Excel Trust, Inc.

The Company has agreed to provide the developer/manager for development projects at the Plaza at Rockwall, Southlake Park Village and Chimney Rock properties with a profit participation interest based on a percentage interest in the positive cash flows of the completed project after the Company has received distributions returning all of its capital investment plus a required rate of return (ranging from an 8% to 12% annualized rate of return). The Company initially records the profit participation interests at the estimated fair value of the obligation at the time of execution of the related agreement. The obligation is adjusted at each reporting date to the greater of the initial fair value at execution, or the estimated amount that would be owed if the obligation were to be settled as of the reporting date. As of June 30, 2015, the Company has recorded $2.4 million for payments expected to be made related to the grants of these profit participation interests within construction in progress for the respective projects under development. The Company made a payment of approximately $1.1 million to the developer as a result of the disposition of the Cedar Square property in May 2015 and the final distribution of funds. The Company recognized a charge to earnings of approximately $560,000 related to changes in the estimated amount owed for the six months ended June 30, 2015, which is included in other operating expenses on the accompanying condensed consolidated statements of operations and comprehensive income.

As of June 30, 2015, the Parent Company had outstanding 3,680,000 shares of 8.125% Series B Cumulative Redeemable Preferred Stock (“Series B preferred stock”), with a liquidation preference of $25.00 per share. The Parent Company pays cumulative dividends on the Series B preferred stock, when, as and if declared by the Parent Company’s board of directors, at a rate of 8.125% per annum, subject to adjustment in certain circumstances. The annual dividend on each share of Series B preferred stock is $2.03125, payable quarterly in arrears on or about the 15th day of January, April, July and October of each year. Holders of the Series B preferred stock generally have no voting rights except for limited voting rights if the Parent Company fails to pay dividends for six or more quarterly periods (whether or not consecutive) and in certain other circumstances. At any time on and after January 31, 2017, the Parent Company may, at its option, redeem the Series B preferred stock, in whole or from time to time in part, by paying $25.00 per share, plus any accrued and unpaid dividends to, but not including, the date of redemption. In addition, upon the occurrence of a change of control, the Parent Company or a successor may, at its option, redeem the Series B preferred stock, in whole or in part and within 120 days after the first date on which such change of control occurred, by paying $25.00 per share, plus any accrued and unpaid dividends to, but not including, the date of redemption.

Five other lawsuits, Branagan v. Excel Trust, Inc., et al., Sciabacucchi v. Excel Trust, Inc., et al., Gonzalez v. Excel Trust, Inc., et al., Werbowsky v. Excel Trust, Inc. et al. and Berkman v. Excel Trust, Inc., et al., raising similar purported class claims, were filed in the Circuit Court for Baltimore City, Case Nos. 24-C-15-002142, 24-C-15-002305, 24-C-15-002412, 24-C-15-002832 and 24-15-002924 on April 29, 2015, May 7, 2015, May 12, 2015, May 29, 2015 and June 2, 2015, respectively. These lawsuits generally allege breaches of fiduciary duties by our directors in connection with the Merger Agreement. More specifically, the complaints allege that the defendants failed to take appropriate steps to maximize stockholder value and improperly favored themselves in connection with the proposed transaction. The complaints further assert that the Merger Agreement contains several deal protection provisions that are unnecessarily preclusive. The five complaints also allege that some or all of the Parent Company, the Operating Partnership, The Blackstone Group L.P., Blackstone Property Partners L.P., BRE Retail Centers, Merger Sub and Merger Partnership aided and abetted the directors’ purported breaches of fiduciary duty. The Werbowsky action also alleges aiding and abetting claims against the Parent Company’s financial advisor, Morgan Stanley & Co., LLC (“Morgan Stanley”), and a derivative claim on behalf of the Parent Company. The lawsuits seek equitable and injunctive relief, including an order enjoining the completion of the proposed Mergers (as such term is defined below in Note 19), rescission of any consummated transaction, attorneys’ fees and expenses, and unspecified damages. The Werbowsky lawsuit also seeks a constructive trust in favor of the plaintiffs in that action. On June 18, 2015, the Court consolidated the Branagan, Sciabacucchi, Gonzalez, Werbowsky and Berkman actions, and the consolidated cases are captioned Branagan, et al. v. Excel Trust, Inc., et al., Case No. 24-C-15-002142.

On July 10, 2015, the Court granted in part and denied in part the motions to dismiss the Branagan action, dismissing the claims against Blackstone and Morgan Stanley, and the derivative claim, with prejudice. On July 15, 2015, Plaintiff Branagan filed a motion for a preliminary injunction, which sought to enjoin the vote of the Parent Company’s common stockholders to approve the Merger Agreement and the Company Merger (as such term is defined below in Note 19) based on alleged disclosure deficiencies in the definitive proxy statement filed by the Parent Company on June 1, 2015. On July 23, 2015, the Court denied plaintiff’s motion for a preliminary injunction, declining to enjoin the vote of the Parent Company’s stockholders to approve the Merger Agreement and the Company Merger, which vote was held on July 28, 2015 and which approval was received, as further described in Note 20 below. We believe the remaining consolidated lawsuit is wholly without merit, we intend to continue to vigorously defend against it and we believe that the impact of the lawsuit would be immaterial to our consolidated financial position, results of operations or cash flows.

On July 10, 2015, the Court granted in part and denied in part the motions to dismiss the Branagan action, dismissing the claims against Blackstone and Morgan Stanley, and the derivative claim, with prejudice. On July 15, 2015, Plaintiff Branagan filed a motion for a preliminary injunction, which sought to enjoin the vote of the Parent Company’s common stockholders to be held at a special meeting to approve the Merger Agreement and the Company Merger based on alleged disclosure deficiencies in the definitive proxy statement filed by the Parent Company on June 1, 2015. On July 23, 2015, the Court denied plaintiff’s motion for a preliminary injunction, declining to enjoin the vote of the Parent Company’s stockholders to approve the Merger Agreement and the Company Merger, which vote was held on July 28, 2015 and which approval was received, as further described in Note 20 to the condensed consolidated financial statements included elsewhere herein. We believe the remaining consolidated lawsuit is wholly without merit, and we intend to continue to vigorously defend against it.