only make distributions sufficient to qualify and maintain our REIT status.

We expect to enter into this unsecured revolving credit facility in the second quarter of 2010. Although we have received commitment letters for this facility, we may be unable to close on the facility based on the terms described above or at all.

Our long-term liquidity requirements consist primarily of funds to pay for scheduled debt maturities, debt maturities of any loans assume as we acquire properties, renovations, expansions and other non-recurring capital expenditures that need to be made periodically and the costs associated with acquisitions of properties that we pursue. We intend to satisfy our long-term liquidity requirements through various sources of capital, including our existing working capital, cash provided by operations, long-term mortgage debt and the issuance of equity or debt securities. We also expect to use funds available under our anticipated revolving credit facility to finance acquisition and development activities and capital expenditures on an interim basis.

We expect our debt to contain customary restrictive covenants, including provisions that may limit our ability, without the prior consent of the lender, to incur additional indebtedness, further mortgage or transfer the applicable property, purchase or acquire additional property, discontinue insurance coverage, change the conduct of our business or make loans or advances to, enter into any merger or consolidation with, or acquire the business, assets or equity of, any third party.

Following the completion of the Offering, we have general and administrative expenses, including salaries, rent, professional fees and other corporate level activity expenses associated with operating as a public company. We also expect to incur additional professional fees to meet the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and comply with the Sarbanes-Oxley Act of 2002. The timing and level of these costs and our ability to pay these costs with cash flow from our operations depends on our execution of our business plan, the number of properties we ultimately acquire and our ability to attract qualified individuals to fill these new positions.

On May 12, 2010, we, through the Operating Partnership, completed the acquisition of 5000 South Hulen, an 86,838 square foot community shopping center located in Forth Worth, Texas, from Corrigan Hulen Joint Venture. The Operating Partnership acquired the property through its wholly owned subsidiary, Excel Hulen LLC. The purchase price was $21.9 million and consisted of a cash purchase price of approximately $7.7 million and the assumption of approximately $14.2 million of debt. The Operating Partnership funded the purchase price with the proceeds of the Offering.

On May 14, 2010, we, through the Operating Partnership, completed the acquisition of a 51,762 square foot single tenant grocery store leased to Jewel Food Stores, Inc. located in Morris, Illinois from Morris (EP ALEX), LLC. The Operating Partnership acquired the property through its wholly owned subsidiary, Excel Jewel LLC. The purchase price was approximately $8.2 million and consisted of all cash. The Operating Partnership funded the purchase price with the proceeds of the Offering.

On May 24, 2010, we through the Operating Partnership, completed the acquisition of three 13,650 square foot single tenant properties leased to Walgreens. Two of these properties are located in Corbin, Kentucky and one is located in Barbourville, Kentucky. They were acquired from MG&P Development Partnership. The Operating Partnership acquired these properties through its wholly owned subsidiaries, Excel North Corbin, LLC, Excel South Corbin, LLC and Excel Barbourville, LLC. The aggregate purchase price of these properties was approximately $12.0 million and consisted of all cash. The Operating Partnership funded the purchase price with the proceeds of the Offering.

On May 28, 2010, we, through the Operating Partnership, completed the acquisition of a 53,411 square foot single tenant grocery store leased to Shop ‘n Save located in Ballwin, Missouri from Twin Oaks-SNS, LLC. The Operating Partnership acquired the property through its wholly owned subsidiary, Excel Twin Oaks, LLC. The purchase price was approximately $8.5 million and consisted of all cash. The Operating Partnership funded the purchase price with the proceeds of the Offering.

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Commitments and Contingencies

The following table outlines the timing of our required payments (dollars in thousands) related to our indebtedness as of March 31, 2010:

	Payments by Period
	2010		2011-2012		2013-2014		Thereafter		Total
Principal payments—fixed rate debt	$	289	$	844	$	17,166		—	$	18,299
Interest payments—fixed rate debt		820		2,114		1,189		—		4,123
Principal payments—variable rate debt		11,704		—		—		—		11,704
Interest payments—variable rate debt (based on interest rates in effect as of March 31, 2010)		124		—		—		—		124
	$	12,937	$	2,958	$	18,355	$	—	$	34,250

Distribution Policy

We intend to elect to be taxed as a REIT under the Code commencing with our taxable year ending December 31, 2010. To qualify as a REIT, we must meet a number of organizational and operational requirements, including the requirement that we distribute currently at least 90% of our REIT taxable income to our stockholders. It is our intention to comply with these requirements and maintain our REIT status. As a REIT, we generally will not be subject to corporate federal, state or local income taxes on income we distribute currently (in accordance with the Code and applicable regulations) to our stockholders. If we fail to qualify as a REIT in any taxable year, we will be subject to federal, state and local income taxes at regular corporate rates and may not be able to qualify as a REIT for subsequent tax years. Even if we qualify for federal taxation as a REIT, we may be subject to certain state and local taxes on our income properties and operations and to federal income and excise taxes on our taxable income not distributed in the amounts and in the time frames prescribed by the Code and applicable regulations thereunder.

Inflation

Some of our leases contain provisions designed to mitigate the adverse impact of inflation. These provisions generally increase rental rates during the terms of the leases either at fixed rates or indexed escalations (based on the Consumer Price Index or other measures). We may be adversely impacted by inflation on our leases that do not contain indexed escalation provisions. In addition, most of our leases require the tenant to pay its share of operating expenses, including common area maintenance costs, real estate taxes and insurance. This may reduce our exposure to increases in costs and operating expenses resulting from inflation, assuming our properties remain leased and tenants fulfill their obligations to reimburse us for such expenses.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our future income, cash flows and fair values relevant to financial instruments depend upon prevailing market interest rates. Market risk is the exposure to loss resulting from changes in interest rates, foreign currency exchange rates, commodity prices and equity prices. The primary market risk to which we believe we are exposed is interest rate risk. Many factors, including governmental monetary and tax policies, domestic and international economic and political considerations and other factors that are beyond our control contribute to interest rate risk. Our variable rate debt was repaid in May 2010 with proceeds of the Offering. Our remaining debt has fixed interest rates and is not subject to market risk.

In order to modify and manage the interest rate characteristics of our outstanding debt and to limit the effects of interest rate risks on our operations, we may utilize a variety of financial instruments, including interest rate swaps, caps, floors and other interest rate exchange contracts. The use of these types of instruments to hedge our exposure to changes in interest rates carries additional risks, including counterparty credit risk, the enforceability of hedging contracts and the risk that unanticipated and significant changes in interest rates will cause a significant loss of basis in the contract. To limit counterparty credit risk we will seek to enter into such agreements with major financial institutions with high credit ratings. There can be no assurance that we will be able to adequately protect against the foregoing risks and that we will ultimately realize an economic benefit that exceeds the related amounts incurred in connection with engaging in such hedging activities. We do not enter into such contracts for speculative or trading purposes.

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Item 4. Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by Rule 13a-15(b) under the Exchange Act, management carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on their evaluation as of March 31, 2010, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) were effective at the reasonable assurance level.

In addition, there has been no change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15(d)-15(f) under the Exchange Act) that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

We are not presently involved in any material litigation nor, to our knowledge, is any material litigation threatened against us or our properties. We are involved in routine litigation arising in the ordinary course of business, none of which we believe to be material.

Item 1A. Risk Factors

For a discussion of our potential risks and uncertainties, see the section entitled “Risk Factors” beginning on page 21 in our Prospectus dated April 22, 2010, filed with the Securities and Exchange Commission on April 23, 2010 pursuant to Rule 424(b) under the Securities Act, which is accessible on the Securities and Exchange Commission’s website at www.sec.gov. There have been no material changes to the risk factors disclosed in the Prospectus.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On April 22, 2010, our registration statement on Form S-11 (File No. 333-164031) relating to the Offering was declared effective by the Securities and Exchange Commission. The Offering consisted of the issuance of 15,000,000 common shares at a public offering price of $14 per share. Net proceeds after underwriting discounts and commissions of approximately $13.1 million were approximately $196.9 million. Additionally, we estimate that we incurred approximately $3.1 million of expenses associated with the Offering for total net proceeds of approximately $193.8 million. The Offering has been completed and we contributed the net proceeds from the Offering to the Operating Partnership. Shortly after the Offering, the properties forming our Predecessor were contributed to us and the Operating Partnership in exchange for 507,993 shares of our common stock, 641,062 OP Units and the assumption of an aggregate of approximately $18.3 million of indebtedness. Mortgage debt related to these properties of $11.2 million was also repaid. In addition to the properties acquired from our Predecessor, as of June 4, 2010, we had acquired an additional six properties using the net proceeds of the Offering as described under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.” The joint book-running managers for the Offering were Morgan Stanley & Co. Incorporated, Barclays Capital Inc. and UBS Securities LLC. The co-managers were Wells Fargo Securities, LLC, KeyBanc Capital Markets Inc., Raymond James & Associates, Inc., Stifel, Nicolaus & Company, Incorporated, PNC Capital Markets LLC and HFF Securities L.P.

There has been no material change in the planned use of proceeds from our initial public offering as described in our Prospectus dated April 22, 2010, filed with the Securities and Exchange Commission on April 23, 2010 pursuant to Rule 424(b) under the Securities Act, which is accessible on the Securities and Exchange Commission’s website at www.sec.gov.

In addition, following the completion of the Offering, we repurchased for $1,000 in cash the 1,000 shares of our common stock that were issued to Mr. Sabin in connection with our formation in order to provide our initial capitalization in December 2009. The repurchase was effected in reliance upon an exemption from registration provided by Section 4(2) under the Securities Act.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Reserved

Item 5. Other Information

None.

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Item 6. Exhibits

Exhibit Number	Description of Exhibit
10.1	Registration Rights Agreement, dated May 4, 2010, by and among Excel Trust, Inc., Excel Trust, L.P. and the persons named therein.
10.2	2010 Equity Incentive Award Plan.(1)
10.3	Excel Trust, Inc. and Excel Trust, L.P. Incentive Bonus Plan.
10.4	Employment Agreement among Excel Trust, Inc., Excel Trust, L.P. and Gary B. Sabin.(2)
10.5	Employment Agreement among Excel Trust, Inc., Excel Trust, L.P. and Spencer G. Plumb.(2)
10.6	Employment Agreement among Excel Trust, Inc., Excel Trust, L.P. and James Y. Nakagawa.(2)
10.7	Employment Agreement among Excel Trust, Inc., Excel Trust, L.P. and Mark T. Burton.(2)
10.8	Employment Agreement among Excel Trust, Inc., Excel Trust, L.P. and S. Eric Ottesen.(2)
10.9	Purchase and Sale Agreement and Joint Escrow Instructions, dated May 6, 2010, between CNLRS Rockwall, L.P. and Excel Trust, L.P.
10.10	First Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, dated May 19, 2010, between CNLRS Rockwall, L.P. and Excel Trust, L.P.
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(1) Incorporated herein by reference to Excel Trust, Inc.’s Registration Statement on Form S-8 (File No. 333-166267) filed with the Securities and Exchange Commission on April 28, 2010.

(2) Incorporated herein by reference to Excel Trust, Inc’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 28, 2010.

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SIGNATURES

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

EXCEL TRUST, INC.
By:	/S/    GARY B. SABIN
	Gary B. Sabin
	Chairman and Chief Executive Officer (Principal Executive Officer)
By:	/S/    JAMES Y. NAKAGAWA
	James Y. Nakagawa
	Chief Financial Officer (Principal Financial Officer)

Date: June 4, 2010

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EXHIBIT INDEX

Exhibit Number	Description of Exhibit
10.1	Registration Rights Agreement, dated May 4, 2010, by and among Excel Trust, Inc., Excel Trust, L.P. and the persons named therein.
10.2	2010 Equity Incentive Award Plan.(1)
10.3	Excel Trust, Inc. and Excel Trust, L.P. Incentive Bonus Plan.
10.4	Employment Agreement among Excel Trust, Inc., Excel Trust, L.P. and Gary B. Sabin.(2)
10.5	Employment Agreement among Excel Trust, Inc., Excel Trust, L.P. and Spencer G. Plumb.(2)
10.6	Employment Agreement among Excel Trust, Inc., Excel Trust, L.P. and James Y. Nakagawa.(2)
10.7	Employment Agreement among Excel Trust, Inc., Excel Trust, L.P. and Mark T. Burton.(2)
10.8	Employment Agreement among Excel Trust, Inc., Excel Trust, L.P. and S. Eric Ottesen.(2)
10.9	Purchase and Sale Agreement and Joint Escrow Instructions, dated May 6, 2010, between CNLRS Rockwall, L.P. and Excel Trust, L.P.
10.10	First Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, dated May 19, 2010, between CNLRS Rockwall, L.P. and Excel Trust, L.P.
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(1) Incorporated herein by reference to Excel Trust, Inc.’s Registration Statement on Form S-8 (File No. 333-166267) filed with the Securities and Exchange Commission on April 28, 2010.

(2) Incorporated herein by reference to Excel Trust, Inc’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 28, 2010.

EX-10.1

Exhibit 10.1

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 4, 2010, is entered into by and among Excel Trust, Inc., a Maryland corporation (the “Company”), Excel Trust, L.P., a Delaware limited partnership (the “Operating Partnership”), and the contributors whose names are set forth on the signature pages hereto (each a “Contributor” and collectively, the “Contributors”).

RECITALS

WHEREAS, in connection with the initial public offering of shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), the Company, the Operating Partnership and the Contributors will engage in certain formation transactions (the “Formation Transactions”) whereby the Contributors will contribute to the Company and/or the Operating Partnership their interests in certain real estate properties and other assets (the “Properties”);

WHEREAS, the Contributors will receive limited partnership units (“OP Units”) in the Operating Partnership and/or shares of Common Stock in exchange for their respective interests in the Properties, and the Company will be the general partner of the Operating Partnership;

WHEREAS, pursuant to the Partnership Agreement (as defined below), the OP Units will be redeemable for cash or exchangeable for shares of Common Stock upon the terms and subject to the conditions contained in the Partnership Agreement; and

WHEREAS, the Contributors are willing to contribute their respective interests in the Properties in consideration of receiving, among other things, the registration rights set forth herein;

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1. Definitions. The following terms, as used herein, have the following meanings:

“Affiliate” of any Person means any other Person directly or indirectly, through one or more intermediaries, controlling or controlled by or under common control with such Person. For the purposes of this definition, “control” when used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Agreement” shall have the meaning set forth in the introductory paragraph hereof.

“Articles of Incorporation” means the Articles of Amendment and Restatement of the Company as filed with the State Department of Assessments and Taxation of Maryland on April 15, 2010, as the same may be amended, modified or restated from time to time.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in The City of New York or San Diego, California are authorized as required by law, regulation or executive order to close.

“Commission” means the Securities and Exchange Commission.

“Common Stock” shall have the meaning set forth in the Recitals hereof.

“Company” shall have the meaning set forth in the introductory paragraph hereof.

“Contributor” shall have the meaning set forth in the introductory paragraph hereof.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Exchangeable OP Units” means OP Units which may be redeemable for cash, or at the sole and absolute discretion of the Company, exchangeable for Common Stock pursuant to the Partnership Agreement (without regard to any limitations on the exercise of such exchange right as a result of the Ownership Limit Provisions).

“Formation Transactions” shall have the meaning set forth in the Recitals hereof.

“Holder” means any Initial Holder who is the record or beneficial owner of any Registrable Security or any assignee or transferee of such Registrable Security (including assignments or transfers of Registrable Securities to such assignees or transferees as a result of the foreclosure on any loans secured by such Registrable Securities) to the extent (x) permitted under the Partnership Agreement and (y) such assignee or transferee agrees in writing to be bound by all the provisions hereof, unless such Registrable Security is acquired in a public distribution pursuant to a registration statement under the Securities Act or pursuant to transactions exempt from registration under the Securities Act where securities sold in such transaction may be resold without subsequent registration under the Securities Act.

“Immediate Family” of any individual means such individual’s estate and heirs or current spouse, or former spouse, parents, parents-in-law, children (whether natural or adoptive or by marriage), siblings and grandchildren and any trust or estate, all of the beneficiaries of which consist of such individual or any of the foregoing.

“Indemnified Party” shall have the meaning set forth in Section 2.8 hereof.

“Indemnifying Party” shall have the meaning set forth in Section 2.8 hereof.

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“Initial Holder” means (i) any Contributor, (ii) any partner, member or stockholder of any Contributor, (iii) any Affiliate of any such partner, member or stockholder and (iv) the Immediate Family of any of the foregoing.

“Initial Public Offering” means the offering of Common Stock pursuant to the Form S-11 Registration Statement (No. 333-164031) filed by the Company with the Commission under the Securities Act.

“Inspectors” shall have the meaning set forth in Section 2.4(g) hereof.

“Market Value” means the average of the daily market price of the Common Stock for the ten (10) consecutive trading days immediately preceding the applicable date. The market price of the Common Stock for each such trading day shall be:

(i) if the Common Stock is listed or admitted to trading on any securities exchange, the closing price, regular way, on such day, or if no such sale takes place on such day, the average of the closing bid and asked prices on such day, in either case as reported in the principal consolidated transaction reporting system,

(ii) if the Common Stock is not listed or admitted to trading on any securities exchange, the last reported sale price on such day or, if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reliable quotation source designated by the Company, or

(iii) if the Common Stock is not listed or admitted to trading on any securities exchange and no such last reported sale price or closing bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reliable quotation source designated by the Company, or if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than ten (10) days prior to the date in question) for which prices have been so reported;

provided that if there are no bid and asked prices reported during the ten (10) days prior to the date in question, the Market Value of the Common Stock shall be determined by the Board of Directors of the Company acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate.

“OP Units” shall have the meaning set forth in the Recitals hereof.

“Ownership Limit Provisions” mean the various provisions of the Company’s Articles of Incorporation set forth in Article VII thereof restricting the ownership of Common Stock by Persons to specified percentages of the outstanding Common Stock.

“Partnership Agreement” means the Agreement of Limited Partnership of the Operating Partnership dated as of April 15, 2010, as the same may be amended, modified or restated from time to time.

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“Person” means an individual or a corporation, partnership, limited liability company, association, trust, or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“Piggy-Back Registration” shall have the meaning set forth in Section 2.2 hereof.

“Properties” shall have the meaning set forth in the Recitals hereof.

“Records” shall have the meaning set forth in Section 2.4(g) hereof.

“Registrable Securities” means shares of Common Stock at any time owned, either of record or beneficially, by any Holder and issued either in connection with the Formation Transactions or upon exchange of Exchangeable OP Units received in the Formation Transactions and any additional Common Stock issued as a dividend, distribution or exchange for, or in respect of such shares until

(i) a registration statement covering such shares has been declared effective by the Commission and such shares have been disposed of pursuant to such effective registration statement,

(ii) such shares shall have ceased to be outstanding,

(iii) such shares may be sold pursuant to Rule 144 (or any similar rule or regulation then in effect) without limitation as to volume or manner of sale, or

(iv) such shares have been sold or otherwise transferred in a transaction that would constitute a sale thereof under the Securities Act, the Company has delivered a new certificate or other evidence of ownership for such shares not bearing the Securities Act restricted stock legend and such shares may be resold without subsequent registration under the Securities Act.

“Registration Expenses” shall have the meaning set forth in Section 2.5 hereof.

“Securities Act” means the Securities Act of 1933, as amended and the rules and regulations promulgated thereunder.

“Selling Holder” means a Holder who is selling Registrable Securities pursuant to a registration statement under the Securities Act.

“Shelf Registration Statement” shall have the meaning set forth in Section 2.1 hereof.

“Underwriter” means a securities dealer who purchases any Registrable Securities as principal and not as part of such dealer’s market-making activities.

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ARTICLE II

REGISTRATION RIGHTS

SECTION 2.1. Shelf Registration. Commencing on or after the first anniversary of the consummation date of the Initial Public Offering, the Company shall prepare and file a “shelf” registration statement with respect to the Registrable Securities on an appropriate form for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”) and shall use its commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective on or as soon as practicable thereafter, and to keep such Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Shelf Registration Statement are no longer Registrable Securities. In the event that the Company fails to file, or if filed fails to maintain the effectiveness of, a Shelf Registration Statement, Holders of Registrable Securities may participate in a Piggy-Back Registration (as defined below) pursuant to Section 2.2 hereof; provided that, if and so long as a Shelf Registration Statement is on file and effective, then the Company shall have no obligation to allow participation in a Piggy-Back Registration.

SECTION 2.2. Piggy-Back Registration. Subject to Section 2.1 hereof, if the Company proposes to file a registration statement under the Securities Act with respect to an underwritten equity offering by the Company for its own account or for the account of any of its respective securityholders of any class of security (other than (i) any registration statement filed by the Company under the Securities Act relating to an offering of Common Stock for its own account as a result of the exercise of the exchange rights set forth in the Partnership Agreement, (ii) any registration statement filed in connection with a demand registration or (iii) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission) or filed in connection with an exchange offer or offering of securities solely to the Company’s existing securityholders), then the Company shall give written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event less than ten (10) days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request (a “Piggy-Back Registration”). The Company shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company included therein.

SECTION 2.3. Reduction of Offering. Notwithstanding anything contained herein, if in the opinion of the managing Underwriter or Underwriters of an offering described in Section 2.2 hereof, the (i) size of the offering that the Holders, the Company and such other persons intend to make or (ii) kind of securities that the Holders, the Company and/or any other Persons intend to include in such offering are such that the success of the offering would be adversely affected by inclusion of the Registrable Securities requested to be included, then (A) if the size of the offering is the basis of such Underwriter’s opinion, the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter or Underwriters; provided that, in the case of a Piggy-Back Registration, if the securities are being offered for the account of other Persons as well as the Company, then with

5

respect to the Registrable Securities intended to be offered by Holders, the proportion by which the amount of such class of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of the securities intended to be offered by such other Persons is reduced; and (B) if the combination of the securities to be offered is the basis of such Underwriter’s opinion, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (A) above (subject to the proviso in clause (A)) or (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter or Underwriters, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering.

SECTION 2.4. Registration Procedures; Filings; Information. In connection with any Shelf Registration Statement under Section 2.1 hereof, the Company will use its commercially reasonable efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as practicable, and in connection with any such request:

(a) The Company will as expeditiously as possible prepare and file with the Commission a registration statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof.

(b) The Company will, if requested, prior to filing a registration statement or prospectus or any amendment or supplement thereto, furnish to each Selling Holder and each Underwriter, if any, of the Registrable Securities covered by such registration statement copies of such registration statement as proposed to be filed, and thereafter furnish to such Selling Holder and Underwriter, if any, such number of conformed copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Selling Holder or Underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Selling Holder.

(c) After the filing of the registration statement, the Company will promptly notify each Selling Holder covered by such registration statement of any stop order issued or threatened by the Commission and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.

(d) The Company will use its commercially reasonable efforts to (i) register or qualify the Registrable Securities under such other securities or blue sky laws of such jurisdictions in the United States (where an exemption does not apply) as any Selling Holder or managing Underwriter or Underwriters, if any, reasonably (in light of such Selling Holder’s intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Selling Holder to

6

consummate the disposition of the Registrable Securities owned by such Selling Holder; provided that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.

(e) The Company will immediately notify each Selling Holder of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and promptly make available to each Selling Holder any such supplement or amendment.

(f) The Company will enter into customary agreements (including an underwriting agreement, if any, in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities.

(g) The Company will make available for inspection by any Selling Holder of such Registrable Securities, any Underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other professional retained by any such Selling Holder or Underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”) as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement. Records which the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (i) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in such registration statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction. Each Selling Holder of such Registrable Securities agrees that information obtained by it as a result of such inspections shall be deemed confidential and shall not be used by it as the basis for any market transactions in the securities of the Company unless and until such is made generally available to the public. Each Selling Holder of such Registrable Securities further agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential.

(h) The Company will furnish to each Selling Holder and to each Underwriter, if any, a signed counterpart, addressed to such Selling Holder or Underwriter, of (i) an opinion or opinions of counsel to the Company and (ii) if eligible under Statement on Auditing Standards No. 72 of the American Institute of Certified Public Accountants, a comfort letter or comfort letters from the Company’s independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as the Holders of a majority of the Registrable Securities included in such offering or the managing Underwriter or Underwriters therefor reasonably requests.

7

(i) The Company will otherwise comply with all applicable rules and regulations of the Commission, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering a period of at least twelve months, beginning after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder (or any successor rule or regulation hereafter adopted by the Commission).

(j) The Company will use its commercially reasonable efforts to cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed.

The Company may require each Selling Holder of Registrable Securities to promptly furnish in writing to the Company such information regarding such selling Holder, the Registrable Securities held by it and the intended method of distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.

Each Selling Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 2.4(e) hereof, such Selling Holder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Selling Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 2.4(e) hereof, and, if so directed by the Company, such Selling Holder will deliver to the Company all copies, other than permanent file copies then in such Selling Holder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. Each Selling Holder of Registrable Securities agrees that it will immediately notify the Company at any time when a prospectus relating to the registration of such Registrable Securities is required to be delivered under the Securities Act of the happening of an event as a result of which information previously furnished by such Selling Holder to the Company in writing for inclusion in such prospectus contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made. In the event the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 2.4(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 2.4(e) hereof to the date when the Company shall make available to the Selling Holders of Registrable Securities covered by such registration statement a prospectus supplemented or amended to conform with the requirements of Section 2.4(e) hereof.

SECTION 2.5. Registration Expenses. In connection with any registration statement required to be filed hereunder, the Company shall pay the following registration expenses incurred in connection with the registration hereunder (the “Registration Expenses”): (i) all registration and filing fees, (ii) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel in connection with blue sky

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qualifications of the Registrable Securities), (iii) printing expenses, (iv) internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), (v) the fees and expenses incurred in connection with the listing of the Registrable Securities, (vi) reasonable fees and disbursements of counsel for the Company and customary fees and expenses for independent certified public accountants retained by the Company (including the expenses of any comfort letters or costs associated with the delivery by independent certified public accountants of a comfort letter or comfort letters requested pursuant to Section 2.4(h) hereof), and (vii) the reasonable fees and expenses of any special experts retained by the Company in connection with such registration. The Company shall have no obligation to pay any underwriting fees, discounts or commissions attributable to the sale of Registrable Securities, or any out-of-pocket expenses of the Holders (or the agents who manage their accounts) or any transfer taxes relating to the registration or sale of the Registrable Securities.

SECTION 2.6. Indemnification by the Company. The Company agrees to indemnify and hold harmless each Selling Holder, its officers, directors and agents, and each Person, if any, who controls such Selling Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to the Registrable Securities (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any preliminary prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information furnished in writing to the Company by such Selling Holder or on such Selling Holder’s behalf expressly for inclusion therein. The Company also agrees to indemnify any Underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Selling Holders provided in this Section 2.6, provided that the foregoing indemnity with respect to any preliminary prospectus shall not inure to the benefit of any Underwriter of the Registrable Securities from whom the person asserting any such losses, claims, damages or liabilities purchased the Registrable Securities which are the subject thereof if such person did not receive a copy of the prospectus (or the prospectus as supplemented) at or prior to the confirmation of the sale of such Registrable Securities to such person in any case where such delivery is required by the Securities Act and the untrue statement or omission of a material fact contained in such preliminary prospectus was corrected in the prospectus (or the prospectus as supplemented). The indemnity provided for in this Section 2.6 shall remain in full force and effect regardless of any investigation made by or on behalf of any Selling Holder.

SECTION 2.7. Indemnification by Holders of Registrable Securities. Each Selling Holder agrees, severally but not jointly, to indemnify and hold harmless the Company, its officers, directors and agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only with

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respect to information relating to such Selling Holder furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement or prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against the Company or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.6. Each Selling Holder also agrees to indemnify and hold harmless Underwriters of the Registrable Securities, their officers and directors and each Person who controls such Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Company provided in this Section 2.7. The liability of any Selling Holder pursuant to this Section 2.7 may, in no event, exceed the net proceeds received by such Selling Holder from sales of Registrable Securities giving rise to the indemnification obligations of such Selling Holder.

SECTION 2.8. Conduct of Indemnification Proceedings. In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 2.6 or 2.7, such person (an “Indemnified Party”) shall promptly notify the person against whom such indemnity may be sought (an “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.6 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.7, the Company. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent, or if there be a final judgment for the plaintiff, the Indemnifying Party shall indemnify and hold harmless such Indemnified Parties from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested an Indemnifying Party to reimburse the Indemnified Party for fees and expenses of counsel as contemplated by the third sentence of this paragraph, the Indemnifying Party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 Business Days after receipt by such Indemnifying Party of the aforesaid request and (ii) such Indemnifying Party shall not have reimbursed the Indemnified Party in

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accordance with such request prior to the date of such settlement. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability arising out of such proceeding.

SECTION 2.9. Contribution. If the indemnification provided for in Section 2.6 or 2.7 hereof is unavailable to an Indemnified Party or insufficient in respect of any losses, claims, damages or liabilities referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or liabilities (i) as between the Company and the Selling Holders on the one hand and the Underwriters on the other, in such proportion as is appropriate to reflect the relative benefits received by the Company and the Selling Holders on the one hand and the Underwriters on the other from the offering of the securities, or if such allocation is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits but also the relative fault of the Company and the Selling Holders on the one hand and of the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations and (ii) between the Company on the one hand and each Selling Holder on the other, in such proportion as is appropriate to reflect the relative fault of the Company and of each Selling Holder in connection with such statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company and the Selling Holders on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total proceeds from the offering (net of underwriting discounts and commissions but before deducting expenses) received by the Company and the Selling Holders bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the prospectus. The relative fault of the Company and the Selling Holders on the one hand and of the Underwriters on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and the Selling Holders or by the Underwriters. The relative fault of the Company on the one hand and of each Selling Holder on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The Company and the Selling Holders agree that it would not be just and equitable if contribution pursuant to this Section 2.9 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an Indemnified Party as a result of the losses, claims, damages or liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or

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defending any such action or claim. Notwithstanding the provisions of this Section 2.9, no Underwriter shall be required to contribute any amount in excess of the amount by which the total commissions and discounts received by such Underwriter in connection with the sale of the securities underwritten by it and distributed to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, and no Selling Holder shall be required to contribute any amount in excess of the amount by which the total price at which the securities of such Selling Holder were offered to the public exceeds the amount of any damages which such Selling Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Selling Holder’s obligations to contribute pursuant to this Section 2.9 are several in proportion to the proceeds of the offering received by such Selling Holder bears to the total proceeds of the offering received by all the Selling Holders and not joint.

SECTION 2.10. Participation in Underwritten Registrations. No Person may participate in any underwritten registration hereunder unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and these registration rights provided for in this Article II.

SECTION 2.11. Rule 144. The Company covenants that it will file any reports required to be filed by it under the Securities Act and the Exchange Act and that it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable Holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

SECTION 2.12. Holdback Agreements.

(a) Restrictions on Public Sale by Holder of Registrable Securities. To the extent not inconsistent with applicable law, each Holder whose securities are included in a registration statement agrees not to effect any sale or distribution of the issue being registered or a similar security of the Company, or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144 under the Securities Act, during the fourteen (14) days prior to (provided that sufficient prior notice has been given to such Holder), and during the 90-day period beginning on, the effective date of such registration statement (except as part of such registration), if and to the extent requested in writing by the Company in the case of a non-underwritten public offering or if and to the extent requested in writing by the managing underwriter or Underwriters in the case of an underwritten public offering.

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(b) Temporary Suspension of Rights to Sell Based on Confidential Information. If the Company determines in its good faith judgment that the filing of the Shelf Registration Statement under Section 2.1 or the use of any related prospectus would require the disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company’s ability to consummate a significant transaction, and that the Company is not otherwise required by applicable securities laws or regulations to disclose, upon written notice of such determination by the Company, the rights of the Holders to offer, sell or distribute any Registrable Securities pursuant to the Shelf Registration Statement or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant to the Shelf Registration Statement shall be suspended until the earlier of (i) the date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this Section 2.12(b) is no longer necessary and (ii) 180 days. The Company agrees to give such notice as promptly as practicable following the date that such suspension of rights is no longer necessary.

(c) Temporary Suspension of Rights to Sell Based on Exchange Act Reports not yet Filed or Regulation S-X. If all reports required to be filed by the Company pursuant to the Exchange Act have not been filed by the required date without regard to any extension, or if the consummation of any business combination by the Company has occurred or is probable for purposes of Rule 3-05, Rule 3-14 or Article 11 of Regulation S-X under the Act, upon written notice thereof by the Company to the Holders, the rights of the Holders to offer, sell or distribute any Registrable Securities pursuant to the Shelf Registration Statement or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant to the Shelf Registration Statement shall be suspended until the date on which the Company has filed such reports or obtained and filed the financial information required by Rule 3-05, Rule 3-14 or Article 11 of Regulation S-X to be included or incorporated by reference, as applicable, in the Shelf Registration Statement, and the Company shall notify the Holders as promptly as practicable when such suspension is no longer required.

ARTICLE III

MISCELLANEOUS

SECTION 3.1. New York Stock Exchange Listing. In the event that the Company shall issue any Common Stock in exchange for OP Units pursuant to the Partnership Agreement, then in any such case the Company agrees to cause any such shares of Common Stock to be listed on the New York Stock Exchange prior to or concurrently with the issuance thereof by the Company.

SECTION 3.2. Remedies. In addition to being entitled to exercise all rights provided herein and granted by law, including recovery of damages, the Holders shall be entitled to specific performance of the rights under this Agreement. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.

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SECTION 3.3. Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, in each case without the written consent of the Company and the Holders of a majority of the Registrable Securities. No failure or delay by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon any breach thereof shall constitute waiver of any such breach or any other covenant, duty, agreement or condition.

SECTION 3.4. Notices. All notices and other communications in connection with this Agreement shall be made in writing by hand delivery, registered first-class mail, telex, telecopier, or air courier guaranteeing overnight delivery to the address set forth on the signature page hereto, or to such other address and to such other Persons as any party hereto may hereafter specify in writing.

All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; when received if deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and on the next business day, if timely delivered to an air courier guaranteeing overnight delivery.

SECTION 3.5. Successors and Assigns. Except as expressly provided in this Agreement the rights and obligations of the Initial Holders under this Agreement shall not be assignable by any Initial Holder to any Person that is not an Initial Holder. This Agreement shall be binding upon the parties hereto and their respective successors and assigns.

SECTION 3.6. Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Each party shall become bound by this Agreement immediately upon affixing its signature hereto.

SECTION 3.7. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of California without regard to the choice of law provisions thereof.

SECTION 3.8. Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

SECTION 3.9. Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted by the Company with respect to the Registrable Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

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SECTION 3.10. Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

SECTION 3.11. No Third Party Beneficiaries. Nothing express or implied herein is intended or shall be construed to confer upon any person or entity, other than the parties hereto and their respective successors and assigns, any rights, remedies or other benefits under or by reason of this Agreement.

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

COMPANY
EXCEL TRUST, INC.,
a Maryland corporation
By:	/s/ Spencer G. Plumb
Name:	Spencer G. Plumb
Title:	President and Chief Operating Officer
OPERATING PARTNERSHIP
EXCEL TRUST, L.P., a Delaware limited partnership
By:	EXCEL TRUST, INC.
	General Partner
By:		/s/ Spencer G. Plumb
Name:		Spencer G. Plumb
Title:		President and Chief Operating Officer

[Registration Rights Agreement Signature Page]

CONTRIBUTORS
/s/ Gary B. Sabin
Gary B. Sabin
Gary B. Sabin Family Trust dated May 20, 1982
/s/ Gary B. Sabin
Gary B. Sabin, Trustee
Excel Realty Holdings, LLC
a California limited liability company
By:	Gary B. Sabin Family Trust dated May 20, 1982, sole member
By:	/s/ Gary B. Sabin
Name:	Gary B. Sabin, Trustee
Excel Centre Inc.,
a California corporation
By:	/s/ Gary B. Sabin
Name:	Gary B. Sabin
Title:	Manager
Excel Realty Fund, LP
a Delaware limited partnership
By:	Excel Capital Group LLC, its sole general partner
By:	/s/ Gary B. Sabin
Name:	Gary B. Sabin
Title:	Manager

[Registration Rights Agreement Signature Page]

CONTRIBUTORS

/s/ James Y Nakagawa

James Y. Nakagawa

/s/ Mark T. Burton

Mark T. Burton

/s/ S. Eric Ottesen

S. Eric Ottesen

[Registration Rights Agreement Signature Page]

EX-10.3

Exhibit 10.3

EXCEL TRUST, INC. AND EXCEL TRUST, L.P.

INCENTIVE BONUS PLAN

1. PURPOSE

This Incentive Bonus Plan (the “Plan”) is intended to provide an additional incentive for key employees of Excel Trust, Inc. (the “REIT”), a Maryland corporation, and Excel Trust, L.P., a Delaware limited partnership (the “Partnership”), and their subsidiaries (collectively, the “Company”), to perform to the best of their abilities, to further the growth, development and financial success of the Company, and to enable the Company to attract and retain highly qualified employees.

2. PARTICIPANTS

Participation in the Plan shall be limited to such employees of the Company and its subsidiaries and affiliates whom the Committee (as defined below) from time to time determines shall be eligible to receive a bonus hereunder (the “Participants”).

3. THE COMMITTEE

The Plan shall be administered by a committee (the “Committee”) of the Board of Directors of the REIT (the “Board”), which shall be appointed by the Board. Unless otherwise determined by the Board, the Committee shall consist of at least two members of the Board who shall qualify as “outside directors” under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). Initially, the Compensation Committee of the Board shall constitute the Committee. The Committee shall have the discretion and authority to administer and interpret the Plan, including the authority to establish bonus programs under the Plan from time to time containing such terms and conditions as the Committee may determine or deem appropriate in its discretion.

4. BONUS DETERMINATIONS

A Participant may receive a bonus payment under the Plan with respect to any period(s) of employment or performance established by the Committee and based upon such objective and/or subjective performance criteria as the Committee may determine in its sole discretion (the “Performance Goals”), which may include, without limitation, one or more of the following corporate, business and/or individual criteria: (i) net earnings (either before or after one or more of the following: (A) interest, (B) taxes, (C) depreciation and (D) amortization); (ii) gross or net sales or revenue; (iii) net income (either before or after taxes); (iv) adjusted net income; (v) operating earnings; (vi) cash flow (including, but not limited to, operating cash flow and free cash flow); (vii) return on assets; (viii) return on capital; (ix) return on shareholders’ equity; (x) total shareholder return; (xi) return on sales; (xii) gross or net profit or operating margin; (xiii) costs; (xiv) funds from operations; (xv) expenses; (xvi) working capital; (xvii) earnings per share; (xviii) adjusted earnings per share; (xix) price per share of Stock; (xx) implementation or completion of critical projects; (xxi) comparisons with various stock market indices; (xxii) debt reduction; (xxiii) shareholder equity; (xxiv) operating efficiency; (xxv)financial ratios; and (xxvi) financing and other capital raising transactions.

A Performance Goal may be a single goal or a range with a minimum goal up to a maximum goal. Unless otherwise determined by the Committee, the amount of each Participant’s bonus shall be based upon a bonus formula determined by the Committee in its sole discretion that ties such bonus to the attainment of the applicable Performance Goals. The Committee may in its sole discretion modify or change the bonus formulas and/or Performance Goals at any time and from time to time during or upon completion of a performance period.

5. PAYMENT OF BONUSES

The payment of bonuses under the Plan shall be made on any date or dates determined by the Committee and shall be subject to such terms and conditions as may be determined by the Committee in its sole discretion. Unless otherwise determined by the Committee, a Participant must be an active employee of the Company or its subsidiaries or affiliates and in good standing as of the date on which the bonus is paid in order to be entitled to receive such bonus. If a Participant dies or a Participant’s employment is terminated for any reason prior to the payment of his or her bonus, the payment of any bonus (and in the case of death, the person or persons to whom such payment shall be made) shall be determined at the sole discretion of the Committee.

Any bonus that becomes payable under the Plan may be paid in the form of cash, shares of the Company’s common stock or a combination of both, as determined by the Committee in its sole discretion. To the extent that the Committee determines to pay a bonus in the form of shares of the Company’s common stock, such shares shall be awarded under the Company’s 2010 Equity Incentive Award Plan, as amended from time to time, and shall be subject to the terms and conditions thereof; provided, however, that no shares shall be awarded in satisfaction of any bonus under the Plan to the extent such award could cause the Participant to be in violation of the Ownership Limit (as defined in the REIT’s Articles of Incorporation, as amended from time to time), or if, in the Committee’s discretion, such award could impair the REIT’s status as a REIT.

Bonus payments are not intended to constitute a deferral of compensation subject to Section 409A of the Code and are intended to satisfy the “short-term deferral” exemption under Section 409A of the Code and the Treasury Regulations issued thereunder. Accordingly, to the extent necessary to cause bonus payments hereunder to satisfy the “short-term deferral” exemption under Section 409A of the Code and the Treasury Regulations issued thereunder, a bonus payment shall be made not later than the later (a) the fifteenth day of the third month following the Participant’s first taxable year in which the bonus payment is no longer subject to a substantial risk of forfeiture, or (b) the fifteenth day of the third month following the Company’s first taxable year in which the bonus payment is no longer subject to a substantial risk of forfeiture.

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6. PLAN GUIDELINES

The Committee may from time to time in its sole discretion adopt guidelines (the “Plan Guidelines”) relating to the administration of the Plan and/or the determination and payment of bonuses hereunder. The Committee may modify, suspend, terminate or supersede the Plan Guidelines at any time in its sole discretion. Any and all Plan Guidelines adopted by the Committee shall be subject to the terms and conditions of the Plan.

7. AMENDMENT, SUSPENSION AND TERMINATION

The Company may amend, suspend or terminate the Plan at any time in its sole discretion. Any amendments to the Plan shall require stockholder approval only to the extent required by Section 162(m) of the Code or other applicable law, rule or regulation.

8. MISCELLANEOUS

(a) The Company shall deduct all federal, state, and local taxes required by law or Company policy from any bonus paid hereunder.

(b) In no event shall the Company be obligated to pay to any Participant a bonus for any period by reason of the Company’s payment of a bonus to such Participant in any other period, or by reason of the Company’s payment of a bonus to any other Participant or Participants in such period or in any other period. Nothing contained in this Plan shall confer upon any person any claim or right to any payments hereunder. Such payments shall be made at the sole discretion of the Committee.

(c) Nothing contained in this Plan shall confer upon any Participant any right to continue in the employ of the Company, or shall interfere with or restrict in any way the right of the Company, which is hereby expressly reserved, to discharge any Participant at any time for any reason whatsoever, with or without cause.

(d) The Plan shall be unfunded. Amounts payable under the Plan are not and will not be transferred into a trust or otherwise set aside. The Company shall not be required to establish any special or separate fund or to make any other segregation of assets to assure the payment of any bonus under the Plan. Any accounts under the Plan are for bookkeeping purposes only and do not represent a claim against the specific assets of the Company.

(e) No award granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated. All rights with respect to an award granted to a Participant under the Plan shall be available during his or her lifetime only to the Participant.

(f) The Plan shall be construed, interpreted and the rights of the parties determined in accordance with the laws of the State of California.

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EX-10.9

Exhibit 10.9

PURCHASE AND SALE AGREEMENT

AND JOINT ESCROW INSTRUCTIONS

CNLRS ROCKWALL, L.P.,

A TEXAS LIMITED PARTNERSHIP

“SELLER”

AND

EXCEL TRUST, L.P.,

A DELAWARE LIMITED PARTNERSHIP

“BUYER”

MAY 6, 2010

TABLE OF CONTENTS

		Page
ARTICLE 1	CERTAIN DEFINITIONS	1
ARTICLE 2	PURCHASE, PURCHASE PRICE AND PAYMENT	8
ARTICLE 3	ESCROW	11
ARTICLE 4	INVESTIGATION PERIOD; VOLUNTARY TERMINATION; TITLE	12
ARTICLE 5	PRE-CLOSING OBLIGATIONS OF SELLER and BUYER	18
ARTICLE 6	SELLER’S DELIVERIES	21
ARTICLE 7	BUYER’S DELIVERIES	22
ARTICLE 8	CONDITIONS TO CLOSING; CLOSING; AND TERMINATION UPON DEFAULT	23
ARTICLE 9	REPRESENTATIONS AND WARRANTIES OF SELLER	29
ARTICLE 10	REPRESENTATIONS AND WARRANTIES OF BUYER	31
ARTICLE 11	COSTS, EXPENSES AND PRORATIONS	32
ARTICLE 12	ACTIONS TO BE TAKEN AT THE CLOSING	35
ARTICLE 13	BROKERS	36
ARTICLE 14	MISCELLANEOUS	36

EXHIBITS

Exhibit “A”	Legal Description of Land
Exhibit “B”	Seller’s Deed
Exhibit “C”	Bill of Sale
Exhibit “D”	Certificate of Non-Foreign Status
Exhibit “E”	Assignment and Assumption of Leases and Security Deposits
Exhibit “F”	Assignment and Assumption of Contracts
Exhibit “G”	Assignment of Permits, Entitlements and Intangible Property
Exhibit “H”	General Provisions of Escrow
Exhibit “I”	Form of Tenant Estoppel Certificate
Exhibit “J”	Form of Landlord Estoppel Certificate
Exhibit “K”	Phase I of Shopping Center
Exhibit “L”	Phase II of Shopping Center
Exhibit “M”	Phase III of Shopping Center

SCHEDULES

1.0	List of Seller’s Deliveries
2.0	Environmental Disclosure Statement

PURCHASE AND SALE AGREEMENT

AND JOINT ESCROW INSTRUCTIONS

THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (“Agreement”) is made and entered into as of the 6th day of May, 2010, by and between CNLRS ROCKWALL, L.P., a Texas limited partnership (“Seller”), and EXCEL TRUST, L.P., a Delaware limited partnership (“Buyer”), each of whom shall sometimes separately be referred to herein as a “Party” and both of whom shall sometimes collectively referred to herein as the “Parties,” and constitutes: (a) a binding purchase and sale agreement between Seller and Buyer; and (b) joint escrow instructions to Escrow Agent whose consent appears at the end of this Agreement.

FOR GOOD AND VALUABLE CONSIDERATION RECEIVED, the Parties mutually agree as follows:

ARTICLE 1

CERTAIN DEFINITIONS

In addition to those terms defined elsewhere in this Agreement, the following terms have the meanings set forth below:

“Advances” shall have the meaning given to such term in Section 11.2(a)(ii) hereof.

“Agreement” shall mean this Purchase and Sale Agreement and Joint Escrow Instructions dated as of the 6th day of May, 2010, by and between Seller and Buyer, together with all Exhibits and Schedules attached hereto.

“Assignment and Assumption of Contracts” shall mean the Assignment and Assumption of Contracts, in the form of Exhibit “F,” attached hereto and incorporated herein by reference.

“Assignment and Assumption of Leases and Security Deposits” shall mean the Assignment and Assumption of Leases and Security Deposits, in the form of Exhibit “E,” attached hereto and incorporated herein by reference.

“Assignment of Permits, Entitlements and Intangible Property” shall mean the Assignment of Permits, Entitlements and Intangible Property, in the form of Exhibit “G,” attached and incorporated herein by reference.

“Assumed Contracts” shall have the meaning given to such term in Section 2.1(e) hereof.

“Bill of Sale” shall mean the Bill of Sale, in the form of Exhibit “C,” attached hereto and incorporated herein by reference.

“Books and Records” shall have the meaning given to such term in Section 2.1(g) hereof.

“Business Day” shall mean a Calendar Day, other than a Saturday, Sunday or a day observed as a legal holiday by the United States federal government or the state of Texas.

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“Buyer” shall mean Excel Trust, L.P., a Delaware limited partnership, its successors and permitted assigns.

“Buyer’s Election Not to Terminate” shall have the meaning given to such term in Section 4.3 hereof.

“Buyer’s Election to Terminate” shall have the meaning given to such term in Section 4.2 hereof.

“Buyer’s Exchange” shall have the meaning given to such term in Section 14.15 hereof.

“Calendar Day” shall mean any day of the week including a Business Day.

“Cash” shall mean legal tender of the United States of America represented by either: (a) currency; or (b) funds wire transferred or otherwise deposited into Escrow Agent’s account at Escrow Agent’s direction.

“Certificate of Non-Foreign Status” shall mean that certain Certificate of Non-Foreign Status, in the form of Exhibit “D,” attached hereto and incorporated herein by reference.

“Closing” shall have the meaning given to such term in Section 8.4 hereof.

“Closing Date” shall have the meaning given to such term in Section 8.4 hereof.

“Closing Deposit” shall have the meaning given to such term in Section 2.2(b) hereof.

“Code” shall mean the Internal Revenue Code of 1986, as amended, or corresponding provisions of subsequent federal revenues laws.

“Contracts” shall mean all written: (a) insurance, management, leasing, security, janitorial, cleaning, pest control, waste disposal, landscaping, advertising, service, maintenance, operating, repair, collective bargaining, employment, employee benefit, severance, franchise, licensing, supply, purchase, consulting, professional service, advertising, promotion, public relations and other contracts and commitments in any way relating to the Property or any part thereof, together with all supplements, amendments and modifications thereto; and (b) equipment leases and all rights and options of Seller thereunder, together with all supplements, amendments and modifications thereto. The term “Contracts shall specifically exclude the Leases.

“Cure Deadline” shall have the meaning given to such term in Section 4.1(c) hereof.

“Cure Election Deadline” shall have the meaning given to such term in Section 4.1(c) hereof.

“Delinquent Revenues” shall have the meaning given to such term in Section 11.2(a)(i) hereof.

“Deposit” shall mean the Initial Deposit

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“Effective Date” shall mean the later of the date this Agreement is executed by Buyer or the date this Agreement is executed by Seller, as such dates appear after each Party’s signature herein below.

“Environmental Laws” shall mean all present federal, state or local laws, ordinances, codes, statutes, regulations, administrative rules, policies and orders, and other authorities, which relate to the environment and/or which classify, regulate, impose liability, obligations, restrictions on ownership, occupancy, transferability or use of the Real Property, and/or list or define hazardous substances, materials, wastes, contaminants, pollutants and/or the Hazardous Materials including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. Section 9601, et seq., as now amended (“CERCLA”), the Resources Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., as now amended, the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., as now amended, the Clean Water Act, 33 U.S.C. Section 1251, et seq., as now amended, the Clear Air Act, 42 U.S.C. Section 7901, et seq., as now amended, the Toxic Substance Control Act, 15 U.S.C. Sections 2601 through 2629, as now amended, the Public Health Service Act, 42 U.S.C. Sections 300f through 300j, as now amended, the Safe Drinking Water Act, 42 U.S.C. Sections 300f through 300j, as now amended, the Occupational Safety and Health Act, 29 U.S.C. Section 651, et seq., as now amended, the Oil Pollution Act, 33 U.S.C. Section 2701, et seq., as now amended, the Emergency Planning and Community Right-to-Know Act, 42 U.S.C. Section 4321, et seq., as now amended, the Federal Insecticide, Fungicide and Rodenticide Act, 15 U.S.C. Section 136, et seq., as now amended, the Medical Waste Tracking Act, 42 U.S.C. Section 6992, as now amended, the Atomic Energy Act of 1985, 42 U.S.C. Section 3011, et seq., as now amended, and any similar federal, state or local laws and ordinances and the regulations now adopted, published and/or promulgated pursuant thereto and other state and federal laws relating to industrial hygiene, environmental protection or the use, analysis, generation, manufacture, storage, disposal or transportation of any Hazardous Materials.

“Escrow” shall have the meaning given to such term in Article 3 hereof.

“Escrow Agent” shall mean First American Title Insurance Company located at 135 Main Street, 12^th Floor, San Francisco, California 94105; Attn: Heather Kucala; Direct: (415) 837-2295; FAX: (415) 398-1750; E-mail: hkucala@firstam.com.

“Estoppel Certificate” shall mean any Landlord Estoppel Certificate or any Tenant Estoppel Certificate.

“Estoppel Cure Notice” shall have the meaning given to such term in Section 5.1(f)(i) hereof.

“Estoppel Delivery Deadline” shall mean ten (10) Business Days prior to the Closing Date.

“Estoppel Objection Matter” shall have the meaning given to such term in Section 5.1(h)(i) hereof.

“Estoppel Objection Notice” shall have the meaning given to such term in Section 5.1(h)(i) hereof.

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“General Provisions” shall have the meaning given to such term in Article 3 hereof.

“Hazardous Materials” shall mean all hazardous wastes, toxic substances, pollutants, contaminants, radioactive materials, flammable explosives, other such materials, including, without limitation, substances defined as “hazardous substances,” ”hazardous wastes,” “hazardous materials,” “toxic substances,” “toxic pollutants,” “petroleum substances,” or “infectious waste” in any applicable laws or regulations including, without limitation, the Environmental Laws, and any such other substances, materials and wastes which are regulated by reason of actual or threatened risk of toxicity causing injury or illness, under any Environmental Laws or other applicable federal, state or local law, statute, ordinance or regulation, or which are classified as hazardous or toxic under current federal, state or local laws or regulations.

“Independent Contract Consideration” shall have the meaning given to such term in Section 2.1 hereof.

“Improvements” shall mean all buildings, structures, fixtures, trade fixtures, systems, facilities, machinery, equipment and conduits that provide fire protection, security, heat, exhaust, ventilation, air conditioning, electrical power, light, plumbing, refrigeration, gas, sewer and water thereto (including all replacements or additions thereto) and other improvements now or hereafter located on the Land, including, but not limited to the Shopping Center, together with all water control systems, utility lines and related fixtures and improvements, drainage facilities, landscaping improvements, fencing, roadways and walkways, and all privileges, rights, easements, hereditaments and appurtenances thereto belonging. Notwithstanding anything to the contrary contained herein, the term “Improvements” shall specifically exclude all items owned by Tenants.

“Initial Deposit” shall have the meaning given to such term in Section 2.2(a) hereof.

“Intangible Property” shall have the meaning given to such term in Section 2.1(c) hereof.

“Investigation Period” shall have the meaning given to such term in Section 4.1 hereof.

“J.C. Penney” shall mean J.C. Penney Properties, Inc, a Delaware corporation.

“J.C. Penney Claims” shall have the meaning given to such term in Section 14.23 hereof.

“J.C. Penney Litigation” shall have the meaning given to such term in Section 14.23 hereof.

“Land” shall mean those certain parcels of real property consisting of approximately 30.82 acres of land in approximately the location depicted as “Phase I” on the site plan of the Shopping Center attached hereto as Exhibit “K” plus approximately 12.66 acres of additional land in approximately the location depicted as “Phase II” on the site plan of the Shopping Center attached hereto as Exhibit “L”, together located in the City of Rockwall, County of Rockwall, State of Texas, the legal descriptions of which are set forth on Exhibit “A,” attached hereto and incorporated herein by reference. Notwithstanding anything to the contrary contained herein, the term “Land” specifically excludes the property depicted as “Phase III” on the site plan of the Shopping Center attached hereto as Exhibit “M”.

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“Landlord Estoppel Certificate” shall have the meaning given to such term in Section 5.1(h) hereof.

“Leases” shall have the meaning given to such term in Section 2.1(d) hereof.

“Leasing Commissions” shall mean any and all commissions, finder’s fees or similar payments in connection with any Lease, including any options to extend, expand or renew.

“Material Condemnation Proceeding” shall have the meaning given to such term in Section 8.3(a) hereof.

“Material Loss” shall mean any damage, loss or destruction to any portion of the Real Property, the loss of which is equal to or greater than Five Hundred Thousand Dollars ($500,000) (measured by the cost of repair or replacement).

“Monetary Obligations” shall mean any and all liens, liabilities and encumbrances placed, or caused to be placed, of record against the Real Property evidencing a monetary obligation which can be removed by the payment of money, including, without limitation, delinquent real property taxes and assessments, deeds of trust, mortgages, mechanic’s liens, attachment liens, execution liens, tax liens and judgment liens. Notwithstanding the foregoing, the term “Monetary Obligations” shall not include and shall specifically exclude the liens, liabilities and encumbrances relating to the Permitted Title Exceptions and any matters caused by any act or omission of Buyer, or its agents or representatives.

“New Lease” shall have the meaning given to such term in Section 5.1(c) hereof.

“New Matters” shall have the meaning given to such term in Section 4.1(d) hereof.

“New Matters Cure Notice” shall have the meaning given to such term in Section 4.1(d) hereof.

“New Matters Notice” shall have the meaning given to such term in Section 4.1(d) hereof.

“New Matters Objections” shall have the meaning given to such term in Section 4.1(d) hereof.

“New Matters Objections Notice” shall have the meaning given to such term in Section 4.1(d) hereof.

“NNN” shall have the meaning given to such term in Section 14.23 hereof.

“NNN Indemnity” shall have the meaning given to such term in Section 14.23 hereof.

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“Non-Material Condemnation Proceeding” shall have the meaning given to such term in Section 8.3(b) hereof.

“Non-Material Loss” shall mean damage, loss or destruction to any portion of the Real Property, the loss of which is less than Five Hundred Thousand Dollars ($500,000) (measured by the cost of repair or replacement).

“Objection Matters” shall have the meaning given to such term in Section 4.1(c) hereof.

“Objection Notices” shall have the meaning given to such term in Section 4.1(c) hereof.

“OFAC” shall have the meaning given to such term in Section 9.18 hereof.

“Operating Expenses” shall have the meaning given to such term in Section 11.2(a)(ii) hereof.

“Party” or “Parties” shall have the meaning given to such terms in the Preamble of this Agreement.

“Permits and Entitlements” shall have the meaning given to such term in Section 2.1(f) hereof.

“Permitted Title Exceptions” shall have the meaning given to such term in Section 4.1(b) hereof.

“Person” shall mean any individual, corporation, partnership, limited liability company or other entity.

“Personal Property” shall have the meaning given to such term in Section 2.1(b) hereof.

“Phase I Environmental Report” shall have the meaning given to such term in Section 4.1(b) hereof.

“Preliminary Title Report” shall have the meaning given to such term in Section 4.1(b) hereof.

“Property” shall have the meaning given to such term in Section 2.1 hereof.

“Proposed New Lease” shall have the meaning given to such term in Section 5.1(c) hereof.

“Proration Date” shall have the meaning given to such term in Section 11.2(a) hereof.

“Purchase Price” shall have the meaning given to such term in Section 2.2 hereof.

“Real Property” shall have the meaning given to such term in Section 2.1(a) hereof.

“Required Tenants” shall have the meaning given to such term in Section 5.1(g) hereof.

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“Revenues” shall have the meaning given to such term in Section 11.2(a)(i) hereof.

“Security Deposits” shall mean the original amount of all refundable security deposits, advance rentals and other deposits and collateral deposited or paid by the Tenants pursuant to the Leases, whether in the form of cash, negotiable instruments, letters or credit or other forms of security.

“Seller” shall mean CNLRS ROCKWALL, L.P., a Texas limited partnership

“Seller’s Cure Election Notice” shall have the meaning given to such term in Section 4.1(c) hereof.

“Seller’s Deed” shall mean the Special Warranty Deed in the form of Exhibit “B,” attached hereto and incorporated herein by reference.

“Seller’s Deliveries” shall have the meaning given to such term in Section 4.1(a) hereof.

“Seller’s Exchange” shall have the meaning given to such term in Section 14.14 hereof.

“Seller’s Knowledge and Belief” means the actual knowledge of Paul Bayer, Executive Vice President of CNLRS Equity Ventures Rockwall, Inc., which is Managing General Partner of Seller.

“Shopping Center” shall mean the Plaza at Rockwall Shopping Center consisting of approximately Three Hundred Thirty Four Thousand Twenty Seven (334,027) net rentable square feet located at the southwest corner of I-30 & FM 205, on the I-30 frontage road in Rockwall, Texas, together with all related facilities and improvements, located on the Land. Notwithstanding the foregoing to the contrary, the term “Shopping Center” shall specifically exclude Phase III of the Shopping Center depicted on Exhibit M and shall specifically exclude all items owned by Tenants.

“Survey” shall have the meaning given to such term in Schedule 1.0 hereof.

“Taxes” shall have the meaning given to such term in Section 11.2(a)(iii) hereof.

“Tenant Estoppel Certificates” shall have the meaning given to such term in Section 5.1(h) hereof.

“Tenant Inducement Costs” shall mean: (a) any out-of-pocket payments required under a Lease to be paid by the landlord thereunder to or for the benefit of the tenant thereunder which is in the nature of a tenant inducement, including specifically, without limitation, tenant improvement costs, lease buyout costs, moving, design and refurbishment allowances and reimbursements and reasonable attorney’s fees and disbursements incurred in connection with the preparation and negotiation of the applicable Lease; and (b) any economic concessions granted to a Tenant under a Lease which shall continue to benefit a Tenant after the Closing Date, including, without limitation, rent holidays, free rent periods, reduced rent periods, rent accrual and deferment periods and similar economic concessions.

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“Tenants” shall mean those Persons renting or occupying space in the Real Property under the Leases.

“Title Insurer” shall mean First American Title Insurance Company located at 135 Main Street, 12^th Floor, San Francisco, California 94105; Attn: Heather Kucala; Direct: (415) 837-2295; FAX: (415) 398-1750 working in cooperation with Republic Title of Fort Worth located at Bank One Building 420 Throckmorton, Suite 640, Fort Worth, Texas 76102, Attn: Janet Ceron.

“Title Policy” shall have the meaning given to such term in Section 8.1(c) hereof.

“TLTA” shall mean Texas Land Title Association.

“TLTA Standard Coverage Policy” shall mean a Texas Land Title Association Owner’s Policy of Title Insurance with Standard Coverage (TLTA Form 2006).

“TLTA Title Policy Costs” shall mean the cost of obtaining the TLTA Standard Coverage Policy.

“Transaction Documents” shall mean Seller’s Deed, the Bill of Sale, the Certificate of Non-Foreign Status, the Assignment and Assumption of Leases and Security Deposits, the Assignment and Assumption of Contracts, the Assignment of Permits, Entitlements and Intangible Property and all other instruments or agreements to be executed and delivered pursuant to this Agreement or any of the foregoing.

“Updated Survey” shall have the meaning given to such term in Section 4.2(b) hereof.

“Utilities” shall have the meaning given to such term in Section 9.17 hereof.

“Woodmont” shall have the meaning given to such term in Section 14.23 hereof.

“Woodmont Indemnity” shall have the meaning given to such term in Section 14.23 hereof.

ARTICLE 2

PURCHASE, PURCHASE PRICE AND PAYMENT

Section 2.1 Purchase and Sale of Property. On the date of this Agreement, Buyer has delivered to Seller the amount of ONE HUNDRED AND 00/100 DOLLARS ($100.00) (the “Independent Contract Consideration”) which amount has been bargained for and agreed to as consideration for the Investigation Period given to Buyer hereunder, and as consideration for Seller’s execution and delivery of this Agreement. The Independent Contract Consideration is in addition to and independent of all other consideration provided in this Agreement, and is non-refundable in all events. Subject to the terms and conditions set forth in this Agreement, on the Closing, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase from Seller, all of the following property (collectively, the “Property”):

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(a) Real Property. The Land and the Improvements, together with all of Seller’s right, title and interest in, to and under: (i) all easements, rights-of-way, development rights, entitlements, air rights and appurtenances relating or appertaining to the Land and/or the Improvements; (ii) all water wells, streams, creeks, ponds, lakes, detention basins and other bodies of water in, on or under the Land, whether such rights are riparian, appropriative, prospective or otherwise, and all other water rights applicable to the Land and/or the Improvements; (iii) all sewer, septic and waste disposal rights and interests applicable or appurtenant to or used in connection with the Land and/or the Improvements; and (iv) all streets, roads, alleys or other public ways adjoining or serving the Land, including any land lying in the bed of any street, road, alley or other public way, open or proposed, and any strips, gaps, gores, culverts and rights of way adjoining or serving the Land, free and clear of any and all liens, liabilities, encumbrances, exceptions and claims, other than the Permitted Title Exceptions (collectively, the “Real Property”). Notwithstanding the foregoing to the contrary, the term “Real Property” shall specifically exclude (i) Phase III of the Shopping Center, (ii) all items owned by Tenants, and (iii) all of Seller’s right title and interest in all minerals, oil, gas and other hydrocarbons located in, on or under the Land; provided, however, Seller hereby waives and relinquishes any use of the surface of the Real Property for exploration and/or removal of oil, gas and/or other hydrocarbon substances and will not in any way disturb the surface of the Real Property or Buyer’s use thereof.

(b) Personal Property. All equipment, facilities, machinery, tools, appliances, fixtures, furnishings, furniture, paintings, sculptures, art, inventories, supplies, computer equipment and systems, telephone equipment and systems, satellite dishes and related equipment and systems, security equipment and systems, fire prevention equipment and systems, fire prevention equipment and systems, and all other items of tangible personal property owned by Seller and located on or about the Real Property or used in conjunction therewith, free and clear of any and all liens, liabilities, encumbrances, exceptions and claims, other than the Assumed Contracts (collectively, the “Personal Property”).

(c) Intangible Property. All intangible personal property not otherwise described in this Section 2.1 and relating to the Property or the business of owning, operating, maintaining and/or managing the Property, including, without limitation: (i) all warranties, guarantees and bonds from third parties, including, without limitation, contractors, subcontractors, materialmen, suppliers, manufacturers, vendors and distributors; (ii) all deposits, reimbursement rights, refund rights, receivables and other similar rights from any governmental or quasi-governmental agency; (iii) all liens and security interests in favor of Seller, together with any instruments or documents evidencing same; (iv) all goodwill relating to the business of owning, operating, maintaining and managing the Property; (v) all trade names, trademarks, service marks and logos used in conjunction with the ownership, operation and management of the Property, including, without limitation, the trade name “Plaza at Rockwall” and any and all derivatives and forms thereof, together with all trademarks, service marks and logos of “Plaza at Rockwall,” whether or not registered, and all trademark, service mark, fictitious business name and other intellectual property registrations or filings with regard to the foregoing; (vi) all advertising campaigns and marketing or promotional materials relating to the Property; and (vii) all artwork, photographs and other intellectual property utilized in conjunction with the ownership, operation and/or management of the Property, free and clear of any and all liens, liabilities, encumbrances, exceptions and claims (collectively, the “Intangible Property”).

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(d) Leases and Security Deposits. All leases in effect or in process on the Closing with respect to the Real Property, including any New Leases, together with any amendments, guarantees and other agreements relating thereto, all rentals, deposits, receivables (except any amount received by Seller with regard to Seller’s contest of 2009 Taxes as provided herein or for any such amount received by Seller or Buyer regarding Seller’s contest of 2010 Taxes which apply to a period of time prior to the Closing Date), reimbursements and other similar items payable by Tenants under the Leases, together with all Tenant files in Seller’s possession and/or control with respect to the Leases, and all claims, demands, causes of action and other rights against Tenants and all guarantors of the Leases (collectively, the “Leases”), together with all of Seller’s right, title and interest in and to all Security Deposits and other collateral relating to the Leases.

(e) Assumed Contracts. All contracts, leases and agreements relating to the business, management and operations of the Property which Buyer has expressly agreed to assume in writing upon the Closing pursuant to a written notice by Buyer delivered to Seller prior to the expiration of the Investigation Period (collectively, the “Assumed Contracts”). In the event Buyer fails to deliver to Seller Buyer’s written election to assume one or more of the Contracts pursuant to this Section 2.1(e), such failure shall be deemed to constitute Buyer’s election not to assume any of the Contracts.

(f) Permits and Entitlements. All of Seller’s right, title and interest in, to and under: (i) all permits, licenses, certificates of occupancy, approvals, authorizations and orders obtained from any governmental authority and relating to the Real Property or the business of owning, maintaining and/or managing the Real Property, including, without limitation, all land use entitlements, development rights, density allocations, certificates of occupancy, sewer hook-up rights and all other rights or approvals relating to or authorizing the ownership, operation, management and/or development of the Real Property; (ii) all preliminary, proposed and final drawings, renderings, blueprints, plans and specifications (including “as-built” plans and specifications), and tenant improvement plans and specifications for the Improvements (including “as-built” tenant improvement plans and specifications; (iii) all maps and surveys for any portion of the Real Property; (iv) all items constituting the Seller’s Deliveries; and (v) any and all other items of the same or similar nature pertaining to the Real Property, and all changes, additions, substitutions and replacements for any of the foregoing, free and clear of any and all liens, liabilities, encumbrances, exceptions and claims (collectively the “Permits and Entitlements”).

(g) Books and Records. All books and records relating to the business of owning, operating, maintaining and/or managing the Property, including, without limitation, all accounting, financial, tax, employment, sales and other records related to the Shopping Center; provided, however, excluding any books and records relating to the organizational partnership documents of Seller or the financial statements relating to such partnership (collectively the “Books and Records”).

(h) Phase III of the Shopping Center. Notwithstanding anything to the contrary contained herein, the Property shall not include Phase III of the Shopping Center or any of the foregoing items to the extent they relate to or are applicable to Phase III of the Shopping Center.

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Section 2.2 Purchase Price. The purchase price for the Property (“Purchase Price”) shall be the sum of Forty Million Seven Hundred Fifty Thousand Dollars ($40,750,000). Buyer shall pay the Purchase Price to Seller by paying the Purchase Price in cash in accordance with the following terms and conditions:

(a) Initial Deposit. Within two (2) Business Days after Buyer delivers Buyer’s Election Not to Terminate to Seller, Buyer shall deposit into Escrow the sum of Fifty Thousand Dollars ($50,000), in the form of Cash, which amount shall serve as an earnest money deposit (“Initial Deposit”). Buyer may direct Escrow Agent to invest the Initial Deposit in one or more interest bearing accounts with a federally insured state or national bank located in California, designated by Buyer and approved by Escrow Agent. Buyer agrees that the risk of loss with respect to the Initial Deposit shall be with Buyer according to the terms and conditions of this Agreement. Subject to the applicable termination and default provisions contained in this Agreement: (i) the Initial Deposit shall remain in Escrow prior to the Closing; (ii) upon the Closing, the Initial Deposit shall be applied as a credit towards the payment of the Purchase Price; and (iii) all interest that accrues on the Initial Deposit while in Escrow Agent’s control shall belong to Buyer. Buyer shall complete, execute and deliver to Escrow Agent a W-9 Form, stating Buyer’s taxpayer identification number at the time of delivery of the Initial Deposit. All references in this Agreement to the “Initial Deposit” shall mean the Initial Deposit and any and all interest that accrues thereon while in Escrow Agent’s control.

(b) Closing Deposit. The Purchase Price, less the Initial Deposit shall be paid by Buyer to Escrow Agent in cash by wire transfer and distributed by Escrow Agent to Seller at the Closing, subject to and in accordance with the terms and conditions set forth in this Agreement (the “Closing Deposit”).

(c) Survival. The provisions of this Article 2 shall survive the Closing.

ARTICLE 3

ESCROW

Within three (3) Business Days following the Effective Date, Seller and Buyer shall open an escrow (“Escrow”) with Escrow Agent by Seller and Buyer delivering to Escrow Agent fully executed counterpart originals of this Agreement and fully executed counterpart originals of Escrow Agent’s general provisions, which are attached hereto as Exhibit “H” (“General Provisions”). The date of such delivery shall constitute the opening of Escrow and upon such delivery, this Agreement shall constitute joint escrow instructions to Escrow Agent, which joint escrow instructions shall supersede all prior escrow instructions related to the Escrow, if any. Additionally, Seller and Buyer hereby agree to promptly execute and deliver to Escrow Agent any additional or supplementary escrow instructions as may be necessary or convenient to consummate the transactions contemplated by this Agreement provided, however, that neither the General Provisions nor any such additional or supplemental escrow instructions shall supersede this Agreement, and in all cases this Agreement shall control, unless the General Provisions or such additional or supplemental escrow instructions expressly provide otherwise.

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ARTICLE 4

INVESTIGATION PERIOD; VOLUNTARY TERMINATION; TITLE

Section 4.1 Investigation Period. During the time period commencing upon the Effective Date of this Agreement, and terminating at 11:59 p.m. on May 21, 2010, Buyer shall have the right to conduct and complete an investigation of all matters pertaining to the Property and Buyer’s purchase thereof including, without limitation, the matters described in this Section 4.1.

(a) Seller’s Deliveries. Within five (5) Calendar Days following the Effective Date of this Agreement, Seller, at Seller’s expense, shall cause to be delivered, to Buyer, true, correct and complete copies of all documents, agreements and other information relating to the Property in Seller’s possession as listed on Schedule “1.0,” attached hereto and incorporated herein by reference and as set forth in Section 4.1(b) below (collectively, the “Seller’s Deliveries”). Seller will promptly deliver to Buyer supplements and/or updates of Seller’s Deliveries to the extent such items are received by Seller prior to Closing. During the Investigation Period, Buyer shall have the right to conduct and complete an investigation of all matters pertaining to Seller’s Deliveries and all other matters pertaining to the Property and Buyer’s acquisition thereof. In this regard, Buyer shall have the right to contact the Tenants, governmental agencies and officials and other parties and make reasonable inquiries concerning Seller’s Deliveries and any and all other matters pertaining to the Property. Seller agrees to reasonably cooperate with Buyer in connection with its investigation of Seller’s Deliveries and all other matters pertaining to the Property at no cost or expense to Seller; provided, however, that Seller shall be obligated to pay for the costs of copying and the delivery to Buyer of the Seller Deliveries and for Seller’s costs relating to Seller’s time and overhead including, but not limited to, Seller’s attorneys fees as it relates to any communications of Seller whether written, oral or otherwise to Buyer or its agents relating to Buyer’s investigation of the Property.

(b) Preliminary Title Report/Survey. Within fifteen (15) Calendar Days following the Effective Date, Seller shall cause to be delivered to Buyer a current preliminary title report dated no earlier than the Effective Date covering the Real Property, together with copies of all documents referred to as exceptions therein (“Preliminary Title Report”), issued by Title Insurer. In addition, prior to the expiration of the Investigation Period, Buyer, at Buyer’s sole cost and expense, shall have the right to elect to obtain: (x) a current “as-built” ALTA/ACSM survey of the Real Property dated no earlier than the Effective Date prepared by Seller’s or Buyer’s surveyor according to Buyer’s standards (“Updated Survey”); and (y) an updated phase I environmental audit and architectural and engineering report dated no earlier than the Effective Date prepared according by ADR Environmental Group, Inc. based out of Sacramento, CA according to Buyer’s standards (“Phase I Environmental Report”).

Fee title to the Real Property shall be conveyed by Seller to Buyer subject only to the following exceptions to title (collectively, the “Permitted Title Exceptions”):

(i) Non-delinquent real and personal property taxes and assessments;

(ii) Any matters set forth in the Preliminary Title Report, the Survey and the Updated Survey that are approved by Buyer in accordance with the procedures and within the time periods set forth in Section 4.1(c) hereof;

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(iii) All New Matters approved in writing by Buyer pursuant to Section 4.1(d) hereof, to the extent such New Matters relate to fee title to the Real Property;

(iv) Any lien voluntarily imposed by Buyer.

(c) Objection Matters.

(i) Objection Notice. If Buyer is not satisfied with any of Seller’s Deliveries or its review thereof or if Buyer is not satisfied with any of its due diligence investigation of the Property or any portion thereof, Buyer may give Seller one or more written notices (each, an “Objection Notice”) at any time prior to the expiration of the Investigation Period. Each Objection Notice shall list each item of dissatisfaction or objection (each, an “Objection Matter,” and, collectively, the “Objection Matters”).

(ii) Seller’s Cure Election Notice. If Buyer provides to Seller one or more Objection Notices, Seller shall deliver to Buyer written notice (“Seller’s Cure Election Notice”) within five (5) Calendar Days after the expiration of the Investigation Period (the “Cure Election Deadline”), of Seller’s election to cure or not cure each of the Objection Matters. Seller shall not be obligated to elect to cure any Objection Matters, other than Monetary Obligations which Seller is obligated to remove; provided, however, in no event shall Seller be obligated to remove any Monetary Obligations that Title Insurer has agreed will not be listed as exceptions to Buyer’s Title Policy and that the Title Policy specifically insures Buyer over. The failure of Seller to timely deliver Seller’s Cure Election Notice on or before the Cure Election Deadline (having received one or more Objection Notices from Buyer prior to the expiration of the Investigation Period) shall be deemed to be an election by Seller to not cure all of the Objection Matters. If Seller timely elects (or is deemed to have elected) not to cure one or more of the Objection Matters, then Seller shall not be in default under this Agreement (except to the extent such Objection Matters constitute Monetary Obligations that Seller is obligated to remove) and, in such a case, Buyer may exercise either of the following options within three (3) Business Days after Buyer’s receipt of Seller’s Cure Election Notice: (A) continue this Agreement in effect without modification pursuant to the provisions of Section 4.3(b) hereof and purchase the Property in accordance with the terms and conditions of this Agreement, subject to the Objection Matters which Seller has elected not to cure (which will be deemed to constitute “Permitted Title Exceptions”), except to the extent such Objection Matters constitute Monetary Obligations which Seller is obligated to remove; or (B) terminate this Agreement and the Escrow pursuant to the provisions of Section 4.2 hereof.

(iii) Cure of Objection Matters. If Seller timely elects to cure one or more of the Objection Matters, Seller shall have until seven (7) Business Days immediately preceding the Closing Date (such period being referred to as, the “Cure Deadline”) to complete its cure of such Objection Matters, and Seller shall pay all costs associated with such cure of the Objection Matters. If Seller fails to timely cure an Objection Matter that Seller has elected to cure on or before the Cure Deadline, then Seller shall be in default under this Agreement and, in such a case, Buyer may exercise either of the following options on or before the Closing Date: (1) continue this Agreement in effect without modification pursuant to the provisions of Section 4.3(c) hereof and purchase the Property in accordance with the terms and conditions of this Agreement, subject to such Objection Matters which Seller failed to timely cure (which will be

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deemed to constitute “Permitted Title Exceptions”), except to the extent such Objection Matters constitute Monetary Obligations which Seller is obligated to remove; or (2) terminate this Agreement and the Escrow pursuant to the provisions of Section 8.5(a) hereof, unless such Objection Matters are the result of a breach by Seller of one or more of the provisions of Section 5.1 hereof, in which case the provisions of Section 8.6(a) hereof shall govern.

(d) New Matters.

(i) New Matters Notice. In the event that prior to the Closing, (A) any new title exceptions are discovered or revealed, which new title exceptions were not otherwise set forth or referred to in the Preliminary Title Report, and which are not the result of an act or omission of Buyer, or its agents or representatives; or (B) any item which was included as part of Seller’s Deliveries that Seller delivered to Buyer according to Seller’s obligations according to the terms and conditions of this Agreement is subsequently modified, supplemented or amended (all together the “New Matters”), then Seller shall upon becoming aware of any such New Matters deliver written notice to Buyer disclosing the existence of such New Matters (the “New Matters Notice”), together with copies of all documents, agreements, items or instruments relating thereto.

(ii) New Matters Objection Notice. If Buyer is not satisfied with one or more of the New Matters disclosed in Seller’s New Matters Notice, Buyer may give Seller written notice (the “New Matters Objections Notice”) within five (5) Business Days after the date of Buyer’s receipt of such New Matters Notice. In the event Buyer fails to timely object to a New Matter, such New Matter shall be deemed to constitute a “Permitted Title Exception” to the extent such New Matter relates to fee title to the Real Property, except to the extent such New Matters are Monetary Obligations which Seller is obligated to remove. Each New Matters Objection Notice shall list each item of dissatisfaction or objection with respect to such New Matters (collectively, the “New Matters Objections”).

(iii) New Matters Cure Notice. Seller shall have the right, but not the obligation to elect to cure, at Seller’s sole cost and expense, one or more of the New Matters Objections by delivering written notice of such election to Buyer within two (2) Business Days of Seller’s receipt of a New Matters Objections Notice (the “New Matters Cure Notice”). The failure of Seller to timely make an election to cure or not cure the New Matters Objections shall be deemed to be an election by Seller not to cure all of the New Matters Objections. In the event Seller timely elects (or is deemed to have elected) not to cure one or more of the New Matters Objections then Buyer may, within three (3) Business Days after Buyer’s receipt of Seller’s New Matters Cure Notice, elect to either: (A) continue this Agreement in effect without modification and purchase and acquire the Property in accordance with the terms and conditions of this Agreement, subject to the New Matters which Seller has elected not to cure (which will be deemed to constitute “Permitted Title Exceptions” to the extent such New Matters relate to fee title to the Real Property), except to the extent such New Matters constitute Monetary Obligations which Seller is obligated to remove; or (B) terminate this Agreement and the Escrow pursuant to the provisions of Section 8.5(a) hereof, unless such New Matter is the result of a breach by Seller of one or more of the provisions of Section 5.1 hereof, in which case the provisions of Section 8.6(a) hereof shall govern.

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(iv) Cure of New Matters Objections. If Seller timely elects to cure one or more of the New Matters Objections, Seller shall have until the last Business Day immediately preceding the Closing Date to cure such New Matters Objections to Buyer’s reasonable satisfaction, provided, however, if one or more of such New Matters Objections cannot reasonably be cured on or before the last Business Day immediately preceding the Closing Date, then Seller shall have the right to extend the Closing Date for ten (10) Business Days in order to effectuate such cure. In such a case, all references in this Agreement to the “Closing Date” shall mean the Closing Date, as the same may be extended pursuant to this Section 4.1(d) hereof. If Seller fails to timely cure one or more of the New Matters Objections that Seller has elected to cure, then Buyer may, at any time on or before the Closing Date, elect to either: (A) continue this Agreement in effect without modification and purchase and acquire the Property in accordance with the terms and conditions of this Agreement, subject to the New Matters Seller failed to timely cure (which will be deemed to constitute “Permitted Title Exceptions” to the extent such New Matters relate to fee title to the Real Property), except to the extent such New Matters constitute Monetary Obligations which Seller is obligated to remove; or (B) terminate this Agreement and the Escrow pursuant to the provisions of Section 8.5(a) hereof, unless such New Matter is the result of a breach by Seller of one or more of the provisions of Section 5.1 hereof, in which case the provisions of Section 8.6(a) hereof shall govern. Notwithstanding any provision in this Agreement to the contrary, in no event shall the term “Permitted Title Exceptions” include any Monetary Obligation that Seller is obligated to remove and Seller hereby agrees to and shall remove all such Monetary Obligations on or before the Closing.

(e) Physical Inspection. Subject to the limitations set forth in this Section 4.1(d), during the Investigation Period, Buyer shall have the right, at Buyer’s expense, to make non-invasive inspections (including tests, surveys and other studies) of the Real Property and all matters relating thereto, including, but not limited to, soils and geologic conditions, location of property lines, utility availability and use restrictions, environmental conditions, the manner or quality of the construction of the Improvements, the habitability, merchantability, marketability, profitability or fitness for a particular purpose of the Real Property, the effect of applicable planning, zoning and subdivision statutes, ordinances, regulations, restrictions and permits, the character and amount of any fees or charges that must be paid to further develop, improve and/or occupy the Real Property and all other matters relating to the Real Property. During the Investigation Period, subject to the provisions of the Leases, Buyer and its agents, contractors and subcontractors shall have the right to enter upon the Real Property, at reasonable times during ordinary business hours, to make inspections and tests as Buyer deems reasonably necessary and which may be accomplished without causing any damage to the Real Property. Buyer shall not materially interfere with any Tenant, occupant or invitee of the Real Property in making such inspections or tests, and shall return and restore the Property to its original condition prior to such inspections or tests. Buyer shall not violate the provisions of any of the Leases and shall not permit any liens or encumbrances to be placed against the Real Property in connection with Buyer’s investigation and inspection of the Real Property and/or in connection with Buyer’s activities on the Real Property. Buyer shall also provide evidence to Seller that Buyer carries liability insurance insuring Buyer’s physical inspection of the Property in an amount of at least One Million Dollars ($1,000,000). Buyer agrees to indemnify, defend and hold Seller harmless from any and all loss and expense (including, without limitation, attorney’s fees) resulting from claims and damages (including, but not limited to, injury to, or death of persons, loss or damage

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to property, the performance of any labor or services for Buyer, or the release, escape, discharge, emission, spillage, seepage or leakage by Buyer on or from the Property of any hazardous substance or any other violation by Buyer of any environmental law) caused by, arising out of, or incurred in connection with the exercise by Buyer of Buyer’s rights under this section; provided, however, except for any matters caused by Seller’s negligence and damage, loss or potential loss caused by the discovery of an existing condition. Any provision of this Agreement to the contrary notwithstanding, the indemnification obligation of Buyer under this section shall survive the Closing or any earlier termination of this Agreement.

(f) Investigation of Permits and Entitlements, Contracts, Leases, Intangible Property, Personal Property and Other Property. During the Investigation Period, Buyer shall have the right, at Buyer’s expense, to conduct and complete an investigation of all matters pertaining to the Permits and Entitlements, Contracts, Leases, Intangible Property, Personal Property and all other items of Property and Buyer’s acquisition thereof. In this regard, at all times prior to the Closing, Buyer shall have the right (after reasonable prior notice to Seller before Buyer may contact Tenants), to contact governmental officials and other parties and make reasonable inquiries concerning the Permits and Entitlements, Contracts, Leases, Intangible Property, Personal Property and all other items of Property, and Buyer shall have no liability whatsoever arising from its investigation. Seller agrees to reasonably cooperate with Buyer in connection with its investigation of the Permits and Entitlements, Contracts, Leases, Intangible Property, Personal Property and all other matters pertaining thereto; provided, however, that Seller shall be obligated to pay for the costs of copying and the delivery to Buyer of the Seller Deliveries and for Seller’s costs relating to Seller’s time and overhead including, but not limited to, Seller’s attorneys fees as it relates to any communications of Seller whether written, oral or otherwise to Buyer or its agents relating to Buyer’s investigation of the Property.

In the event Buyer disapproves or finds unacceptable, in Buyer’s sole and absolute discretion, any matters reviewed by Buyer during the Investigation Period, Buyer may elect to terminate this Agreement and the Escrow pursuant to the provisions of Section 4.2 hereof.

Section 4.2 Election to Terminate. In the event Buyer desires to terminate this Agreement and the Escrow for any reason or for no reason whatsoever, Buyer may elect to terminate this Agreement and the Escrow at any time: (a) by giving Seller written notice of Buyer’s election to terminate (“Buyer’s Election to Terminate”), not later than 11:59 p.m. on the date of expiration of the Investigation Period; (b) if Buyer shall have delivered to Seller one or more Objection Notices prior to the expiration of the Investigation Period and Seller timely elects (pursuant to Seller’s Cure Election Notice) not to cure one or more of such Objection Matters, then Buyer may terminate this Agreement by giving Seller written notice of Buyer’s Election to Terminate not later than 11:59 p.m. on the date that is five (5) Calendar Days after the expiration of the Cure Election Deadline; or (c) if Buyer shall have given one or more Objection Notices prior to the expiration of the Investigation Period and Seller elects to cure such Objection Matters, if Seller fails to cure to the satisfaction of Buyer the Objection Matters within the Cure Deadline, then Buyer may terminate this Agreement by giving Seller written notice of Buyer’s Election to Terminate not later than 11:59 p.m. on or before the date that is five (5) Calendar Days after the expiration of the Cure Deadline; or (d) if Buyer shall have delivered to Seller one or more New Matters Objections Notice within the time period provided for in Section 4.1(d)(ii) of this Agreement and Seller timely elects (pursuant to Seller’s New Matters

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Cure Notice) (or is deemed to have elected) not to cure one or more of such New Matters Objections, then Buyer may terminate this Agreement by giving Seller written notice of Buyer’s Election to Terminate not later than 11:59 p.m. on the date that is five (5) Calendar Days after Buyer’s receipt of Seller’s New Matters Cure Notice; or (e) if Buyer shall have given one or more New Matters Objections Notice within the time period provided for in Section 4.1(d)(ii) of this Agreement and Seller elects to cure such New Matters Objections, if Seller fails to cure to the satisfaction of Buyer the New Matters Objections within the time period provided for in Section 4.1(d)(iv) of this Agreement, then Buyer may terminate this Agreement by giving Seller written notice of Buyer’s Election to Terminate not later than 11:59 p.m. on or before the Closing Date; or (f) by failing to timely deliver to Seller Buyer’s Election Not to Terminate pursuant to Section 4.3 hereof, which failure shall be deemed to constitute Buyer’s Election to Terminate this Agreement and the Escrow pursuant to this Section 4.2.

Upon any election (including any deemed election) by Buyer to terminate this Agreement and the Escrow pursuant to this Section 4.2, this Agreement shall automatically terminate (other than those provisions which expressly provide that they survive any termination of this Agreement). Within two (2) Business Days after Buyer delivers Buyer’s Election to Terminate to Seller pursuant to this Section 4.2 (or within two (2) Business Days after Buyer is deemed to have elected to terminate this Agreement and the Escrow pursuant to this Section 4.2, as applicable), and without the need of any further authorization or consent from Seller, Escrow Agent shall cause to be paid to Buyer the Initial Deposit, together with all interest accrued thereon. Seller and Buyer shall execute such cancellation instructions as may be necessary to effectuate the cancellation of the Escrow, as may be required by Escrow Agent. Any escrow cancellation, title cancellation or other cancellation costs in connection therewith shall be borne by Seller.

Section 4.3 Election Not to Terminate. In the event Buyer desires not to terminate this Agreement and the Escrow, Buyer shall deliver written notice to Seller of Buyer’s election not to terminate this Agreement (“Buyer’s Election Not to Terminate”): (a) on or before 11:59 p.m. on the date of expiration of the Investigation Period; or (b) if Buyer shall have delivered one or more Objection Notices to Seller prior to the expiration of the Investigation Period and Seller elects not to cure all such Objection Matters, then Buyer may elect not to terminate this Agreement by delivering to Seller Buyer’s Election Not to Terminate on or before 11:59 p.m. on the date that is five (5) Calendar Days after the expiration of the Cure Election Deadline; or (c) if Buyer shall have given one or more Objection Notices prior to the expiration of the Investigation Period and Seller elects (or is deemed to have elected) to cure one or more of such Objection Matters, if Seller fails to cure to the satisfaction of Buyer such Objection Matters within the Cure Deadline, then Buyer may elect not to terminate this Agreement by delivering to Seller Buyer’s Election Not to Terminate on or before 11:59 p.m. on the date that is five (5) Calendar Days after the expiration of the Cure Deadline. Buyer’s Election Not to Terminate pursuant to Section 4.3(c) hereof shall be subject to Seller’s obligation to cure any Objection Matters or New Matters Objections which Seller has elected to endeavor to cure, if any, pursuant to Section 4.1(c) or Section 4.1(d) hereof as applicable and shall also be subject to the timely performance and satisfaction by Seller of all of the covenants, agreements and obligations of Seller pursuant to this Agreement.

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In the event Buyer fails to timely deliver to Seller Buyer’s Election Not to Terminate in accordance with the provisions of this Section 4.3, such failure shall be deemed to constitute Buyer’s Election to Terminate this Agreement in accordance with the terms and conditions of Section 4.2 hereof. In the event Buyer terminates this Agreement, Buyer shall return all Seller’s Deliveries to Seller and shall provide to Seller copies of all third party reports obtained by Buyer with respect to the Property.

ARTICLE 5

PRE-CLOSING OBLIGATIONS OF SELLER and BUYER

Section 5.1 Seller’s Pre-Closing Obligations. Seller hereby covenants and agrees as follows:

(a) Operations. During the time period commencing upon the Effective Date and terminating upon the Closing or the earlier termination of this Agreement, subject to the provisions of Section 8.3 hereof, Seller shall operate and manage the Real Property substantially in accordance with its customary practices.

(b) Maintenance. During the time period commencing upon the Effective Date and terminating upon the Closing or the earlier termination of this Agreement, subject to the provisions of Section 8.3 hereof, Seller shall maintain the Real Property in substantially its present condition, subject to normal wear and tear, and Seller shall not diminish the quality or quantity of maintenance and upkeep services heretofore provided to the Real Property.

(c) Leases. During the time period commencing upon the Effective Date and terminating upon the Closing or the earlier termination of this Agreement, subject to the provisions of Section 8.3 hereof, Seller shall administer and timely perform all of its obligations under the Leases, shall not commit any default under the Leases and shall use commercially reasonable efforts to cause any material default by any Tenant under the Leases to be cured prior to the expiration of the Investigation Period (but in no event later than the Closing Date). Furthermore, during the time period commencing upon five (5) days prior to the expiration of the Investigation Period and terminating on the Closing or the earlier termination of this Agreement, as applicable, Seller shall not renew, extend, amend or modify any of the Leases or enter into any new Lease (each, a “Proposed New Lease”), without the prior written consent of Buyer in each instance, which consent shall be given or withheld in Buyer’s sole discretion. In the event Seller desires to enter into a Proposed New Lease, Seller shall deliver to Buyer a copy of the Proposed New Lease for Buyer’s review in accordance with the provisions of this Section 5.1(c). Buyer shall have a period of five (5) Business Days following the receipt of such Proposed New Lease for Buyer to review and approve or disapprove of the same. Prior to the expiration of such five (5) Business Day period, Buyer shall deliver written notice to Seller advising Seller of Buyer’s approval or disapproval of such Proposed New Lease. In the event Buyer fails to timely deliver such written notice of approval or disapproval within such five (5) Business Day period, then Buyer shall be deemed to have disapproved such Proposed New Lease. All Proposed New Leases which are approved by Buyer pursuant to the provisions of this Section 5.1(c), and which are subsequently entered into and executed by Seller, shall be deemed to constitute a “New Lease” for purposes of this Agreement. All references in this Agreement to the “Leases” shall mean and include any New Leases entered into by Seller and approved by Buyer pursuant to this Section 5.1(c).

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(d) Notices/Violations. During the time period commencing upon the Effective Date of this Agreement and terminating on the Closing or the earlier termination of this Agreement, Seller shall promptly deliver to Buyer any and all notices and/or other written communications delivered to or received from: (i) any Tenant; (ii) any party under any of the Contracts; and/or (iii) any governmental authority. During the time period commencing upon the Effective Date of this Agreement and terminating on the Closing or the earlier termination of this Agreement, Seller shall, to the extent Seller becomes aware of the following, deliver to Buyer prompt notice of: (i) the occurrence of any inspections of the Property by any governmental authority; (ii) any actual default by a party to any Contract; (iii) any actual default by any party to any Lease; (iv) any written notices of violations of laws, ordinances, orders, directives, regulations or requirements issued by, filed by or served by any governmental agency against or affecting Seller or any part or aspect of the Property. Buyer hereby acknowledges that Seller has informed Buyer of the J.C. Penney Litigation.

(e) Assumed Contracts. During the time period commencing upon the Effective Date and terminating upon the Closing or the earlier termination of this Agreement, subject to the provisions of Section 8.3 hereof, Seller shall administer and timely perform all of its material obligations under the Contracts. Furthermore, during the time period commencing upon the date of delivery by Buyer to Seller of Buyer’s Election Not to Terminate pursuant to Section 4.3 hereof and terminating on the Closing or the earlier termination of this Agreement, as applicable, Seller shall not terminate, amend or modify any of the Assumed Contracts or enter into any new Contract, without the prior written consent of Buyer in each instance, which consent may be granted or withheld in Buyer’s sole discretion. Seller agrees that, except for the Assumed Contracts, prior to the Closing Seller shall be responsible for terminating all Contracts and other obligations (including, but not limited to, any and all management, listing and/or leasing agreements) relating to the maintenance, operation, management and leasing of the Property, and Seller shall be liable for any risks, costs and penalties related to such termination.

(f) Monetary Obligations. Seller shall pay and satisfy in full any and all Monetary Obligations on or before the Closing Date which the Title Insurer will not remove from Buyer’s title policy and that the Title Policy does not insure Buyer over.

(g) New Liens, Liabilities or Encumbrances. Seller shall not cause, grant or permit any new liens, liabilities, encumbrances or exception to title to the Property without the prior written consent of Buyer in each instance, which consent may be granted or denied in the sole and absolute discretion of Buyer.

(h) Required Estoppel Certificates. Seller shall use good faith efforts to deliver to Buyer by the Estoppel Delivery Deadline estoppel certificates from each of the Tenants (each, a “Tenant Estoppel Certificate”), which shall be effective no earlier than twenty (20) calendar days prior to the Closing Date. Seller agrees that each Tenant Estoppel Certificate shall contain substantially the same terms and be in substantially the same form and substance as the form of certificate attached hereto as Exhibit I and incorporated by reference herein; provided, however, that if (i) a form of estoppel certificate is attached to or otherwise prescribed in a

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particular lease document, or (ii) if the applicable Lease provides that a particular form of estoppel certificate be used, that such form shall be deemed to be acceptable to Buyer. Notwithstanding any terms and conditions of this Agreement to the contrary, if Seller has diligently used its good faith efforts to obtain each Tenant Estoppel Certificate, Seller, for any such Tenant which fails to deliver a Tenant Estoppel Certificate, shall, execute and deliver to Buyer by the Estoppel Delivery Deadline a landlord estoppel certificate (each, a “Landlord Estoppel Certificate”) in substantially the form and substance of Exhibit J attached hereto as modified to reflect the terms of the Leases and state of such Leases as of the date of the Landlord Estoppel Certificates effective as of the Estoppel Delivery Deadline; provided, that Seller shall have obtained a Tenant Estoppel Certificate from all of the Tenants of not less than the following (the “Required Tenants”): (a) Best Buy, Ulta, Staples, J.C. Penney, Dick’s Sporting Goods, Belk’s, Lane Bryant, Dress Barn and Maurice’s, provided, however, Seller shall not be obligated to provide a Tenant Estoppel Certificate to Buyer for Dress Barn and Maurice’s in the event Seller fails to send to Buyer fully executed lease agreements with Dress Barn and Maurice’s according to the terms and conditions set forth in Section 8.1(h) and Buyer elects not to terminate this Agreement as a result thereof; and (b) from all Tenants representing fifty percent (50%) of the remaining leased square footage of the Property. Buyer shall be obligated to proceed with Closing according to the terms and conditions of this Agreement only if Seller provides a Tenant Estoppel Certificate to Buyer within the time period provided for herein from the Required Tenants and a Landlord Estoppel Certificate for the Tenants leasing the balance of the remaining leased square footage of the Property. If Seller is not able to satisfy the foregoing Estoppel requirements, then Buyer may, in its sole and absolute discretion, elect to either (i) proceed with the Closing and waive the requirement for the delivery of any such Tenant Estoppel Certificate from such Tenants (but Seller shall nevertheless provide a Landlord Estoppel Certificate for all such Tenants); or (ii) on or before the Closing Date, terminate this Agreement in its entirety, then the provisions of Section 8.5(a) shall govern.

(i) Approval or Disapproval of Estoppel Certificates. Buyer shall have the right to approve or disapprove of the Estoppel Certificates which reflect the existence of any alleged “material” default by Seller or by the applicable Tenant under any particular lease; provided, however, Buyer shall not have the right to disapprove of the J.C. Penney Estoppel Certificate because of the J.C. Penney Litigation. As used in this Section 5.1(g)(i), the term “material” default shall mean a default involving a controversy or claim in excess of twenty five thousand dollars ($25,000); provided, however, Seller hereby agrees to cure and pay any default of Seller reflected in any Estoppel Certificate which is less than such material default by the Closing Date at Seller’s sole cost and expense. If Buyer disapproves of any such Estoppel Certificate, then Buyer may deliver to Seller written notice of Buyer’s disapproval (“Estoppel Objection Notice”) within five (5) Business Days following Buyer’s receipt of the last of all the Estoppel Certificates. The Estoppel Objection Notice shall describe in reasonable detail each item of dissatisfaction or objection in particular (each, an “Estoppel Objection Matter” and collectively, the “Estoppel Objection Matters”). Unless Seller receives an Estoppel Objection Notice within such five (5) Business Day period, Buyer shall be deemed to have approved all such Estoppel Certificates. If Seller receives an Estoppel Objection Notice within such five (5) Business Day period, then Seller may, but shall not be obligated to, agree to cure some or all of the Estoppel Objection Matters described in such Estoppel Objection Notice by delivering written notice (“Estoppel Cure Notice”) to Buyer of Seller’s election to cure some or all of the Estoppel Obligation Matters within two (2) Business Days following Seller’s receipt of Buyer’s

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Estoppel Objection Notice. If Seller fails to deliver Seller’s Estoppel Cure Notice to Buyer within such time period, Seller shall be deemed to have elected to not cure all such Estoppel Objection Matters. If Seller timely elects to cure one or more of the Estoppel Objection Matters, then Seller shall have until the last Business Day immediately preceding the Closing Date to cure such Estoppel Objection Matters that Seller has committed to cure, and shall pay all costs associated with such cure.

(ii) Estoppel Remedies. If Seller either: (a) fails to cure an Estoppel Objection Matter that Seller has elected to cure by the Closing; or (b) elects not to (or is deemed to have elected not to) cure one or more of the Estoppel Objection Matters, then Seller shall not be in default under this Agreement and, in such a case, Buyer may exercise one of the following options: (1) continue this Agreement in effect without modification and purchase and acquire the Property in accordance with the terms and conditions of this Agreement, subject to such Estoppel Objection Matters; or (2) terminate this Agreement and the Escrow pursuant to the provisions of Section 8.5(a) hereof.

ARTICLE 6

SELLER’S DELIVERIES

Section 6.1 Seller’s Deliveries to Escrow Agent at Closing. On or before 5:00 p.m. on the last Business Day prior to the Closing Date, Seller shall deliver to Escrow Agent the items described in this Article 6.

(a) Seller’s Deed. One (1) original of Seller’s Deed, duly executed and acknowledged by Seller.

(b) Bill of Sale. One (1) original of the Bill of Sale, duly executed by Seller.

(c) Certificate of Non-Foreign Status. One (1) original of the Certificate of Non-Foreign Status, duly executed and acknowledged by Seller.

(d) Assignment and Assumption of Leases and Security Deposits. Two (2) counterpart originals of the Assignment and Assumption of Leases, duly executed by Seller.

(e) Assignment and Assumption of Contracts. Two (2) counterpart originals of the Assignment and Assumption of Contracts, duly executed by Seller.

(f) Assignment of Permits, Entitlements and Intangible Property. Two (2) counterpart originals of Assignment of Permits, Entitlements and Intangible Property, duly executed by Seller.

(g) Seller’s Charges. In addition to the Purchase Price and other funds deposited by Buyer with Escrow Agent, such funds as may be required to: (a) discharge all Monetary Obligations; and (b) pay any amounts required to be paid by Seller in accordance with the provisions of Article 11 hereof, in the form of Cash.

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(h) Seller’s Affidavits; Certificates and Evidence of Authority. (a) Any and all affidavits, indemnities and any other written documentation required by the Title Insurer as a condition to the issuance of the TLTA Standard Coverage Policy; and (b) to the extent required by the Title Insurer, evidence that Seller and those acting for Seller have full authority to consummate the transaction contemplated by this Agreement.

(i) Seller’s Closing Statement. Seller’s Closing Statement, duly executed by Seller.

(j) Additional Documents. Such additional documents, instructions or other items as may be necessary or appropriate to comply with the provisions of this Agreement and to effect the transactions contemplated hereby provided that such additional documents, instructions or other items shall not cause any additional liability, cost or obligation to Seller except as otherwise provided for in this Agreement.

(k) Leases, Assumed Contracts, Permits and Entitlements and Intangible Property. Originals, or if the originals are not available, copies of all of the Leases, Assumed Contracts, Permits and Entitlements and Intangible Property in Seller’s possession or control.

(l) Tenant Notification Letters. A letter to each of the Tenants under the Leases, in form and substance reasonably satisfactory to Seller and Buyer, advising such Tenants of the sale of the Property to Buyer and directing the Tenants to tender all future payments under the Leases to Buyer.

(m) Rent Roll. An updated, current rent roll relating to the Real Property, certified by Seller to the best of Seller’s Knowledge and Belief as being true, correct and complete as of the Closing Date.

(n) Books and Records. The originals, or if the originals are not available, copies of all of the Books and Records in Seller’s possession or control, to the extent not previously delivered by Seller to Buyer.

(o) Keys. All keys and security cards, if any, relating to the Real Property, and such additional documents, instructions or other items as may be necessary to operate any security systems on the Real Property.

(p) NNN Indemnity. One (1) original of the NNN Indemnity, duly executed by NNN.

(q) Woodmont Indemnity. One (1) original of the Woodmont Indemnity, duly executed by Woodmont.

ARTICLE 7

BUYER’S DELIVERIES

On or before 5:00 p.m. on the last Business Day prior to the Closing Date, Buyer shall deliver to Escrow Agent the items described in this Article 7.

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Section 7.1 Closing Deposit. The Closing Deposit for the Property pursuant to Section 2.2(b) hereof. Notwithstanding the foregoing to the contrary, Buyer shall deliver the Closing Deposit to Escrow Agent by not later than 1:00 pm on the Closing Date.

Section 7.2 Assignment and Assumption of Leases and Security Deposits. Two (2) counterpart originals of the Assignment and Assumption of Leases and Security Deposits, duly executed by Buyer.

Section 7.3 Assignment and Assumption of Contracts. Two (2) counterpart originals of the Assignment and Assumption of Contracts, duly executed by Buyer.

Section 7.4 Assignment of Permits, Entitlements and Intangible Property. Two (2) counterpart originals of the Assignment of Permits, Entitlements and Intangible Property, duly executed by Buyer.

Section 7.5 Buyer’s Charges. In addition to the Purchase Price and other funds deposited by Buyer with Escrow Agent, funds sufficient to pay all amounts required to be paid by Buyer in accordance with the provisions of Article 11 hereof, in the form of Cash.

Section 7.6 Evidence of Authority. To the extent required by the Title Insurer, Escrow Agent and/or Seller, as applicable, evidence that Buyer and those acting for Buyer have full authority to consummate the transaction contemplated by this Agreement, as modified through the Closing including, without limitation, certified copies of the corporate or other resolutions authorizing the transactions contemplated by this Agreement.

Section 7.7 Buyer’s Closing Statement. Buyer’s Closing Statement, duly executed by Buyer.

Section 7.8 Additional Documents. Such additional documents, instructions or other items as may be necessary or appropriate to comply with the provisions of this Agreement and to effect the transactions contemplated hereby provided that such additional documents, instructions or other items shall not cause any additional liability, cost or obligation to Buyer except as otherwise provided for in this Agreement.

ARTICLE 8

CONDITIONS TO CLOSING; CLOSING;

AND TERMINATION UPON DEFAULT

Section 8.1 Conditions to Obligations of Buyer. The Closing of the transaction contemplated pursuant to this Agreement and Buyer’s obligation to purchase the Property are subject to satisfaction, prior to the Closing Date, of all of the conditions set forth below. Seller hereby acknowledges and agrees that each of the conditions set forth in this Section 8.1 are for the benefit of Buyer and may only be waived by Buyer in its sole but reasonable discretion.

(a) Delivery of Items. Seller shall have timely delivered to Escrow Agent all of the items to be delivered by Seller pursuant to Section 6.1 hereof.

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(b) Performance of Obligations. Seller shall have timely performed and satisfied in all respects all of the obligations under this Agreement to be performed by Seller prior to the Closing.

(c) Title Commitment. Title Insurer is irrevocably committed to issue a Texas Land Title Association Owner’s Policy of Title Insurance with Standard Coverage (TLTA Form 2006), or its state equivalent, together with such endorsements which are available as may be requested by Buyer, with liability in the amount of the Purchase Price, insuring that fee title to the Real Property is vested in Buyer, subject only to: (i) the Permitted Title Exceptions (“TLTA Standard Coverage Policy” or the “Title Policy”).

(d) Representations and Warranties. All of Seller’s representations and warranties set forth in this Agreement shall be true and correct in all material respects on the Closing Date as though made at the time of Closing.

(e) Litigation. No suit, action, claim or other proceeding shall have been instituted or threatened against Seller which results, or reasonably might be expected to result, in the transactions contemplated by this Agreement being enjoined or declared unlawful.

(f) No Material Change. There shall have been no material change in the physical condition of the Property which results in a diminution of the value of the Property by more than Two Hundred Fifty Thousand Dollars ($250,000) since the Effective Date.

(g) No Bankruptcy. There are no attachments, executions, assignments for the benefit of creditors, receiverships, conservatorships, or voluntary or involuntary proceedings in bankruptcy or pursuant to any other laws for relief of debtors contemplated or filed by Seller or pending against Seller or filed by or pending against the following Tenants: Best Buy, Ulta, Staples, J.C. Penney, Dick’s Sporting Goods, Belk’s, Dress Barn, Maurice’s, and Lane Bryant.

(h) Completion of Construction. Seller shall have completed (without any defect or deficiency): (i) the construction and development of the Improvements in accordance with: (A) the plans and specifications for the Shopping Center previously delivered to Buyer as part of Seller’s Deliveries; (B) the terms and conditions of the Leases (excluding Dress Barn, Maurice’s and Amish Furniture); and (C) the requirements of all applicable governmental authorities, as evidenced by a certificate of completion from the project architect for the Shopping Center; and (D) any Seller obligations for Tenant Inducement Costs, leasing commission and all valid punch list items delivered by Tenants to the Seller with respect to Tenants leased premises pursuant to the Leases; provided however, with respect to the Improvements relating to the space occupied by Dress Barn, Maurice’s, and Amish Furniture, Buyer shall complete and pay for all costs to complete the same aforementioned matters contained in this Section 8.1(h). Notwithstanding any of the terms and conditions to the contrary contained in this Agreement, in the event Seller fails to send to Buyer within Five (5) Business days prior to the Closing Date fully executed lease agreements with Dress Barn and Maurice’s leasing space at the Property on terms and conditions approved by Buyer in writing on or prior to the expiration of the Investigation Period, then Buyer shall have the right to terminate this Agreement by providing Seller written notice of such termination at any time on or prior to one (1) day prior to the Closing Date. In the event Buyer does not provide Seller written notice of such termination within said

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time period, then Buyer will be deemed to have waived this condition and such right to terminate this Agreement as set forth in this Section 8.1(h) and shall proceed to close on the Property subject to the remaining terms and conditions of this Agreement.

Buyer may waive any of the conditions set forth in this Section 8.1 by delivery of written notice to Seller on or before the Closing. Without limiting the foregoing, Escrow Agent shall assume that each of the conditions set forth in Section 8.1(b) shall have been satisfied as of the Closing Date, unless Buyer shall have given written notice to the contrary to Escrow Agent on or before the Closing Date.

Section 8.2 Conditions to Obligations of Seller. The Closing of the transactions contemplated pursuant to this Agreement and the obligation of Seller to sell, convey, assign, transfer and deliver the Property to Buyer are subject to satisfaction, prior to the Closing Date, of all of the conditions set forth below. Buyer hereby acknowledges and agrees that each of the conditions set forth in this Section 8.2 are for the benefit of Seller and may only be waived by Seller in its sole but reasonable discretion.

(a) Delivery of Items. Buyer shall have timely delivered to Escrow Agent all of the items to be delivered by Buyer pursuant to Article 7 hereof.

(b) Performance of Obligations. Buyer shall have performed all of the obligations of Buyer under this Agreement to be performed by Buyer prior to the Closing.

Seller may waive any of the conditions precedent set forth in this Section 8.2 by delivery of written notice thereof to Buyer. Escrow Agent shall assume that each of the conditions set forth in this Section 8.2(b) shall have been satisfied as of the Closing Date, unless Seller shall have given written notice to the contrary to Escrow Agent on or before the Closing Date.

Section 8.3 Casualty; Condemnation Proceeding.

(a) Material Loss and Material Condemnation Proceeding. In the event that, prior to the Closing, the Real Property shall suffer a Material Loss or Seller shall receive notice of the commencement or the threat of commencement of any eminent domain or condemnation proceeding which involves any portion of the Real Property valued at more than Five Hundred Thousand Dollars ($500,000) (“Material Condemnation Proceeding”), Seller shall immediately notify Buyer of such Material Loss or Material Condemnation Proceeding and, in such a case: (i) Buyer shall have the right to terminate this Agreement and the Escrow pursuant to the terms of Section 8.5(a) hereof; or (ii) accept the Property in its then existing condition and purchase and acquire the Property in accordance with the terms and conditions of this Agreement, subject to the terms and conditions described in this Section 8.3. In the event of a Material Loss, if Buyer exercises its right to purchase and acquire the Property in its present condition, then, subject to the terms of the Leases and the rights of any of the Tenants, Seller shall pay and assign to Buyer on the Closing any and all casualty insurance proceeds previously paid or payable to Seller, if any. In the event of a Material Condemnation Proceeding, if Buyer exercises its right to purchase and acquire the Property in its present condition, then, subject to the terms of the Leases and the rights of any of the Tenants, Seller shall pay or assign to Buyer on the Closing any amount of compensation, awards or other payments or relief previously paid or payable to Seller resulting

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from such Material Condemnation Proceeding. Buyer’s termination right or Buyer’s acceptance right shall be exercised by written notice to Seller within ten (10) Calendar Days (but in no event later than five (5) Days prior to the Closing Date) after Buyer receives written notice from Seller of the occurrence of the Material Loss or Material Condemnation Proceeding.

(b) Non-Material Loss and Non-Material Condemnation Proceeding. In the event that, prior to the Closing, the Real Property shall suffer a Non-Material Loss or an eminent domain or condemnation proceeding which involves any portion of the Real Property valued at Five Hundred Thousand Dollars ($500,000) or less (“Non-Material Condemnation Proceeding”), Seller shall promptly, after Seller becoming aware of such Non-Material Loss or Non-Material Condemnation Proceeding, notify Buyer of such Non-Material Loss or Non-Material Condemnation Proceeding and, in such a case, Buyer shall be obligated to purchase the Property (in its then existing condition) in accordance with the terms and conditions of this Agreement, subject to the terms and conditions of this Section 8.3(b). In the event of a Non-Material Loss, subject to the terms of the Leases and the rights of any of the Tenants, Seller shall pay and assign to Buyer on the Closing any and all casualty insurance proceeds previously paid or payable to Seller, and Buyer shall also be entitled to a credit against the Purchase Price in an amount equal to any insurance deductible, as well as an amount equal to the estimated costs, fees and expenses to repair and/or replace the uninsured portion of the Non-Material Loss. In the event such Non-Material Loss is not covered by insurance, then Buyer shall be entitled to an offset against the Purchase Price in an amount equivalent to the monetary value of such Non-Material Loss. In the event of a Non- Material Condemnation Proceeding, then, subject to the terms of the Leases and the rights of any of the Tenants, Seller shall pay or assign to Buyer on the Closing any amount of compensation, awards or other payments or relief previously paid or payable to Seller resulting from such Non-Material Condemnation Proceeding.

Section 8.4 Closing. In the event all of the conditions set forth in this Agreement are timely satisfied (or waived in writing by Buyer or Seller, as applicable), Seller and Buyer shall take such action as may be required to cause the purchase and sale of the Property to be consummated in accordance with this Agreement on or before the later to occur of the following events: (a) thirty (30) Calendar Days after the expiration of the Investigation Period; or (b) ten (10) Calendar Days after all of the conditions precedent to Closing have been satisfied and Seller delivers to Buyer written notice that all of the conditions precedent set forth in Section 8.1 hereof have been satisfied by Seller (“Closing Date”). The closing of the transaction contemplated by this Agreement (“Closing”) shall take place at the offices of Escrow Agent or at such other location as may be mutually agreed upon by Seller and Buyer.

Section 8.5 Failure of Conditions to Closing; No Default by Seller or Buyer.

(a) Failure of Buyer’s Closing Conditions. In the event one or more of Buyer’s conditions to the Closing set forth in Section 8.1 hereof are not satisfied by Seller or otherwise waived by Buyer on or before the Closing Date, and the failure of such conditions to be satisfied is not a result of a default by Seller or Buyer in the performance of their respective obligations under this Agreement, then Buyer shall have the right to terminate this Agreement and the Escrow by giving written notice of such termination to Seller. Upon any election by Buyer to terminate this Agreement and the Escrow pursuant to this Section 8.5(a), the provisions of Section 8.5(c) hereof shall govern.

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(b) Failure of Seller’s Closing Conditions. In the event one or more of Seller’s conditions to the Closing set forth in Section 8.2 hereof are not satisfied by Buyer or otherwise waived by Seller on or before the Closing Date, and the failure of such conditions to be satisfied is not a result of a default by Seller or Buyer in the performance of their respective obligations under this Agreement, then Seller shall have the right to terminate this Agreement and the Escrow by giving written notice of termination to Buyer. Upon any election by Seller to terminate this Agreement and the Escrow pursuant to this Section 8.5(b), the provisions of Section 8.5(c) shall govern.

(c) Termination Provisions. In the event either party elects to terminate this Agreement and the Escrow for the reasons and in accordance with the provisions set forth in this Section 8.5, then: (i) this Agreement shall automatically terminate (other than those provisions which expressly provide that they survive any termination of this Agreement); (ii) Escrow Agent shall immediately cause the Deposit to be paid to Buyer without the need of any further written authorization or consent from Seller; (iii) Seller and Buyer shall execute such escrow cancellation instructions as may be necessary to effectuate the cancellation of the Escrow as may be required by Escrow Agent; and (iv) Buyer shall provide to Seller the items required by Section 4.3 according to the terms and conditions thereof. Any Escrow cancellation and title cancellation charges shall be borne equally by Seller and Buyer.

Section 8.6 Failure of Conditions to Closing; Default by Seller or Buyer. In the event either Seller or Buyer defaults in the performance of any of their respective obligations to be performed prior to the Closing, other than in the case of Buyer’s termination pursuant to Sections 4.2 or 8.5(a) hereof, and other than in the case of Seller’s termination pursuant to Section 8.5(b) hereof, then the non-breaching party may elect the applicable remedies set forth in this Section 8.6, which remedies shall constitute the sole and exclusive remedies of the non-breaching party with respect to a default by the other party under this Agreement.

(a) Remedies of Buyer. In the event Buyer is the non-breaching party, as its sole and exclusive remedy, Buyer may elect to: (i) terminate this Agreement and the Escrow by giving Seller written notice describing Seller’s default and setting forth Buyer’s election to immediately terminate this Agreement and the Escrow and providing to Seller the items required by Section 4.3 according to the terms and condition thereof; or (ii) pursue the equitable remedy of specific performance of this Agreement. In the event Buyer elects to terminate this Agreement and the Escrow pursuant to this Section 8.6(a)(i) hereof, then Escrow Agent shall immediately cause the Deposit to be paid to Buyer without the need of any further authorization or consent from Seller pursuant to the provisions of Section 8.6(d) hereof.

(b) Remedies of Seller. In the event Seller is the non-breaching party, as Seller’s sole and exclusive remedy, Seller may elect to terminate this Agreement and the Escrow by giving Buyer written notice describing Buyer’s default and setting forth Seller’s election to immediately terminate this Agreement and the Escrow; provided, however nothing contained herein shall limit Seller’s remedies or Buyer’s liability with respect to Buyer’s obligations under Section 4.1(d) of this Agreement, In the event Seller elects to terminate this Agreement and the Escrow pursuant to this Section 8.6(b), the sole and exclusive remedy of Seller shall be to receive the amount specified as liquidated damages pursuant to Section 8.6(c) hereof.

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(c) SELLER’S LIQUIDATED DAMAGES. IF BUYER FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT BY REASON OF THE DEFAULT OF BUYER, SELLER SHALL BE RELEASED FROM ITS OBLIGATION TO SELL THE PROPERTY TO BUYER. IN SUCH A CASE (OTHER THAN AS A RESULT OF BUYER’S ELECTION TO TERMINATE PURSUANT TO SECTIONS 4.2, 8.5(a) OR 8.6(a) HEREOF, AND OTHER THAN IN THE CASE OF SELLER’S TERMINATION PURSUANT TO SECTION 8.5(b) HEREOF), SELLER AND BUYER AGREE THAT IT WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE THE AMOUNT OF DAMAGES OF SELLER AS A RESULT OF ANY SUCH BREACH BY BUYER, AND, ACCORDINGLY, AS SELLER’S SOLE AND EXCLUSIVE REMEDY AT LAW OR IN EQUITY (OTHER THAN AN ACTION TO ENFORCE THE PROVISIONS OF THIS AGREEMENT), SELLER SHALL BE ENTITLED TO RECEIVE AND RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES IN THE EVENT OF A DEFAULT BY BUYER, AND THE PAYMENT OF SUCH LIQUIDATED DAMAGES TO SELLER SHALL CONSTITUTE THE EXCLUSIVE REMEDY OF SELLER ON ACCOUNT OF THE DEFAULT BY BUYER; PROVIDED, HOWEVER, NOTHING CONTAINED HEREIN SHALL LIMIT SELLER’S REMEDIES OR BUYER’S LIABILITY WITH RESPECT TO BUYER’S OBLIGATIONS UNDER SECTION 4.1(d) OF THIS AGREEMENT.

/s/ SC	/s/ MB
SELLER’S INITIALS	BUYER’S INITIALS

(d) Termination Provisions. In the event either Party elects to terminate this Agreement and the Escrow for the reasons and in accordance with the provisions set forth in this Section 8.6, then: (i) this Agreement will automatically terminate (other than those provisions which expressly provide that they survive any termination of this Agreement) without any further acts of either Seller or Buyer; (ii) Seller and Buyer agree to execute such escrow cancellation instructions as may be necessary to effectuate the cancellation of the Escrow as may be required by Escrow Agent, (iii) Escrow Agent shall immediately cause the Deposit to be distributed and paid in accordance with the provisions of this Agreement, and (iv) Buyer shall provide to Seller the items required by Section 4.3 according to the terms and condition thereof. The breaching party hereunder shall pay any and all escrow and title cancellation costs incurred in connection herewith.

(e) Survival. The provisions of this Article 8 shall survive the Closing or any termination of this Agreement.

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ARTICLE 9

REPRESENTATIONS AND WARRANTIES OF SELLER

In addition to the representations, warranties and covenants of Seller contained elsewhere in this Agreement, Seller hereby makes the following representations and warranties, each of which is material and being relied upon by Buyer and shall be true as of the date hereof and as of the Closing in all material respects:

Section 9.1 Organization, Power and Authority. Seller is a limited partnership duly organized and validly existing under the laws of the State of Texas. Seller has all requisite power and authority to own the Property, to execute and deliver this Agreement and the Transaction Documents to which Seller is a party, and to perform its obligations hereunder and thereunder and effect the transactions contemplated hereby and thereby. All requisite partnership or other action has been taken to authorize and approve the execution, delivery and performance by Seller of this Agreement and the Transaction Documents to which Seller is a party.

Section 9.2 No Conflicts. The execution, delivery and performance by Seller of this Agreement and the Transaction Documents to which Seller is a party, and the consummation of the transactions contemplated hereby and thereby, will not: (a) violate any provision of the organizational documents of Seller; (b) violate, conflict with or result in a breach of or default under any term or provision of any contract or agreement to which Seller is a party or by or to which Seller or any of its assets or properties are or may be bound or subject; or (c) violate any order, judgment, injunction, award or decree of any court or arbitration body, or any governmental, administrative or regulatory authority, or any other body, by or to which Seller or the Property are or may be bound or subject.

Section 9.3 Non-Foreign Status. Seller is not a “foreign person” as such term is defined in Section 1445 of the Code.

Section 9.4 Litigation and Condemnation. Except as disclosed in Seller’s Deliveries and except for the J.C. Penney Litigation, to the best of Seller’s Knowledge and Belief, there are no: (a) pending or threatened claims, actions, suits, arbitrations, proceedings (including Material Condemnation Proceeding and Non-Material Condemnation Proceeding) or investigations by or before any court or arbitration body, any governmental, administrative or regulatory authority, or any other body, against or affecting the Property or the transactions contemplated by this Agreement; and (b) orders, judgments or decrees of any court or arbitration body, any governmental, administrative or regulatory authority, or any other body, against or affecting the Property or the transactions contemplated by this Agreement.

Section 9.5 Liabilities. Upon the Closing, neither Buyer nor the Property will be subject to any liabilities or obligations, whether secured, unsecured, accrued, absolute, contingent or otherwise, that relate to Seller’s ownership of the Property prior to the Closing, other than the J.C. Penney Litigation, the Leases, the Permitted Title Exceptions, and the Assumed Contracts.

Section 9.6 Fees. Except as disclosed in Seller’s Deliveries, to the best of Seller’s Knowledge and Belief, there are no impact, mitigation or similar fees owing or payable in connection with the construction, development, installation and/or operation of the Real Property.

Section 9.7 Mechanic’s Liens. To the best of Seller’s Knowledge and Belief, there are no fees, dues or other charges which are due, owing or unpaid in connection with the construction of or any repairs to the Real Property. There are no pending or threatened claims which may or could ripen with the passage of time into a mechanic’s lien upon the Real Property as the result of any contract, agreement or work performed on the Real Property.

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Section 9.8 Contracts and Assumed Contracts. All of the Contracts are terminable without penalty upon not more than thirty (30) Calendar Days’ notice. There are no Contracts with any person or entity relating to the Property which must be assumed by Buyer (or which will be deemed assumed by the Buyer upon the Buyer becoming the owner of the Property), other than the Assumed Contracts. To the best of Seller’s Knowledge and Belief, the Assumed Contracts, if any, are in full force and effect and constitute valid and enforceable agreements of Seller, free and clear of all liens, charges, encumbrances and adverse claims, and no event has occurred which with the giving of notice or the passage of time or both would result in a default thereunder.

Section 9.9 Construction and Condition of Improvements. To the best of Seller’s Knowledge and Belief, all of the Improvements have been constructed and installed in accordance with applicable codes, laws, ordinances, rules, regulations, permits and approvals and have been completed in a professional and workmanlike manner and are in good operating condition and repair. To the best of Seller’s Knowledge and Belief, there are no latent defects in any of the Improvements.

Section 9.10 Compliance with Laws. To the best of Seller’s Knowledge and Belief, Seller has complied, and is currently in compliance with, all federal, state and local laws, regulations and ordinances applicable to the Improvements and to Seller, including, without limitation, all laws, regulations and ordinances relating to zoning, planning, land use and building restrictions, construction, Environmental Laws, subdivision, fire, health and safety, disability and alcoholic beverage sales.

Section 9.11 Environmental Matters. To the best of Seller’s Knowledge and Belief based soley on the reports listed on Schedule “2.0” attached hereto and except as may otherwise be disclosed in the reports listed on Schedule “2.0” attached hereto and incorporated herein by reference: (i) the Real Property is free from Hazardous Materials.

Section 9.12 Permits and Entitlements. To the best of Seller’s Knowledge and Belief, Seller has obtained all governmental permits, licenses, approvals and authorizations (including, but not limited to, the Permits and Entitlements) required for Seller’s ownership, operation, maintenance and management of the Property, and to the best of Seller’s Knowledge and Belief all such permits, licenses, approvals and authorizations (including, but not limited to, the Permits and Entitlements) are in full force and effect and, to the extent the same are material, are transferable to Buyer.

Section 9.13 Prohibited Persons and Transactions. Neither Seller, nor any of its affiliates, nor any of their respective members, and none of their respective officers or directors is, nor prior to Closing, or the earlier termination of this Agreement, will they become, a person or entity with whom U.S. persons or entities are restricted from doing business under the regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those name on OFAC’s Specially Designated Blocked Persons List) or under any U.S. statute, executive order (including the September 24, 2001, Executive Order Blocking Property

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and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism), or other governmental action and is not knowingly, and prior to Closing or the earlier termination of this Agreement will not knowingly, engage in any dealings or transactions with or be otherwise associated with such persons or entities.

Section 9.14 Integrity of Documents. Seller has furnished to Buyer all items constituting Seller’s Deliveries and to the best of Seller’s Knowledge and Belief all of the information contained in Seller’s Deliveries is true, correct and complete in all material respects. The information contained in the attached Exhibits and Schedules is true, correct and in all material respects. The representations and warranties of Seller contained in this Agreement are true and correct in all material respects and contain no material misrepresentations or omissions of material facts.

Section 9.15 Option to Purchase/Right of First Refusal. Seller has not previously granted any option to purchase the Property or any right of first refusal with respect to the Property and, to the best of Seller's Knowledge and Belief, no such options to purchase or rights of first refusal with respect to the Property are in existence.

Section 9.16 Survival. The representations and warranties of Seller set forth in Section 9.1, 9.2, 9.3 and 9.13 of this Agreement, as well as the right and ability of Buyer to enforce the same and/or to seek damages for its breach, shall survive the Closing indefinitely and the remaining representations and warranties of Seller in this Agreement as well as the right and ability of Buyer to enforce the same and/or to seek damages for its breach, shall survive the Closing for a period of twelve (12) months; provided, however, Buyer shall not be entitled to make any claim against Seller for the breach of any representation or warranty unless such claim is for damages to Buyer in excess of twenty five thousand dollars ($25,000) in the aggregate of any and all claims made by Buyer against Seller.

ARTICLE 10

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer hereby makes the following representations and warranties, each of which representation and warranty is: (a) material and being relied upon by Seller; and (b) true, complete and not misleading in all material respects as of the date hereof and as of the Closing.

Section 10.1 Organization, Power and Authority. Buyer is a limited partnership duly organized and validly existing under the laws of the State of Delaware. Buyer has all requisite power and authority to execute and deliver this Agreement and the Transaction Documents to which Buyer is a party, and to perform its obligations hereunder and thereunder and to effect the transactions contemplated hereby and thereby. All requisite partnership or other action has been taken to authorize and approve the execution, delivery and performance by Buyer of this Agreement and the Transaction Documents to which Buyer is a party.

Section 10.2 No Conflicts. The execution, delivery and performance by Buyer of this Agreement and the Transaction Documents to which Buyer is a party, and the consummation of the transactions contemplated hereby and thereby, will not: (a) violate any provision of Buyer’s organization documents; (b) violate, conflict with or result in a breach of or default under any

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term or provision of any contract or agreement to which Buyer is a party or by or to which Buyer or any of its assets or properties are or may be bound or subject; or (c) violate any order, judgment, injunction, award or decree of any court or arbitration body, or any governmental, administrative or regulatory authority, or any other body, by or to which Buyer is or may be bound or subject.

Section 10.3 Neither Buyer, nor any of its affiliates, nor any of their respective members, and none of their respective officers or directors is, nor prior to Closing, or the earlier termination of this Agreement, will they become, a person or entity with whom U.S. persons or entities are restricted from doing business under the regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those name on OFAC’s Specially Designated Blocked Persons List) or under any U.S. statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism), or other governmental action and is not knowingly, and prior to Closing or the earlier termination of this Agreement will not knowingly, engage in any dealings or transactions with or be otherwise associated with such persons or entities.

Section 10.4 Survival. The representations and warranties of Buyer set forth in this Agreement, as well as the right and the ability of Seller to enforce them and/or seek damages for their breach, shall survive the Closing.

ARTICLE 11

COSTS, EXPENSES AND PRORATIONS

Section 11.1 Costs and Expenses.

(a) Seller. Seller shall pay: (i) all recording costs, documentary transfer taxes, deed stamps and similar costs, fees and expenses payable in connection with the recordation of Seller’s Deed; (ii) all of the premium for the TLTA Standard Coverage Policy; (iii) fifty percent (50%) of the Escrow Agent’s fees and costs for the Escrow; (iv) Seller’s share of prorations; and (vi) Seller’s attorneys’ fees.

(b) Buyer. Buyer shall pay: (i) the cost of any endorsements to the TLTA Standard Coverage Policy requested by Buyer, if any; (ii) the cost of any mortgagee title policy, if obtained by Buyer, (iii) all of the costs of the Updated Survey in the event Seller elects to update the Survey; (iv) all of the costs of the Phase I Environmental Report in the event Seller elects to obtain the Phase I Environmental Report; (v) fifty percent (50%) of the Escrow Agent’s fees and costs for the Escrow; (vii) Buyer’s share of prorations; and (vii) Buyer’s attorneys’ fees.

Section 11.2 Prorations, Costs and Expenses.

(a) Prorations and Adjustments. The following adjustments and prorations shall be made as of 12:01 a.m. on the Closing Date (“Proration Date”), as though Buyer held title to the Property throughout the entire day in which the Closing occurs. Such adjustments and prorations shall be made on the basis of: (i) a 365-day year with respect to Taxes as provided in Section 11.2(a)(iii) hereof; and/or (ii) the number of days in the calendar month in which the

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Closing Date occurs with respect to Revenues and Operating Expenses as provided in Sections 11.2(a)(i) and (ii), respectively, hereof, subject to the following provisions:

(i) Revenues. All rentals, receipts and other revenues (including, but not limited to, reimbursements for Operating Expenses, Taxes, common area maintenance, real and personal property taxes, insurance and other operating expense reimbursements, if applicable, but excluding percentage rent, if applicable) (collectively, the “Revenues”), received by Seller as of the Closing, but which are properly allocable to the period after the Proration Date, shall be credited to Buyer at the Closing. To the extent there are any Revenues owing to Seller as of the Closing which relate to periods of time prior to the Proration Date, but which have not actually been collected by Seller as of the Closing (“Delinquent Revenues”), Buyer shall not be obligated to pay to Seller (or give Seller a credit for), the amount of such Delinquent Revenues on the Closing. All Revenues which are received by Seller or Buyer subsequent to the Closing Date which are specifically identified by the paying Tenant as rents which are allocable to the period prior to the Proration Date shall be paid to the Seller with all other rents applied: first, to amounts due to Buyer; and second, to Delinquent Revenues due to Seller. Seller and Buyer hereby agree to promptly remit to the other the amount of any Revenues received and owing to each other pursuant to the provisions of this Section 11.2(a)(i). Notwithstanding any provision in this Section 11.2 to the contrary, Seller retains its rights to recover Delinquent Revenues, including, without limitation, the right to collect (without eviction) the same from the Tenants and/or third parties responsible for payment of such Delinquent Revenues.

(ii) Operating Expenses. Seller shall receive a credit for any ad valorem taxes, assessments, maintenance costs or other costs and expenses advanced by Seller in 2010 (collectively the “Advances”) which (i) are attributable to the Proration Date and the period subsequent thereto, or (ii) are reimbursable to Landlord by Tenants pursuant to the Leases, but have not been received by Seller as of the Proration Date. Buyer shall receive a credit for all costs, fees and expenses relating to the operation, management and repair of the Property, excluding Leasing Commissions and Tenant Inducement Costs, but including, but not limited to, common area maintenance, ad valorem real and personal property taxes, assessments insurance and other operating expense reimbursements pursuant to the Leases (collectively, the “Operating Expenses”) paid to Seller in 2010 from each Tenant. Buyer shall be responsible for reconciliation of 2010 Operating Expenses with each Tenant and there shall be no reconciliation or proration of Operating Expenses between Buyer and Seller or between Seller and the Tenants. Seller agrees to remit to Buyer, within thirty (30) days of receipt of same, all reimbursements received from Tenants after the Proration Date for all such Advances that are credited to Seller at Closing.

(iii) Real and Personal Property Taxes. (A) All ad valorem general and special real and personal property taxes and assessments to the extent not included in Operating Expenses (collectively, the “Taxes”), based on the regular tax bill for the current fiscal year (or, if such tax bill has not been issued as of the date of the Closing, the regular tax bill for the fiscal year preceding the current fiscal year) shall be prorated between Seller and Buyer at the Closing as of the Proration Date. Without limiting the foregoing, any and all accrued and unpaid supplemental or special real property taxes or assessments that relate to any time period prior to the Proration Date shall be the responsibility of Seller and, if not paid prior to or at Closing, shall be credited to the Buyer at Closing, and any and all supplemental or special real property taxes or

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assessments that relate to any time period on or after the Proration Date shall be the responsibility of Buyer and if paid by Seller prior to or at Closing, shall be credited to Seller at Closing. Without limiting the foregoing, in the event any supplemental or special real property taxes or assessments are levied prior to Closing, but are due and payable in one or more installments subsequent to the Closing, such supplemental or special real property taxes or assessments shall be allocated on a pro rata basis over the applicable payment period in question and prorated between Seller and Buyer as of the Proration Date. Notwithstanding the foregoing to the contrary, Taxes payable by Tenants whose Leases allow such Tenants to pay Taxes on an annual basis shall not be subject to prorations of Taxes as Seller has not received any Taxes for 2010 from such Tenants.

(iv) Optional: Percentage Rent. Any percentage rent payable under each Lease for the year in which the Closing occurs shall be prorated between Seller and Buyer as of the Proration Date. Seller and Buyer acknowledge that sufficient information to enable Seller and Buyer to prorate percentage rent will not be available as of the Closing. Accordingly, the proration contemplated in this Section 11.2(a)(iv) shall be conducted subsequent to the Closing pursuant to Section 11.2(d) hereof.

(v) Assumed Contracts. All Operating Expenses accruing under, arising out of or relating to any of the Assumed Contracts shall be prorated between Seller and Buyer at the Closing as of the Proration Date.

(b) Security Deposits; Leasing Commissions and Tenant Inducement Costs. All unpaid Leasing Commissions, unpaid Tenant Inducements Costs and Security Deposits under the Leases shall be credited to Buyer at the Closing except for any such costs or security deposits set forth in this Section 11.2(c) relating to the Leases with Dress Barn, Maurice’s and Amish Furniture.

(c) Final Accounting. Seller and Buyer acknowledge and agree that, on the Closing Date, Seller and Buyer may not have sufficient information to conduct and complete a final proration of all items subject to proration pursuant to this Section 11.2. Accordingly, Seller and Buyer agree that, as soon as is reasonably practicable after the Closing Date, Seller and Buyer shall make a final accounting of all items relating to the Property to be prorated between Seller and Buyer pursuant to this Section 11.2. In conjunction with the performance of such final accounting, following a request from Seller, Buyer shall provide Seller with copies of all monthly and other statements sent to the Tenants itemizing amounts owing under the Leases by the Tenants (together with copies of invoices, statements and other supporting documentation evidencing such expenditures. In the event it is determined, pursuant to such final accounting, that any amounts are due and owing by Seller to Buyer, then Seller shall cause such amounts to be paid to Buyer within ten (10) Calendar Days after such final accounting is completed. In the event it is determined, pursuant to such final accounting, that any amounts are due and owing by Buyer to Seller, then Buyer shall cause such amounts to be paid to Seller within ten (10) Calendar Days after such final accounting is completed. All unpaid amounts shall accrue interest at the rate of twelve percent (12%) per annum from the day such amounts are due until the day such amounts are paid in full.

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ARTICLE 12

ACTIONS TO BE TAKEN AT THE CLOSING

Section 12.1 Actions by Escrow Agent. In connection with the Closing, Escrow Agent shall take the following actions:

(a) Recording. Escrow Agent shall cause the following documents to be recorded in the Official Records of Rockwall County, State of Texas, in the order set forth below, and obtain a conformed copy thereof for distribution to Seller and Buyer:

(i) Seller’s Deed (with documentary transfer tax information to be affixed after recording.

(b) Title Policy. Escrow Agent shall direct Title Insurer to issue the Title Policy to Buyer.

(c) Distribution of Funds. Escrow Agent shall disburse all funds deposited with Escrow Agent by Buyer in payment of the Purchase Price as follows:

(i) Deduct, pay and satisfy all items chargeable to the account of Seller pursuant to Section 11.1 hereof.

(ii) Deduct, pay and satisfy all Monetary Obligations against the Real Property.

(iii) If, as a result of the prorations and credits pursuant to Article 11 hereof, amounts are to be charged to the account of Seller, deduct the net amount of such charges.

(iv) Disburse the remaining balance of the Purchase Price to Seller promptly upon the Closing.

All disbursements by Escrow Agent shall be by wire transfer to the designated account of the receiving party or shall be by certified or cashier’s check of Escrow Agent, as may be directed by the receiving party.

(d) Distribution of Documents to Seller. Disburse to Seller: (i) counterpart originals of each of the non-recordable Transaction Documents; (ii) a conformed copy of each of the recordable Transaction Documents, including, without limitation, Seller’s Deed; and (iii) any other documents deposited into Escrow by Seller.

(e) Distribution of Documents to Buyer. Disburse to Buyer: (i) counterpart originals of each of the non-recordable Transaction Documents; (ii) a conformed copy of each of the recordable Transaction Documents; and (iii) any other documents deposited into Escrow by Buyer.

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ARTICLE 13

BROKERS

Seller and Buyer hereby represent and warrant to each other that the warranting party has not entered into nor will such warranting party enter into any agreement, arrangement or understanding with any other person or entity which will result in the obligation of the other party to pay any finder’s fee, commission or similar payment in connection with the transactions contemplated by this Agreement. Seller and Buyer hereby agree to and shall indemnify, defend and hold harmless the other from and against any and all claims, costs, damages and/or liabilities arising from the breach of the foregoing representation by either Seller or Buyer, as the case may be. Seller and Buyer expressly acknowledge that Buyer has been advised that certain shareholders, directors, partners, members an/or officers of Seller are licensed real estate brokers. The obligations contained in this Article 13 shall survive Closing.

ARTICLE 14

MISCELLANEOUS

Section 14.1 Assignment. No assignment of this Agreement or Buyer’s rights or obligations hereunder shall be made by Buyer without first having obtained Seller’s written approval of any such assignment, which approval may be granted or withheld in the sole and absolute discretion of Seller. Notwithstanding the foregoing, Buyer may assign this Agreement to Excel Trust, Inc. a Maryland corporation. No such assignment shall result in Buyer being released or discharged from any liabilities and obligations under this Agreement.

Section 14.2 Notices. Any tender, delivery, notice, demand or other communication (“Notice”) required or permitted under this Agreement shall be in writing, and shall be personally delivered or sent by registered or certified mail, postage prepaid, return receipt requested, overnight mailed, delivered or sent by telefacsimile machine capable of confirming transmission and receipt, and shall be deemed delivered, given and received upon the earlier of: (a) if personally served, the date of delivery to the person to receive such notice; (b) if given by telefacsimile, when sent, provided the telefacsimile machine confirms transmission and receipt; and (c) if sent by registered or certified mail, four (4) Business Days after the date of posting by the United States Postal Service; or (d) if sent by Federal Express or other comparable overnight delivery service, when sent, as documented by the service’s delivery records, all in accordance with the following:

(i) Seller’s Address. If to Seller, at the following address:

CNLRS Rockwall, L.P.

450 South Orange Avenue, Suite 900

Orlando, Florida 32801

Attention: Christopher P. Tessitore, Esq.

Telephone: (407) 650-1115

Facsimile: (321) 206-2138

With a copy to:

CNLRS Rockwall, L.P.

c/o The Woodmont Company

2100 West 7^th Street

Fort Worth, Texas 76107

Attn: Stephen Coslik

Telephone: (817) 377-7710

Facsimile: (817) 377-7714

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(ii) Buyer’s Address. If to Buyer, at the following address:

Excel Trust, L.P.

801 North 500 West, Suite 201

West Bountiful, Utah 84010

Attention: Mark T. Burton

Telephone (801) 294-2400

Facsimile (801) 294-7479

Section 14.3 Entire Agreement. This Agreement, including the Exhibits and Schedules referred to herein, constitutes the entire contract between the Parties with respect to the subject matter covered by this Agreement. This Agreement supersedes all previous representations, arrangements, agreements and understandings by and among the Parties with respect to the subject matter covered by this Agreement including, without limitation, all prior letters of intent executed between Buyer and Seller, and any such representations, arrangements, agreements and understandings are hereby canceled and terminated in all respects. This Agreement may not be amended, changed or modified except by a writing duly executed by both of the Parties hereto.

Section 14.4 Severability. If any provision of this Agreement, or any portion of any such provision, is held to be unenforceable or invalid, the remaining provisions and portions shall nevertheless be carried into effect.

Section 14.5 Remedies. All rights and remedies of the Parties are separate and cumulative, and no one of them, whether exercised or not, shall be deemed to be to the exclusion of or to limit or prejudice any other legal or equitable rights or remedies which the Parties may have, except as otherwise expressly limited herein. Subject to the limitations or remedies imposed elsewhere in this Agreement, the Parties shall not be deemed to waive any of their rights or remedies thereunder, unless such waiver is in writing and signed by the party to be bound. No delay or omission on the part of either party in exercising any right or remedy shall operate as a waiver of such right or remedy or any other right or remedy. A waiver on any one occasion shall not be construed as a bar or waiver of any right or remedy on any future occasion.

Section 14.6 Headings. The headings contained in this Agreement are for convenience only and are not a part of this Agreement, and do not in any way interpret, limit or amplify the scope, extent or intent of this Agreement, or any of the provisions of this Agreement.

Section 14.7 Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original, but all of which together shall constitute one and the same agreement.

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Section 14.8 Attorneys’ Fees. In the event any litigation is instituted between the Parties arising out of or relating to this Agreement, the Party in whose favor judgment shall be entered shall be entitled to have and recover from the non-prevailing Party all costs and expenses (including attorneys’ fees and court costs) incurred in such action and any appeal therefrom.

Section 14.9 Governing Law; Jurisdiction and Venue. This Agreement shall be governed by and interpreted in accordance with the laws (other than that body of law relating to conflicts of law) of the State of Texas. The proper venue for any claims, causes of action or other proceedings concerning this Agreement shall be in the state and federal courts located in the County of Rockwall State of Texas.

Section 14.10 No Third Party Beneficiary. This Agreement creates rights and duties only between the Parties, and no third party is or shall be deemed to be or shall have any rights as a third party beneficiary.

Section 14.11 Binding Effect. Subject to Section 14.1 hereof, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors, assigns and legal and personal representatives.

Section 14.12 Time. Time is of the essence for the performance of each and every obligation hereunder. Any reference to any time in this Agreement shall be a reference to the current local time in Salt Lake City, Utah.

Section 14.13 Survivability. Except as otherwise provided in this Agreement to the contrary, the covenants and obligations of the Parties to this Agreement shall survive the Closing indefinitely.

Section 14.14 Seller’s 1031 Exchange. Buyer acknowledges that Seller may engage in a tax deferred exchange (“Seller’s Exchange”) pursuant to Section 1031 of the Code. Without limiting the provisions of Section 14.1 hereof, in order to effect Seller’s Exchange, Seller may assign its rights in, and delegate its duties under this Agreement, as well as transfer the Property, to any exchange accommodator which Seller shall determine. As an accommodation to Seller, Buyer agrees to cooperate with Seller in connection with Seller’s Exchange, including the execution of documents therefor, provided the following terms and conditions are satisfied:

(a) Buyer shall have no obligation to take title to any property in connection with Seller’s Exchange;

(b) Buyer shall not be obligated to pay any escrow costs, brokerage commissions, title charges, survey costs, recording costs or other charges incurred with respect to any exchange property, and/or Seller’s Exchange;

(c) The Closing shall not be contingent or otherwise subject to the consummation of Seller’s Exchange, and the Escrow shall timely close in accordance with the terms of this Agreement notwithstanding any failure, for any reason, of the parties to Seller’s Exchange to effect the same;

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(d) All representations, warranties, covenants and indemnification obligations of Seller set forth in this Agreement shall not be affected or limited by Seller’s use of an exchange accommodator and shall survive Seller’s Exchange and shall continue to inure directly from Seller for the benefit of Buyer;

(e) All representations, warranties, covenants and indemnification obligations of Buyer set forth in this Agreement shall not be affected or limited by Seller’s use of an exchange accommodator and shall survive Seller’s Exchange and shall continue to inure directly from Buyer for the benefit of Seller; and

(f) Seller agrees to indemnify, protect, defend (with counsel reasonably acceptable to Buyer) and hold Buyer harmless from and against any and all causes of action, claims, demands, liabilities, costs and expenses, including actual attorneys’ fees and costs, incurred by Buyer in connection with Seller’s Exchange.

Buyer makes absolutely no representations or warranties of any kind or nature (express or implied) that tax deferred exchange treatment is available to Seller with respect to Seller’s Exchange, or that such a transaction will qualify in any respect for such treatment, and Buyer shall incur no liability if Seller’s Exchange fails to qualify for the tax deferred treatment intended by Seller. Seller hereby acknowledges and represents to Buyer that Seller is relying solely and entirely upon the advice of Seller’s own consultants with respect to any and all aspects of Seller’s Exchange. In no event shall the obligations of Seller under this Agreement be contingent upon this transaction being included as part of Seller’s Exchange.

Section 14.15 Buyer’s 1031 Exchange. Seller acknowledges that Buyer may be purchasing the Property as an upleg transaction as part of a tax deferred exchange (“Buyer’s Exchange”) pursuant to Section 1031 of the Code. Without limiting the provisions of Section 14.1 hereof, in order to effect Buyer’s Exchange, Buyer may assign its rights in, and delegate its duties under, this Agreement, as well as transfer the Property, to any exchange accommodator which Buyer shall determine. As an accommodation to Buyer, Seller agrees to cooperate with Buyer in connection with Buyer’s Exchange, including the execution of documents therefor, provided the following terms and conditions are satisfied:

(a) Seller shall have no obligation to take title to any property in connection with Buyer’s Exchange;

(b) Except as otherwise provided in this Agreement, Seller shall not be obligated to pay any escrow costs, brokerage commissions, title charges, survey costs, recording costs or other charges incurred with respect to any exchange property;

(c) The Closing shall not be contingent or otherwise subject to the consummation of Buyer’s Exchange, and the Escrow shall timely close in accordance with the terms of this Agreement notwithstanding any failure, for any reason, of the parties to Buyer’s Exchange to effect the same;

(d) All representations, warranties, covenants and indemnification obligations of Seller set forth in this Agreement shall not be affected or limited by Buyer’s use of an exchange accommodator and shall survive Buyer’s Exchange and shall continue to inure directly from Seller for the benefit of Buyer;

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(e) All representations, warranties, covenants and indemnification obligations of Buyer set forth in this Agreement shall not be affected or limited by Buyer’s use of an exchange accommodator and shall survive Buyer’s Exchange and shall continue to inure directly from Buyer for the benefit of Seller; and

(f) Buyer agrees to indemnify, protect, defend (with counsel reasonably acceptable to Seller) and hold Seller harmless from and against any and all causes of action, claims, demands, liabilities, costs and expenses, including actual attorneys’ fees and costs, incurred by Seller in connection with Buyer’s Exchange.

Seller makes absolutely no representations or warranties of any kind or nature (express or implied) that tax deferred exchange treatment is available to Buyer with respect to Buyer’s Exchange, or that such a transaction will qualify in any respect for such treatment. Buyer hereby acknowledges and represents to Seller that Buyer is relying solely and entirely upon the advice of Buyer’s own consultants with respect to any and all aspects of Buyer’s Exchange. In no event shall the obligation of Buyer under this Agreement be contingent upon this transaction being included as part of Buyer’s Exchange.

Section 14.16 Business Days. If the Closing Date or any other date described in this Agreement by which one Party hereto must give notice to the other Party hereto or perform or fulfill an obligation hereunder is a Calendar Day that is not a Business Day, then the Closing Date or such other date shall be automatically extended to the next succeeding Business Day.

Section 14.17 Construction. This Agreement shall not be construed more strictly against one Party than against the other Party merely by virtue of the fact that it may have been prepared primarily by counsel for one of the Parties, it being recognized that both Seller and Buyer have contributed substantially and materially to the preparation of this Agreement.

Section 14.18 PROPERTY SOLD “AS-IS”. EXCEPT AS MAY BE OTHERWISE EXPRESSLY STATED AND SET FORTH IN THIS AGREEMENT, THE PROPERTY SHALL BE SOLD AND CONVEYED BY SELLER AND ACCEPTED BY BUYER IN “AS IS” CONDITION WITHOUT ANY WARRANTY OR REPRESENTATION WHATSOEVER ON THE PART OF SELLER, EXPRESS OR IMPLIED, AS TO THE CREDIT QUALITY OR FINANCIAL CONDITION OR ABILITY OF ANY TENANT, THE PROPERTY’S CONDITION, CLASSIFICATION, PAST OR PRESENT USE, OR MERCHANTABILITY, FITNESS OR SUITABILITY FOR ANY PARTICULAR PURPOSE, USE, DESIGN, CONSTRUCTION OR DEVELOPMENT, INCLUDING WITHOUT LIMITATION ANY WARRANTY OR REPRESENTATION AS TO SURFACE OR SUBSURFACE CONDITION, ZONING, OR THE SUFFICIENCY, ACCESSIBILITY AND CAPACITY OF UTILITIES FOR BUYER’S INTENDED USE OF THE PROPERTY, IT BEING AGREED THAT, EXCEPT AS OTHERWISE EXPRESSLY STATED AND SET FORTH IN THIS AGREEMENT, ALL SUCH RISKS ARE TO BE BORNE BY PURCHASER AND THAT PURCHASER IS RELYING SOLELY ON ITS OWN INSPECTION AND INVESTIGATION OF THE PROPERTY AND OWN INVESTIGATIONS OF THE CREDIT WORTHINESS OF ANY

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TENANT, WITH RESPECT THERETO AND NOT ON ANY STATEMENT, ORAL OR WRITTEN REPRESENTATION OR WARRANTY MADE BY SELLER OR ANYONE ACTING OR CLAIMING TO ACT ON BEHALF OF SELLER.

Section 14.19 Waiver of Jury Trial. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BUYER AND SELLER HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER ON, OR IN RESPECT OF, ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, THE RELATIONSHIP OF BUYER AND SELLER HEREUNDER, OR ARISING OUT OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT.

Section 14.20 No Recordation. Neither this Agreement nor any notice or memorandum thereof shall be recorded in the public records of any jurisdiction; provided, however, Buyer shall have the right to record this Agreement or memorandum thereof but only in the event Buyer has notified Seller of a default relating to this Agreement and is pursuing a legal claim or is seeking specific performance against Seller according to Buyer’s rights as set forth in this Agreement.

Section 14.21 Confidentiality. Buyer acknowledges that all Confidential Information is the confidential, proprietary, and commercial or financial trade secret information of Seller, and Buyer agrees to hold all Confidential Information in strict confidence. All Confidential Information is and shall remain the sole property of Seller and may be used only for the purposes set forth in this Agreement. Buyer agrees that Buyer will not directly or indirectly disclose, duplicate, reproduce, distribute, disseminate, transmit, discuss, or otherwise communicate, either verbally or in writing to any person or entity other than its responsible shareholders, directors, officers, employees, attorneys, accountants, consultants, agents, and other authorized representatives (collectively “Authorized Persons”) any Confidential Information or documents or information derived from Confidential Information, nor use or allow the use of any Confidential Information for any purpose other than evaluating a possible purchase of the Property from Seller. Prior to any such disclosure Buyer shall inform the Authorized Persons by instruction, agreement, or otherwise that the Confidential Information is the confidential, proprietary, and trade secret information of Seller and may not be further disseminated to other persons or entities without prior written consent, which must be requested from, and may be given or withheld at the sole discretion of, Seller.

The term “Confidential Information” means any and all documents or information received directly or indirectly at any time by Buyer, verbally or in writing, from Seller relating to Seller or the Property (the terms “Buyer” and “Seller” as used by this Section shall include their respective subsidiaries, affiliates, shareholders, directors, officers, employees, attorneys, accountants, consultants, agents, or other representatives and their successors and assigns).

Section 14.22 Adjustment to Purchase Price. Seller and Buyer hereby agree that the amount of the Purchase Price shall be increased to reflect the following: (i) any costs incurred by Seller in connection with the preparing, constructing and delivering space within the Shopping Center pursuant to the Leases with Dress Barn, Maurice’s and Joyce Tucker dba Amish Furniture, to the extent such costs have been previously approved in writing by Buyer prior to

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Closing, and (ii) the costs and expenses incurred by Seller in developing Phase II of the Shopping Center, to the extent such costs and expenses have been previously approved in writing by Buyer prior to Closing.

Section 14.23 J.C. Penney Litigation Indemnity. Seller hereby notifies Buyer that on March 30, 2009 a law suit was filed for record in the District Court of Rockwall County, Texas against Seller by the Tenant J.C. Penney alleging various claims against Seller including, but not limited to (i) liquidated damages for the late delivery of some construction requirements relating to the site work of the Property or to the Improvements relating to J.C. Penney’s building including, but not limited to, (a) J.C. Penney’s ability to commence vertical construction of their building on the Property; (b) installation of permanent power; (c) full access to J.C. Penney’s loading dock; and (d) delivery of a site certificate of occupancy; (ii) cost of replacing the slab J.C. Penney constructed; and (iii) payment of a Three Hundred Thousand Dollar ($300,000) allowance called for in the J.C. Penney Lease to compensate J.C. Penney for the cost of constructing a structural slab (all together referred to as the “J.C. Penney Litigation”). As of the Closing and thereafter, as more particularly provided below, NNN and Woodmont shall indemnify, defend and save (all at such parties sole cost and expense) Buyer harmless and pay all costs from and against all loss and expense (including, without limitation, attorney's fees) (collectively, “J.C. Penney Claims”) Buyer incurs relating to the J.C. Penney Litigation. As a condition precedent to Buyer’s obligation to Close, Seller shall cause National Retail Properties, Inc., a Maryland corporation (“NNN”), subject to the provisions described herein, to execute at Closing an indemnity agreement which shall indemnify, pay all costs, defend and save (all at NNN’s sole cost and expense) Buyer harmless from and against all J.C. Penney Claims Buyer incurs arising directly out of the J.C. Penney Litigation which are related to J.C. Penney’s assertion that Seller owes J.C Penney an allowance of up to Three Hundred Thousand Dollars ($300,000.00) as an allowance to compensate J.C. Penney for the cost of constructing a structural slab (the “NNN Indemnity”), but not otherwise. In no event shall NNN’s liability to Buyer pursuant to this provision exceed the lesser of (i) Three Hundred Thousand Dollars ($300,000), or (ii) the actual amount of the J.C. Penney Claims related to the allowance for the structural slab. In addition to the foregoing, as a condition precedent to Buyer’s obligation to Close, Seller shall cause The Woodmont Company, a Texas corporation (“Woodmont”) to execute at Closing an indemnity agreement which shall indemnify, defend and save (all at Woodmont’s sole cost and expense) Buyer harmless from and against all J.C. Penney Claims Buyer incurs arising directly out of the J.C. Penney Litigation except to the extent Buyer is covered by the NNN Indemnity (the “Woodmont Indemnity”). The indemnity and obligations described in this Section 14.23 of Seller, NNN and Woodmont shall survive Closing; provided, however such indemnity and obligations shall cease as of the date the JC Penney Litigation is settled, dismissed with prejudice or otherwise concluded.

[SIGNATURES ON NEXT PAGE]

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

SELLER:
CNLRS ROCKWALL, L.P., a Texas limited partnership
By:	CNLRS Equity Ventures Rockwall, Inc.,
	a Maryland corporation, its Managing General Partner
By:	/s/ Paul E. Bayer
Title:	Executive Vice President
Date:	May 6, 2010
By:	Woodmont Rockwall II, L.P., a Texas limited partnership
By:	Woodmont Rockwall II GP, L.L.C., a Texas limited liability company, its General Partner
By:	/s/ Stephen Coslik
Title:	Managing Member
Date:	May 6, 2010
BUYER:
EXCEL TRUST, L.P., a Delaware limited partnership
By:	Excel Trust, Inc., a Maryland corporation
	Its General Partner
By:	/s/ Mark T. Burton
	Mark T. Burton
Title:	Senior Vice President
Date:	May 6, 2010

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CONSENT OF ESCROW AGENT

The undersigned Escrow Agent hereby agrees to: (i) accept the foregoing Agreement; (ii) be Escrow Agent under said Agreement; (iii) to make all filings required under Section 6045 of the Internal Revenue Code of 1986, as amended; and (iv) be bound by said Agreement in the performance of its duties as Escrow Agent; provided, however, the undersigned shall have no obligations, liability or responsibility under (a) this Consent or otherwise, unless and until said Agreement, fully signed by the parties, has been delivered to the undersigned, or (b) any amendment to said Agreement unless and until the same is accepted by the undersigned in writing.

Dated: May 13, 2010

FIRST AMERICAN TITLE INSURANCE COMPANY
By:	/s/ Heather Kucala
Title:	Escrow Officer

44

EXHIBIT “A”

LEGAL DESCRIPTION OF LAND

Lots 6 and 9 of Rockwall Business Park East Subdivision, an Addition to the City of Rockwall, Texas according to the replat recorded in Volume G, Page 231, Plat Records, Rockwall County, Texas

45

EXHIBIT “B”

SELLER’S DEED

RECORDING REQUESTED BY AND

WHEN RECORDED RETURN TO:

MAIL TAX STATEMENTS TO:

APN:

SPECIAL WARRANTY DEED

For good and valuable consideration, the receipt of which is hereby acknowledged,                     , a                     (“Grantor”), does hereby grant, bargain, sell, convey, transfer and release to                      , a                      corporation (“Grantee”), and its successors and assigns, the real property and improvements thereon legally described on Exhibit “A,” attached hereto and incorporated herein by reference (“Property”), together with all of Grantor’s right, title and interest in and to: (a) all easements, rights-of-way, entitlements, air rights and appurtenances relating or appertaining to the Property; (b) all water wells, streams, creeks, ponds, lakes and other bodies of water in, on or under the Property, whether such rights are riparian, appropriative, prescriptive or otherwise; (c) all sewer, septic and waste disposal rights and interests applicable or appurtenant to and/or used in connection with the operation of the improvements located on the Property; and (d) all other rights, heriditaments and appurtenances pertaining to the Property, but specifically excluding any of Grantor’s right title and interest in all minerals, oil, gas and other hydrocarbons located in, on or under the Property; provided, however, Grantor hereby waives and relinquishes any use of the surface of the Property for exploration and/or removal of oil, gas and/or other hydrocarbon substances and will not in any way disturb the surface of the Property or Grantee’s and its successors and assigns use thereof.

46

This conveyance is subject to ad valorem real property taxes and assessments for the year 201     and thereafter, and all easements, restrictions and conditions of record as of the date of this Special Warranty Deed.

Grantor does hereby bind itself, and its successors and assigns, to warrant and forever defend title to the Property unto Grantee, its successors and assigns, forever, against the claims of all persons claiming by, through or under Grantor, but against none other.

IN WITNESS WHEREOF, Grantor has caused this Special Warranty Deed to be executed as of the      day of                     , 201    .

_________________________, a
___________________________
By:	,
	Its
	By
	Title

ACKNOWLEDGMENT

STATE OF	)
	)	ss.
COUNTY OF	)

On                     , 201    , before me, the undersigned Notary Public in and for the said County and State, personally appeared                     , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.

(Signature)

47

EXHIBIT “A”

TO SELLER’S DEED

LEGAL DESCRIPTION OF LAND

48

EXHIBIT “C”

QUIT CLAIM BILL OF SALE

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,                     , a                      (“Grantor”), hereby sells, conveys, transfers and releases to                     , a                      (“Grantee”), the personal property more particularly described in Exhibit “A” attached hereto and incorporated herein by this reference and all other tangible and intangible personal property owned by Grantor located on or used in connection with the ownership, management and/or operation of the real property more particularly described in Exhibit “B” attached hereto and incorporated herein by this reference AND WITHOUT WARRANTY OF TITLE, FITNESS OR MERCHANTABILITY.

This Bill of Sale is being entered into pursuant to and in accordance with that certain Purchase and Sale Agreement and Joint Escrow Instructions, dated effective                     , 201    , as amended and assigned, by and between Grantor, as “Seller,” and Grantee, as “Buyer” (“Purchase Agreement”).

EXECUTED and to be made effective as of the date of the Closing, as said term is defined in the Purchase Agreement.

GRANTOR:
By:	EXHIBIT – DO NOT SIGN
Title:

49

EXHIBIT “A”

TO BILL OF SALE

PERSONAL PROPERTY

All fixtures, trade fixtures, vehicles, machinery, appliances, tools, signs, equipment, systems, telephone equipment and systems, computer equipment and systems, satellite dishes and related equipment and systems, security equipment and systems, inventories, supplies and all other items of tangible and intangible personal property located on or used in connection with the ownership, management and/or operation of the real property described in Exhibit “B” to this Bill of Sale. Notwithstanding the foregoing to the contrary, the foregoing shall specifically exclude any items located on Phase III of the Shopping Center and shall specifically exclude all items owned by Tenants.

50

EXHIBIT “B”

TO BILL OF SALE

LEGAL DESCRIPTION OF REAL PROPERTY

(see attached)

51

EXHIBIT “D”

CERTIFICATE OF NON-FOREIGN STATUS

The undersigned, being duly sworn, hereby deposes, certifies and states on oath as follows:

1. That the undersigned,                      (“Transferor”), is duly authorized to execute this Certificate and Affidavit;

2. That Transferor’s principal place of business is                     ;

3. That the Transferor is not a “foreign corporation,” “foreign partnership,” “foreign trust,” or “foreign estate,” as such terms are defined in the United States Internal Revenue Code of 1986, as amended (the “Code”), and Regulations promulgated thereunder, and is not otherwise a “foreign person,” as defined in Section 1445 of the Code;

4. That the Transferor is not a disregarded entity as defined in Section 1.1445-2(b)(2)(iii) of the Treasury Regulations.

5. That the Transferor’s United States taxpayer identification number is                     :

6. That the undersigned is making this Certificate and Affidavit pursuant to the provisions of Section 1445 of the Code in connection with the sale of the real property described on Exhibit “A,” attached hereto and incorporated herein by reference, by the Transferor to                     (“Transferee”), which sale constitutes the disposition by the Transferor of a United States real property interest, for the purposes of establishing that the Transferee is not required to withhold tax pursuant to Section 1445 of the Code in connection with such disposition; and

7. That the undersigned acknowledges that this Certificate and Affidavit may be disclosed to the Internal Revenue Service and other applicable governmental agencies by the Transferee, that this Certificate and Affidavit is made under penalty of perjury, and that any false statement made herein could be punished by fine, imprisonment, or both.

Under penalty of perjury, I declare that I have examined the foregoing Certificate and Affidavit and I hereby certify that it is true, correct and complete.

TRANSFEROR:
By:	EXHIBIT – DO NOT SIGN
Title:

52

STATE OF	)
	)
COUNTY OF	)

On                     , before me,                     , Notary Public, personally appeared                     , personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.

Signature of Notary Public

53

EXHIBIT “A”

TO CERTIFICATE OF NON-FOREIGN STATUS

LEGAL DESCRIPTION OF REAL PROPERTY

54

EXHIBIT “E”

ASSIGNMENT AND ASSUMPTION OF LEASES

AND SECURITY DEPOSITS

THIS ASSIGNMENT AND ASSUMPTION OF LEASES AND SECURITY DEPOSITS (“Assignment”), is made and dated for reference purposes as of the      day of                     , 201    , by and between                      (“Assignor”), and                      (“Assignee”), both of whom may be referred to herein as the “Parties” and each of whom may be referred to herein as a “Party.”

RECITALS

A. Assignor and Assignee are parties to that certain Purchase and Sale Agreement and Joint Escrow Instructions, dated                     , 201    , as amended and assigned (“Purchase Agreement”). Unless otherwise expressly defined herein, capitalized terms used herein without definition shall have the same meaning given to such terms in the Purchase Agreement.

B. This Assignment is being made pursuant to the Purchase Agreement for the purpose of memorializing the assignment by Assignor to Assignee of: (a) those Leases set forth on Exhibit “A” attached hereto; and (b) the Security Deposits set forth on Exhibit “B” attached hereto and incorporated by reference.

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

1. Assignment of Leases. Subject to the provisions of the Purchase Agreement, effective as of the Closing, Assignor hereby grants, assigns, transfers, conveys and delivers to Assignee, and Assignee hereby accepts the assignment of, the Leases and the Security Deposits and all of the right, title, estate, interest, benefits and privileges of the lessor or landlord thereunder.

2. Assumption of Obligations. Subject to the provisions of the Purchase Agreement, by acceptance of this Assignment, effective as of the Closing, Assignee hereby assumes and agrees to perform and to be bound by all of the terms, covenants, conditions and obligations imposed upon the lessor or landlord under the Leases accruing on or after the Closing. Without limiting the foregoing, in the event that the Property Expense Reconciliation results in a Property Expense Reimbursement Surplus and Assignor pays to Assignee an amount equal to the Property Expense Reimbursement Surplus pursuant to the Purchase Agreement, Assignee shall be obligated to reimburse or credit the Tenants for such Property Expense Reimbursement Surplus as required by their respective Leases.

3. Indemnification by Assignor. Assignor hereby agrees to indemnify, defend and hold harmless Assignee of, for, from and against any and all claims, demands, liabilities, losses, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising

55

out of or relating to the breach by Assignor of any of the obligations, terms and/or covenants of the lessor or landlord under or pursuant to the Leases, which obligations, terms and/or covenants accrue prior to the Closing.

4. Indemnification by Assignee. Assignee hereby agrees to indemnify, defend and hold harmless Assignor of, for, from and against any and all claims, demands, liabilities, losses, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising out of or relating to the breach by Assignee of any of the obligations, terms and/or covenants of the lessor or landlord under or pursuant to the Leases, which obligations, terms and/or covenants accrue on or after the Closing.

5. Proration. Nothing contained in this Assignment shall constitute a waiver of or a limitation on any of the rights and obligations of the Parties pursuant to Article 11 of the Purchase Agreement concerning prorations.

6. Successors and Assigns. This Assignment shall be binding upon and inure to the benefit of the successors, assigns, personal representatives, heirs and legatees of the respective Parties hereto.

7. Attorneys’ Fees. In the event of any legal action between Assignor and Assignee arising out of or in connection with this Assignment, the prevailing party shall be entitled to recover from the other party reasonable attorneys’ fees and costs incurred in such action and any appeal therefrom.

8. Governing Law; Jurisdiction and Venue. This Assignment shall be governed by the laws of the State of Texas. The proper venue for any claims, causes of action or other proceedings concerning this Assignment shall be in the state and federal courts located in the County of Rockwall State of Texas.

9. Counterparts. This Assignment may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together constitute one and the same instrument.

10. Cooperation. Assignor and Assignee hereby agree to and shall execute and deliver to the other party any and all documents, agreements and instruments necessary to consummate the transactions contemplated by this Assignment.

[Signature page to follow]

56

IN WITNESS WHEREOF, the Parties hereto have executed this Assignment as of the date first above written.

ASSIGNOR:

EXHIBIT – DO NOT SIGN

By:

Title:

ASSIGNEE:

EXHIBIT – DO NOT SIGN

By:

Title:

57

EXHIBIT “A”

TO ASSIGNMENT AND ASSUMPTION

OF LEASES AND SECURITY DEPOSITS

LEASES

58

EXHIBIT “B”

TO ASSIGNMENT AND ASSUMPTION

OF LEASES AND SECURITY DEPOSITS

SECURITY DEPOSITS

59

EXHIBIT “F”

ASSIGNMENT AND ASSUMPTION OF CONTRACTS

THIS ASSIGNMENT AND ASSUMPTION OF CONTRACTS (“Assignment”) is made and dated for reference purposes as of                     , 201    , by and between                      (“Assignor”) and                     , a                      (“Assignee”), both of whom may be referred to herein as the “Parties.”

RECITALS

A. Assignor and Assignee are parties to that certain Purchase and Sale Agreement and Joint Escrow Instructions, dated as of                     , 201    , as amended and assigned (the “Purchase Agreement”). Capitalized terms used in this Assignment without definition shall have the meaning given to such terms in the Purchase Agreement.

B. This Assignment is made pursuant to, as required by, and subject to the terms and conditions of the Purchase Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, Assignor and Assignee hereby agree as follows:

1. Assignment of Contracts. Effective as of the Closing, Assignor hereby assigns, transfers and sets over to Assignee all of Assignor’s right, title and interest, in, to and under the contracts and agreements listed or described on Exhibit “A,” attached hereto and incorporated herein by reference (the “Assumed Contracts”).

2. Assumption of Obligations. Effective as of the Closing, Assignee hereby assumes and agrees to perform all of the obligations, terms and covenants of Assignor under each of the Assumed Contracts, which obligations, terms and covenants accrue on or after the Closing.

3. Indemnification by Assignor. Assignor hereby agrees to indemnify, defend and hold harmless Assignee, and its officers, directors, shareholders, employees and agents, for, from, of and against any and all claims, demands, liabilities, losses, damages, costs and expenses (including without limitation reasonable attorneys’ fees) arising out of or relating to the breach by Assignor of any of the obligations, terms and/or covenants of Assignor under or pursuant to the Assumed Contracts, which obligations, terms and/or covenants accrue prior to the Closing.

4. Indemnification by Assignee. Assignee hereby agrees to indemnify, defend and hold harmless Assignor, and its partners, affiliates, employees and agents, for, from, of and against any and all claims, demands, liabilities, losses, damages, costs and expenses (including without limitation reasonable attorneys’ fees) arising out of or relating to the breach by Assignee of any of the obligations, terms and/or covenants of Assignor under or pursuant to the Assumed Contracts, which obligations, terms and/or covenants accrue on or after the Closing.

5. Governing Law. This Assignment shall be governed by the laws of the State of Texas. The proper venue for any claims, causes of action or other proceedings concerning this Assignment shall be in the state and federal courts located in the County of Rockwall State of Texas.

60

6. Binding Effect. This Assignment and the provisions contained herein shall be binding upon and inure to the benefit of Assignor and Assignee and their respective successors and assigns.

7. Attorneys’ Fees. In the event of any legal action between Assignor and Assignee arising out of or in connection with this Assignment, the prevailing party shall be entitled to recover from the other party reasonable attorneys’ fees and costs incurred in such action and any appeal therefrom.

8. Cooperation. Assignor and Assignee hereby agree to and shall execute and deliver to the other party any and all documents, agreements and instruments necessary to consummate the transactions contemplated by this Assignment.

9. Counterparts. This Assignment may be executed in counterparts, each of which shall constitute an original, but all of which together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Assignment as of the date first above written.

ASSIGNOR:

EXHIBIT – DO NOT SIGN

By:

Title:

ASSIGNEE:

EXHIBIT – DO NOT SIGN

By:

Title:

61

EXHIBIT “A”

TO ASSIGNMENT AND ASSUMPTION OF CONTRACTS

ASSUMED CONTRACTS

62

EXHIBIT “G”

ASSIGNMENT OF PERMITS, ENTITLEMENTS AND INTANGIBLE PROPERTY

THIS Assignment of Permits, Entitlements and Intangible Property (the “Assignment”) is dated for reference purposes as of             , 201     and is entered into by                      (“Assignor”) in favor of                      , a                      (“Assignee”).

RECITALS

A. Assignor and Assignee are parties to that certain Purchase and Sale Agreement and Joint Escrow Instructions, dated             , 201    , as amended and assigned (“Purchase Agreement”). Unless otherwise expressly defined herein, capitalized terms used herein without definition shall have the same meaning given to such terms in the Purchase Agreement.

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

1. Assignment by Assignor. Effective as of the Closing, Assignor hereby transfers and assigns to Assignee the Intangible Property, the Permits and Entitlements AND WITHOUT WARRANTY OF TITLE, FITNESS OR MERCHANTABILITY.

2. Successors and Assigns. This Assignment shall be binding upon and inure to the benefit of the successors, assigns, personal representatives, heirs and legatees of the respective Parties hereto.

3. Attorneys’ Fees. In the event of any legal action between Assignor and Assignee arising out of or in connection with this Assignment, the prevailing party shall be entitled to recover from the other party reasonable attorneys’ fees and costs incurred in such action and any appeal therefrom.

4. Governing Law; Jurisdiction and Venue. This Assignment shall be governed by, interpreted under, and construed and enforceable with, the laws of the State of Texas. The proper venue for any claims, causes of action or other proceedings concerning this Assignment shall be in the state and federal courts located in the County of Rockwall, State of Texas.

5. Counterparts. This Assignment may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together constitute one and the same instrument.

6. Cooperation. Assignor hereby agrees to and shall execute and deliver to Assignee any and all documents, agreements and instruments necessary to consummate the transactions contemplated by this Assignment. Assignee hereby agrees to and shall execute and deliver to Assignor any and all documents, agreements and instruments necessary to consummate the transactions contemplated by this Assignment.

63

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

ASSIGNOR:

EXHIBIT – DO NOT SIGN

By:

Title:

ASSIGNEE:

EXHIBIT – DO NOT SIGN

By:

Title

64

EXHIBIT “B”

LIST OF ASSIGNED PROPERTY

65

EXHIBIT “H”

GENERAL PROVISIONS OF ESCROW

THESE GENERAL PROVISIONS OF ESCROW (“General Provisions”), are being entered into pursuant to that certain Purchase and Sale Agreement and Joint Escrow Instructions, dated             , 201    , by and between                     , as the “Seller,”, and                     , as the “Buyer,” as the same may be amended from time to time (“Purchase Agreement”). Capitalized terms used herein without definition shall have the meanings given to such terms in the Purchase Agreement.

THE PARTIES UNDERSTAND AND ACKNOWLEDGE:

1. Deposit of Funds and Disbursements. Unless directed in writing by Seller or Buyer, as applicable, to establish a separate, interest-bearing account together with all necessary taxpayer reporting information, all funds received by Escrow Agent shall be deposited in general escrow interest bearing accounts in a federally insured financial institution invested only in US Treasuries (“Depositories”). All disbursements shall be made by Escrow Agent’s check or by wire transfer unless otherwise instructed in writing by the party to receive such disbursement. The Good Funds Law requires that Escrow Agent have confirmation of receipt of funds prior to disbursement.

2. Disclosure of Possible Benefits to Escrow Agent. As a result of Escrow Agent maintaining its general escrow accounts with the Depositories, Escrow Agent may receive certain financial benefits such as an array of bank services, accommodations, loans or other business transactions from the Depositories (“Collateral Benefits”). Notwithstanding the foregoing, the term Collateral Benefits shall not include any interest that accrues or is earned on the Deposit and in no event and under no circumstance shall Escrow Agent be entitled to receive and retain any interest that accrues or is earned on the Deposit. All Collateral Benefits shall accrue to the sole benefit of Escrow Agent and Escrow Agent shall have no obligation to account to the parties to this Escrow for the value of any such Collateral Benefits.

3. Prorations and Adjustments. All prorations and/or adjustments shall be made in accordance with the Purchase Agreement.

4. Contingency Periods. Escrow Agent shall not be responsible for monitoring contingency or inspection time periods between the Parties.

5. Recordation of Documents. Escrow Agent is authorized to prepare, obtain, record and deliver the necessary instruments to carry out the terms and conditions of this Escrow and, to the extent that Escrow Agent is also the Title Company, to issue the Title Policy at Closing, subject to and in accordance with the Purchase Agreement or pursuant to separate written instructions to Escrow Agent executed by Seller.

6. Conflicting Instructions and Disputes. No notice, demand or change of instructions shall be of any effect in this Escrow unless given in writing by Seller and Buyer. In the event a demand for the Deposit and/or any other amounts in this Escrow is made which is not

66

concurred with by Seller and Buyer, Escrow Agent, regardless of who made demand therefor, may elect to file a suit in interpleader and obtain an order from the court allowing Escrow Agent to deposit all funds and documents in court and have no further liability with respect thereto. If an action is brought involving this Escrow and/or Escrow Agent, Seller and Buyer agree to indemnify and hold Escrow Agent harmless against liabilities, damages and costs incurred by Escrow Agent (including reasonable attorney’s fees and costs) except to the extent that such liabilities, damages and costs were caused by the negligence, gross negligence or willful misconduct of Escrow Agent.

7. Amendments to General Provisions. Any amendment to these General Provisions must be mutually agreed to by Seller and Buyer and accepted by Escrow Agent. The Purchase Agreement and these General Provisions shall constitute the entire escrow agreement between the Escrow Agent and the parties hereto with respect to the subject matter of the Escrow.

8. Copies of Documents; Authorization to Release. Escrow Agent is authorized to rely upon copies of documents, which include facsimile, electronic, NCR, or photocopies as if they were an originally executed document. If requested by Escrow Agent, the originals of such documents shall be delivered to Escrow Agent. Documents to be recorded MUST contain original signatures. Escrow Agent may furnish copies of any and all documents to the lender(s), real estate broker(s), attorney(s) and/or accountant(s) involved in this transaction upon their request.

9. Execution in Counterpart. These General Provisions and any amendments may be executed in one or more counterparts, each of which shall be deemed an original, and all of which taken together shall constitute the same instruction.

10. Tax Reporting, Withholding and Disclosure. The Parties are advised to seek independent advice concerning the tax consequences of this transaction, including but not limited to, their withholding, reporting and disclosure obligations. Escrow Agent does not provide tax or legal advice and the parties agree to hold Escrow Agent harmless from any loss or damage that the parties may incur as a result of their failure to comply with federal and/or state tax laws. EXCEPT AS OTHERWISE REQUIRED UNDER APPLICABLE LAW, WITHHOLDING OBLIGATIONS ARE THE EXCLUSIVE OBLIGATIONS OF THE PARTIES AND ESCROW AGENT IS NOT RESPONSIBLE TO PERFORM THESE OBLIGATIONS UNLESS ESCROW AGENT AGREES IN WRITING.

11. Taxpayer Identification Number Reporting. Federal law requires Escrow Agent to report Seller’s social security number and/or tax identification number, forwarding address, and the gross sales price to the Internal Revenue Service (“IRS”). Escrow cannot be closed nor any documents recorded until the information is provided and Seller certifies its accuracy to Escrow Agent.

12. Purchase Agreement. In the event of any conflict between the terms and conditions of the Purchase Agreement and the terms and conditions of these General Provisions, the terms and conditions of the Purchase Agreement shall govern.

67

13. Notices. All notices relating to these General Provisions shall be given in compliance with the Notice provisions set forth in the Purchase Agreement.

SELLER:
EXHIBIT – DO NOT SIGN
By:
Title:
Date:	,201
BUYER:
EXHIBIT – DO NOT SIGN
By:
Title:
Date:	,201
ESCROW AGENT:
EXHIBIT – DO NOT SIGN
By:
Title:

68

EXHIBIT “I”

FORM OF TENANT’S ESTOPPEL CERTIFICATE

To:	EXCEL TRUST, L.P., a Delaware limited partnership
	801 North 500 West, Suite 201
	West Bountiful, Utah 84010
To:	[Lender]
	_____________________________________
	_____________________________________
	_____________________________________
RE:	That certain lease agreement dated             , 201    , as amended by that certain                      dated             , 201     (as amended or modified, the “Lease”), whereby                     , as tenant therein (“Tenant”), leased from                     , as landlord therein (“Landlord”), approximately                      net rentable square feet of space located in                      (the “Premises”), which is located in the City of                     , State of                      (the “Property”).

Gentlemen:

Tenant acknowledges that EXCEL TRUST, L.P., a Delaware limited partnership, or its nominee (“Buyer”) is reviewing the possible purchase of the Property from Landlord. Tenant further acknowledges that, in the event Buyer elects to purchase the Property,                      (“Lender”), is reviewing the possibility of providing financing to Buyer in connection with Buyer’s purchase of the Property. In connection therewith, Tenant hereby certifies, represents and warrants to Buyer and Lender, and their respective successors and assigns, as follows:

14. A true and correct copy of the Lease is attached hereto as Exhibit “A” and incorporated herein by reference. The Lease constitutes the entire agreement between Landlord and Tenant with respect to the Premises and the Property, is in good standing full force and effect, and has not been amended, modified or assigned either orally or in writing, except as provided in the Preamble of this Tenant Estoppel Certificate.

15. Tenant’s net rentable square footage of Tenant’s Premises is equal to                      square feet.

16. The term of the Lease commenced on             , 201    , and will terminate on             , 201    . Tenant has                      renewal options of      years each.

17. The current monthly amount of base rent payable by the Tenant is equal to $        . Percentage Rent is due upon the dates as described in paragraph                      of the Lease in the amount of $        , which is equal to     % of Gross Sales in excess of $        .

69

Current charges for operating expenses, insurance and real estate taxes are                      per month. Base rent has been paid through             , 201    , and additional rent for operating expenses, insurance premiums and real estate taxes has been paid through             , 201    . No rent has been prepaid by more than thirty (30) days.

18. Tenant is responsible for paying its proportionate share of operating expenses, insurance and real estate taxes owed regarding the Property. Tenant’s proportionate share of said operating expenses, insurance and real estate taxes is equal to     % calculated by taking Tenant’s net rentable square footage of the Premises divided by                     , the total net rentable square footage of the Property.

19. Tenant has not deposited any monies or instruments to secure any of its agreements and obligations under the Lease and has not paid any advance rentals or other amounts, excepts as specified below (write “NONE” if there is none).

20. There are no defaults of Landlord or Tenant under the Lease, and there are no existing circumstances which with the passage of time, or giving of notice, or both, would give rise to a default by Landlord or Tenant under the Lease. Landlord and Tenant are in full compliance with their obligations under the Lease.

21. No breach or violation exists of any of the provisions of the Lease granting exclusive uses to Tenant or prohibiting or restricting uses of other tenants.

22. Construction of all improvements required under the Lease and any other conditions to Tenant’s obligations under the Lease, if any, have been satisfactorily completed by Landlord, and Tenant has accepted the Premises and is occupying and operating in the Premises.

23. Tenant has no charge, lien, claim of set-off, abatement or defense against rents or other charges due or to become due under the Lease or otherwise under any of the terms, conditions, and covenants contained therein, and Tenant is not entitled to any concessions, rebates, allowances or other considerations for free or reduced rent.

24. There are no attachments, executions, assignments for the benefit of creditors, receiverships, conservatorships, or voluntary or involuntary proceedings in bankruptcy or pursuant to any other laws for relief of debtors contemplated or filed by Tenant or pending against Tenant.

25. Tenant has not subleased all or any portion of the Premises or assigned any of its rights under the Lease, nor pledged any interest therein.

26. Tenant does not have any rights or options to purchase the Property, the Premises or any portion thereof.

27. If the Lease is guaranteed, the Guaranty is unmodified and in full force and effect. There are no attachments, executions, assignments for the benefit of creditors, receiverships, conservatorships, or voluntary or involuntary proceedings in bankruptcy or pursuant to any other laws for relief of debtors contemplated or filed by any Guarantor or pending against any Guarantor.

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28. Tenant does not have any options, rights of first refusal, rights of first offer, expansion rights or similar rights with respect to other Property space.

29. Tenant has never permitted or suffered the generation, treatment, use, storage, disposal or discharge of any hazardous, toxic or dangerous substance, waste or materials in, on or about the Leased Premises or any adjacent property.

30. Upon being notified of the closing of the above-referenced proposed purchase, sale and assignment, Tenant agrees to recognize Buyer as Landlord under the Lease and to send all rental payments and communications permitted or required under the Lease to such address as Landlord may, in writing, direct from time to time.

31. The person(s) whose signature(s) appear(s) below is duly and fully authorized to execute this Tenant Estoppel Certificate and has knowledge of the facts and statements recited herein.

The certifications, representations and warranties herein made shall be binding upon Tenant, its heirs, legal representatives, successors and assigns, and shall inure to Buyer’s and Lender’s benefit and to the benefit of Buyer’s and Lender’s respective successors and assigns. Tenant acknowledges that Buyer may rely on this Tenant Estoppel Certificate in conjunction with its purchase and thereafter its ownership and operation of the Property. Tenant further acknowledges that Lender may rely on this Tenant Estoppel Certificate in conjunction with its financing of the purchase of the Property by Buyer.

IN WITNESS WHEREOF, the Tenant has executed and delivered this Tenant Estoppel Certificate this      day of         , 201    .

TENANT:

By

Title

GUARANTOR:

(If Applicable)

By

Title

71

EXHIBIT “A”

TO FORM OF TENANT ESTOPPEL CERTIFICATE

LEASE

72

EXHIBIT “J”

FORM OF LANDLORD ESTOPPEL CERTIFICATE

To:	EXCEL TRUST, L.P., a Delaware limited partnership
	801 North 500 West, Suite 201
	West Bountiful, Utah 84010
To:	[Lender]
	_____________________________________
	_____________________________________
	_____________________________________
RE:	That certain lease agreement dated             , 201    , as amended by that certain                      dated             , 201     (as amended or modified, the “Lease”), whereby                     , as tenant therein (“Tenant”), leased from                     , as landlord therein (“Landlord”),              square feet of space located in                      (the “Premises”), which shopping center is located in the City of                     , State of                      (the “Property”).

Gentlemen:

Landlord hereby certifies, represents and warrants to Buyer as follows:

1. A true and correct copy of the Lease is attached hereto as Exhibit “A,” and incorporated herein by reference. The Lease constitutes the entire agreement between Landlord and Tenant with respect to the Premises and the Property, is in good standing and full force and effect, and has not been amended, modified or assigned, except as provided in the Preamble of this Landlord Estoppel Certificate.

2. The current monthly amount of base rent payable by the Tenant is equal to $        . Base rent has been paid through             , 201    , and additional rent for operating expenses, insurance premiums and real estate taxes has been paid through             , 201    . No rent has been prepaid.

3. To the best of Landlord’s current actual knowledge, there are no defaults of Landlord or Tenant under the Lease, and Landlord is not aware of any existing circumstances which with the passage of time, or giving of notice, or both, would give rise to a default by Landlord or Tenant under the Lease. To the best of Landlord’s knowledge, Landlord and Tenant are in full compliance with their obligations under the Lease, and the Lease is in good standing and in full force and effect.

4. To the best of Landlord’s knowledge, Tenant has no charge, lien, claim of set-off, abatement or defense against rents or other charges due or to become due under the Lease or otherwise under any of the terms, conditions, and covenants contained therein, and Tenant is not entitled to any concessions, rebates, allowances or other considerations for free or reduced rent.

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5. Landlord has not subleased all or any portion of the Premises or assigned any of its rights under the Lease, nor pledged any interest therein nor to the best of Landlord’s knowledge has the Tenant subleased all or any portion of the Premises or assigned any of its rights under the Lease, nor pledged any interest therein.

6. If the Lease is guaranteed, the Guaranty is unmodified and in full force and effect.

7. The person(s) whose signature(s) appear(s) below is duly and fully authorized to execute this Landlord Estoppel Certificate and has knowledge of the facts and statements recited herein.

The certifications, representations and warranties herein made shall be binding upon Landlord, its heirs, legal representatives, successors and assigns, and shall inure to Buyer’s and Lender’s benefit. Landlord acknowledges that Buyer may rely on this Landlord Estoppel Certificate in conjunction with its purchase and thereafter its ownership and operation of the Property. Landlord further acknowledges that Lender may rely on this Landlord Estoppel Certificate in conjunction with its financing of the purchase of the Property by Buyer.

IN WITNESS WHEREOF, Landlord has executed and delivered this Landlord Estoppel Certificate this      day of         , 201    .

LANDLORD:

___________________________, a

____________________________

By

Its

By

Title

74

EXHIBIT “K”

PHASE I OF SHOPPING CENTER

Lot 6 of Rockwall Business Park East Subdivision, an Addition to the City of Rockwall, Texas according to the replat recorded in Volume G, Page 231, Plat Records, Rockwall County, Texas

75

EXHIBIT “L”

PHASE II OF SHOPPING CENTER

Lot 9 of Rockwall Business Park East Subdivision, an Addition to the City of Rockwall, Texas according to the replat recorded in Volume G, Page 231, Plat Records, Rockwall County, Texas

76

EXHIBIT “M”

PHASE III OF SHOPPING CENTER

Lots 7 and 8 of Rockwall Business Park East Subdivision, an Addition to the City of Rockwall, Texas according to the replat recorded in Volume G, Page 231, Plat Records, Rockwall County, Texas

77

SCHEDULE “1.0”

LIST OF SELLER’S DELIVERIES

1. A copy of all Tenant Leases;

2. Copies of any draft leases relating to any pending lease negotiations, if any

3. Certificate of occupancy for all Tenants, if in Seller’s possession

4. Financial statements on all Tenants and any applicable guarantors relating thereto, if in Seller’s possession

5. Copies of insurance certificates on all Tenants, if required by such Tenants applicable Lease

6. Tenant contacts and phone numbers for both the onsite managers and the corporate headquarters

7. Billing address for all Tenants

8. Notice addresses for all Tenants defaults

9. Copies of gross sales reports for all applicable Tenants for as long as said Tenants were required to report, but not less than the past three (3) years to the extent in Seller’s possession or control.

10. Copies of all warranty agreements

GENERAL PROPERTY INFORMATION

11. Copies of all common area utility bills with account numbers for the past six (6) months

12. Copies of any loan documents on the property, including but not limited to, any notes, deeds of trust, financing statements and security agreements

13. Architectural plans and specs in Seller’s possession

14. Zoning certificate from the applicable governmental authority

15. Copies of all surveys in Seller’s possession

16. Copy of the most current existing survey (the “Survey”) and title policy (together with copies of all back up documentation relating to all matters set forth in such policy) in Seller’s possession

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17. Copies of all Phase I, Phase II and other environmental reports in your possession

18. Copies of all structural/engineering reports in your possession

19. Copies of all ADA related reports in your possession

20. Copies of any soils reports in your possession

21. Tenants site map that ties the rent roll and suite numbers to the map

22. Copies of service/vendor contracts with the contact names, phone numbers and account numbers including any alarm or sprinkler contracts

23. Copies of building, roof, HVAC and equipment warranties

24. Copies of current insurance policies on the property

25. Physical addresses for any vacant space

26. Any current aerial and ground level photographs in Seller’s possession

27. Current demographics for the immediate area and city/town where the property is located

28. Copies of any legal proceedings currently affecting the project

29. Seller’s proposed declaration, reciprocal easement agreement or similar agreement which Seller intends to enter into and record with respect to Phase III of the Shopping Center and the Property providing for cross access, cross parking and other rights affecting Phase III of the Shopping Center and the Property.

PROJECT FINANCIAL INFORMATION

30. Operating statements for the past three (3) years

31. Copies of expense ledgers, CAM reconciliation and Tenants billing statements for the immediately preceding calendar year

32. Copy of tax reconciliation and Tenants billing statements for the immediately preceding calendar year

33. Activity Reconciliation Reports showing the current status of Tenants billing and collections of rent, CAM, tax, insurance and other charges

34. Itemized property operating budget for the current calendar year

35. Year-to-date operating statement

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36. Year-to-date expense ledgers

37. Year-to-date accounting trial balance

38. Rent Receivables Ledger

39. List of all rent abatements, allowances and concessions

40. Current rent roll

41. Rent roll for the previous full calendar year

42. Details on any special assessments or improvement districts

43. List of all security deposits and prepaid rents

44. Property tax billing for the current year and for the past two (2) years

45. A copy of the utility bills, insurance bills and management fee bills for the previous calendar year

46. Year-end trial balance for the previous calendar year

80

OPTIONAL: SCHEDULE “2.0”

ENVIRONMENTAL DISCLOSURE STATEMENT

1. That certain Phase I Environmental Site Assessment Proposed Rockwall Crossing, Phase 2 Interstate Highway 30 at State Highway 205, Rockwall, Texas, dated January 16, 2006, Project No. 12992 prepared by Reed Engineering Group.

2. That certain Limited Subsurface Investigation Proposed Rockwall Crossing, Phase II IH-30 at State Hwy, 205, Rockwall, Texas, dated February 9, 2006, Project No. 13034, prepared by Reed Engineering Group.

81

EX-10.10

Exhibit 10.10

FIRST AMENDMENT TO

PURCHASE AND SALE AGREEMENT

AND JOINT ESCROW INSTRUCTIONS

THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (“First Amendment”), is entered into this 19th day of May by CNLRS ROCKWALL, L.P., a Texas limited partnership (“Seller”), and EXCEL TRUST, L.P., a Delaware limited partnership (“Buyer”), and constitutes an amendment to that certain Purchase and Sale Agreement and Joint Escrow Instructions, made and entered into as of May 6, 2010, by and between Seller and Buyer (“Original Agreement”).

WHEREAS, the parties now desire to amend the Original Agreement in certain respects as set forth herein.

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

1. The first paragraph of Section 4.1 of the Original Agreement is hereby deleted in its entirety and the following is substituted in lieu thereof:

Investigation Period. During the time period commencing upon the Effective Date of this Agreement, and terminating at 11:59 p.m. on May 28, 2010, Buyer shall have the right to conduct and complete an investigation of all matters pertaining to the Property and Buyer’s purchase thereof including, without limitation, the matters described in this Section 4.1.

2. Miscellaneous. Any capitalized term not defined herein shall have the meaning ascribed to it in the Original Agreement. Any provisions in the Original Agreement which are in conflict with this First Amendment shall be controlled by this First Amendment. Except as amended by the provisions of this First Amendment, the Original Agreement shall remain unchanged and in full force and effect. The Original Agreement, as amended hereby, constitutes the sole and only agreement of the parties hereto and supersedes any prior understanding or written or oral agreements between the parties respecting the within subject matter. This First Amendment may be executed in any number of identical counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument. The parties may rely upon faxed or e-mailed signatures.

[SIGNATURES ON THE NEXT PAGE]

IN WITNESS, WHEREOF, the parties hereto have executed this First Amendment as of the date set forth above.

SELLER:
CNLRS ROCKWALL, L.P., a Texas limited partnership
By:	CNLRS Equity Ventures Rockwall, Inc., a Maryland corporation, its Managing General Partner
By:	/s/ Paul E. Bayer
Title:	Executive Vice President
Date:	May 19, 2010
By:	Woodmont Rockwall II, L.P., a Texas limited partnership
By:	Woodmont Rockwall II GP, L.L.C., a Texas limited liability company, its General Partner
By:	/s/ Stephen Coslik
Title:	Managing Member
Date:	May 19, 2010
BUYER:
EXCEL TRUST, L.P., a Delaware limited partnership
By:	Excel Trust, Inc., a Maryland corporation
	Its General Partner
By:	/s/ Mark T. Burton
	Mark T. Burton
Title:	Senior Vice President
Date:	May 19, 2010

2

ACKNOWLEDGMENT OF RECEIPT

A fully executed copy of this First Amendment has been received by the Escrow Agent on this 24^th day of May, 2010, and by its execution hereof, Escrow Agent covenants and agrees to be bound by the terms of the Original Agreement, as amended by this Agreement.

FIRST AMERICAN TITLE INSURANCE COMPANY
By:	/s/ Heather Kucala
Name:	Heather Kucala
Title:	Escrow Officer

3

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT

TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Gary B. Sabin, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Excel Trust, Inc.;

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

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

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

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

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

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

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

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

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

Date: June 4, 2010	/s/ GARY B. SABIN
	Gary B. Sabin
	Chairman and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT

TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, James Y. Nakagawa, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Excel Trust, Inc.;

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

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

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

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

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

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

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

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

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

Date: June 4, 2010	/s/ JAMES Y. NAKAGAWA
	James Y. Nakagawa
	Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

The undersigned, Gary B. Sabin and James Y. Nakagawa, the Chief Executive Officer and Chief Financial Officer, respectively, of Excel Trust, Inc. (the “Company”), pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each hereby certifies that, to the best of his knowledge:

(i) the Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 of the Company (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ GARY B. SABIN

Gary B. Sabin

Chairman and Chief Executive Officer

/s/ JAMES Y. NAKAGAWA

James Y. Nakagawa

Chief Financial Officer

Date: June 4, 2010