SITC-A SITE Centers Corp

Exhibit 2.1

SEPARATION AND DISTRIBUTION AGREEMENT

BY AND AMONG

SITE CENTERS CORP.,

CURBLINE PROPERTIES CORP.,

AND

CURBLINE PROPERTIES LP

DATED OCTOBER 1, 2024

TABLE OF CONTENTS

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SEPARATION AND DISTRIBUTION AGREEMENT

THIS SEPARATION AND DISTRIBUTION AGREEMENT, dated October 1, 2024 (this “Agreement”), is by and among SITE Centers Corp., an Ohio corporation (“SITC”), Curbline Properties Corp., a Maryland corporation and a direct, wholly owned subsidiary of SITC (“CURB”), and Curbline Properties LP, a Delaware limited partnership (“CURB OP”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

RECITALS

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

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

WHEREAS, to effect the Separation (a) SITC caused CURB OP to be formed as a Delaware limited partnership to serve as the operating partnership of CURB following the consummation of the transactions described in this Agreement, (b) SITC or other SITC Group members have contributed or will contribute their respective interests in the CURB Assets to CURB OP or another CURB Group member, (c) CURB OP or another CURB Group member has assumed or will assume the CURB Liabilities and (d) SITC or another SITC Group member has retained or assumed, or will retain or assume, the SITC Assets and SITC Liabilities;

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

WHEREAS, SITC and CURB have prepared, and CURB has filed with the SEC, the Form 10, which includes the Information Statement and sets forth disclosure concerning CURB, the Separation and the Distribution; and

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

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

For the purpose of this Agreement, the following terms shall have the following meanings:

“Action” shall mean any demand, action, claim, dispute, suit, countersuit, arbitration, inquiry, subpoena, proceeding or investigation of any nature (whether criminal, civil, legislative, administrative, regulatory, prosecutorial or otherwise) by or before any federal, state, local, foreign or international Governmental Authority or any arbitration or mediation tribunal.

“Affiliate” shall mean, when used with respect to a specified Person, a Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified Person. For the purpose of this definition, “control” (including with correlative meanings, “controlled by” and “under common control with”), when used with respect to any specified Person shall mean 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 or other interests, by contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment, undertaking or otherwise. It is expressly agreed that, prior to, at and after the Effective Time, for purposes of this Agreement and the Ancillary Agreements, (a) no member of the CURB Group shall be deemed to be an Affiliate of any member of the SITC Group and (b) no member of the SITC Group shall be deemed to be an Affiliate of any member of the CURB Group.

“Agent” shall mean ComputerShare Inc., a Delaware corporation, and its wholly owned subsidiary ComputerShare Trust Company, N.A., a federally chartered trust company, in the capacity as distribution agent, transfer agent and registrar for the CURB Shares in connection with the Distribution.

“Agreement” shall have the meaning set forth in the Preamble.

“Ancillary Agreement” shall mean all agreements (other than this Agreement) entered into by the Parties and/or members of their respective Groups (but as to which no Third Party is a party) in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement, including the Shared Services Agreement, the Employee Matters Agreement, the Tax Matters Agreement, the Transfer Documents and any other agreement that by its express terms provides that it shall be an Ancillary Agreement for purposes of this Agreement.

“Approvals or Notifications” shall mean any consents, waivers, approvals, permits or authorizations to be obtained from, notices, registrations or reports to be submitted to, or other filings to be made with, any Third Party, including any Governmental Authority.

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“Arbitration Request” shall have the meaning set forth in Section 7.3(a).

“Assets” shall mean, with respect to any Person, the assets, properties, claims and rights (including goodwill) of such Person, wherever located (including in the possession of vendors or other Third Parties or elsewhere), of every kind, character and description, whether real, personal or mixed, tangible, intangible or contingent, in each case whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of such Person, including rights and benefits pursuant to any Contract or Permit.

“Bound Member” shall have the meaning set forth in Section 2.5(b).

“Claimant Party” shall have the meaning set forth in Section 5.1(b).

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Commingled Contract” shall have the meaning set forth in Section 2.8.

“Commingled Properties” shall have the meaning set forth in Section 8.2.

“Continuing Contracts” shall have the meaning set forth in Section 2.7(b)(ii).

“Contract” shall mean any contract, lease, license, permit, indenture, note, bond, mortgage, agreement, concession, franchise, instrument, undertaking, commitment, understanding or other arrangement, whether written or oral, that is binding on any Person or any part of its property under applicable Law.

“CPR” shall have the meaning set forth in Section 7.2.

“CURB” shall have the meaning set forth in the Preamble.

“CURB Accounts” shall have the meaning set forth in Section 2.9(a).

“CURB Assets” shall have the meaning set forth in Section 2.2(a).

“CURB Business” shall mean the business, operations and activities of the SITC Group relating primarily to the CURB Properties as conducted at any time prior to the Effective Time by either Party or any of their current or former Subsidiaries.

“CURB Bylaws” shall mean the amended and restated bylaws of CURB, substantially in the form of Exhibit B.

“CURB Charter” shall mean the articles of amendment and restatement of CURB, substantially in the form of Exhibit A.

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“CURB Contracts” shall mean the following Contracts to which either Party or any member of its Group is a party or by which it or any member of its Group or any of their respective Assets is bound, whether or not in writing; provided that CURB Contracts shall not include any Contracts that are contemplated to be retained by SITC or any member of the SITC Group from and after the Effective Time pursuant to any provision of this Agreement or any Ancillary Agreement:

(a) any leases relating primarily to any CURB Property pursuant to which a Third Party leases all or any portion of such CURB Property;

(b) any joint venture, shareholder, equityholder, partnership or similar agreements with any Third Party relating primarily to any CURB Property;

(c) any customer, distribution, supply, marketing, vendor or other contract, agreement or license, in each case with a Third Party and in effect as of the Effective Time, pursuant to which such Third Party provides or receives products or services to or from either Party or any member of its Group, primarily in connection with the CURB Business, excluding any such Contracts for services that are addressed in any Ancillary Agreement;

(d) any guarantee, indemnity, representation, covenant, warranty or other Liability of either Party or any member of its Group relating primarily to any other CURB Contract, any CURB Liability or the CURB Business;

(e) any employment, change of control, retention, consulting, indemnification, termination, severance or other similar agreement with any employee or consultants of the CURB Group that is in effect as of the Effective Time;

(f) any Contract that is otherwise expressly contemplated pursuant to this Agreement or any of the Ancillary Agreements to be assigned to CURB or any member of the CURB Group;

(g) any interest rate, currency, commodity or other swap, collar, cap or other hedging or similar agreements or arrangements related primarily to the CURB Business or entered into by or on behalf of any member of the CURB Group;

(h) any contract, guarantee, note, mortgage, bond, debenture or other agreement providing for indebtedness, whether secured or unsecured, which relates primarily to the CURB Business, including the CURB Financing Arrangements; and

(i) any Contract for any pending or completed acquisition of any real property (or of equity interests in a Person that owns any real property) related primarily to the CURB Business or entered into by or on behalf of any member of the CURB Group.

“CURB Financing Arrangements” shall mean the indebtedness under which CURB and/or other members of the CURB Group are borrowers thereunder as set forth on Schedule 1.1.

“CURB Group” shall mean (a) prior to the Effective Time, CURB and each Person that will be a Subsidiary of CURB as of immediately after the Effective Time, including the Transferred Entities, even if, prior to the Effective Time, such Person is not a Subsidiary of CURB; and (b) on and after the Effective Time, CURB and each Person that is a Subsidiary of CURB.

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“CURB Indemnitees” shall have the meaning set forth in Section 4.3.

“CURB Intellectual Property” shall mean all Intellectual Property owned by, licensed by or to, or sublicensed by or to either Party or any member of its Group as of the Effective Time primarily used or held primarily for use in the CURB Business as of the Effective Time, but excluding any Software or Technology owned or licensed by either Party or any member of its Group.

“CURB Liabilities” shall have the meaning set forth in Section 2.3(a).

“CURB OP” shall have the meaning set forth in the Preamble.

“CURB Permits” shall mean all Permits owned or licensed by either Party or any member of its Group primarily used or held primarily for use in the CURB Business as of the Effective Time.

“CURB Properties” shall mean the real properties set forth on Schedule 1.2.

“CURB Shares” shall have the meaning set forth in the Recitals.

“Delayed CURB Asset” shall have the meaning set forth in Section 2.4(c).

“Delayed CURB Liability” shall have the meaning set forth in Section 2.4(c).

“Designated Party” shall have the meaning set forth in Section 2.5(b).

“Disclosure Document” shall mean any registration statement (including the Form 10) filed with the SEC by or on behalf of any Party or any member of its Group, and also includes any information statement (including the Information Statement), prospectus, offering memorandum, offering circular, periodic report or similar disclosure document, whether or not filed with the SEC or any other Governmental Authority, in each case that describes the Separation, the Distribution or the CURB Group, or primarily relates to the transactions contemplated hereby.

“Dispute” shall have the meaning set forth in Section 7.1.

“Distribution” shall have the meaning set forth in the Recitals.

“Distribution Date” shall mean the date of the consummation of the Distribution, which shall be determined by the SITC Board in its sole and absolute discretion.

“Effective Time” shall mean 12:01 a.m., Eastern time, on the Distribution Date.

“Employee Matters Agreement” shall mean the employee matters agreement to be entered into by and among SITC, CURB and CURB OP in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement, as it may be amended from time to time.

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“Environmental Law” shall mean any Law relating to pollution, protection or restoration of or prevention of harm to the environment or natural resources, including the use, handling, transportation, treatment, storage, disposal, Release or discharge of Hazardous Materials or the protection of or prevention of harm to human health and safety.

“Exchange Act” shall mean the U.S. Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder.

“Final Cash Balance” shall have the meaning set forth in Section 2.9(g).

“Force Majeure” shall mean, with respect to a Party, an event beyond the reasonable control of such Party (or any Person acting on its behalf), which event (a) does not arise or result from the fault or negligence of such Party (or any Person acting on its behalf) and (b) by its nature would not reasonably have been foreseen by such Party (or such Person), or, if it would reasonably have been foreseen, was unavoidable, and includes acts of God, acts of civil or military authority, acts of terrorism, cyberattacks, embargoes, epidemics, pandemics (including COVID-19), disease outbreaks (or worsening) and public health crises (including any restrictions that relate to or arise out of any such disease outbreaks or public health crises), war, riots, insurrections, fires, explosions, earthquakes, floods, unusually severe weather conditions, labor problems or, in the case of computer systems, any significant and prolonged failure in electrical or air conditioning equipment. Notwithstanding the foregoing, the receipt by a Party of an unsolicited takeover offer or other acquisition proposal, even if unforeseen or unavoidable, and such Party’s response thereto, shall not be deemed an event of Force Majeure.

“Form 10” shall mean the registration statement on Form 10 filed by CURB with the SEC to effect the registration of CURB Shares pursuant to the Exchange Act in connection with the Distribution, as such registration statement may be amended or supplemented from time to time prior to the Distribution.

“Governmental Authority” shall mean any nation or government, any state, municipality or other political subdivision thereof, and any entity, body, agency, commission, department, board, bureau, court, tribunal or other instrumentality, whether federal, state, local, domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory, administrative or other similar functions of, or pertaining to, government and any executive official thereof.

“Group” shall mean either the CURB Group or the SITC Group, as the context requires.

“Hazardous Materials” shall mean any chemical, material, substance, waste, pollutant, emission, discharge, release or contaminant that could result in Liability under, or that is prohibited, limited or regulated by or pursuant to, any Environmental Law, and any natural or artificial substance (whether solid, liquid or gas, noise, ion, vapor or electromagnetic) that could cause harm to human health or the environment, including petroleum, petroleum products and byproducts, asbestos and asbestos-containing materials, urea formaldehyde foam insulation, electronic, medical or infectious wastes, polychlorinated biphenyls, radon gas, radioactive substances, chlorofluorocarbons and all other ozone-depleting substances.

“Indemnifying Party” shall have the meaning set forth in Section 4.4(a).

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“Indemnitee” shall have the meaning set forth in Section 4.4(a).

“Indemnity Payment” shall have the meaning set forth in Section 4.4(a).

“Information” shall mean information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including studies, forecasts, budgets, reports, records, books, Contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, research and development files, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other software, marketing plans, customer and tenant names, vendor data, communications by or to attorneys (including attorney-client privileged communications), memos and other materials prepared by attorneys or under their direction (including attorney work product), and other technical, financial, employee or business information or data.

“Information Statement” shall mean the information statement to be made available to the Record Holders in connection with the Distribution, as such information statement may be amended or supplemented from time to time prior to the Distribution.

“Initial Notice” shall have the meaning set forth in Section 7.1.

“Insurance Proceeds” shall mean those monies:

in any such case net of any applicable premium adjustments (including reserves and retrospectively rated premium adjustments) and net of any costs or expenses incurred in the collection thereof.

“Insured Party” shall have the meaning set forth in Section 5.1(b).

“Intellectual Property” shall mean all of the following whether arising under the Laws of the United States or of any foreign or multinational jurisdiction: (a) patents, patent applications (including patents issued thereon) and statutory invention registrations, including reissues, divisions, continuations, continuations in part, substitutions, renewals, extensions and reexaminations of any of the foregoing, and all rights in any of the foregoing provided by international treaties or conventions; (b) trademarks, service marks, trade names, service names, trade dress, logos and other source or business identifiers, including all goodwill associated with any of the foregoing, and any and all common law rights in and to any of the foregoing, registrations and applications for registration of any of the foregoing, all rights in and to any of the foregoing provided by international treaties or conventions, and all reissues, extensions and renewals of any of the foregoing; (c) Internet domain names, accounts or “handles” with Facebook, LinkedIn, Twitter and similar social media platforms, registrations and related rights; (d) copyrightable works, copyrights, moral rights, mask work rights, database rights and design rights, in each case, other than Software, whether or not registered, and all registrations and applications for registration of any of the foregoing, and all rights in and to any of the foregoing provided by international treaties or conventions; (e) confidential and proprietary information, including trade secrets, invention disclosures, processes and know-how, in each case, other than Software; and (f) intellectual property rights arising from or in respect of any Technology.

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“IRS” shall mean the U.S. Internal Revenue Service.

“Law” shall mean any national, supranational, federal, state, provincial, local or similar law (including common law), statute, code, order, ordinance, rule, regulation, treaty, license, permit, authorization, approval, consent, decree, injunction, binding judicial or administrative interpretation or other requirement, in each case, enacted, promulgated, issued or entered by a Governmental Authority.

“Lease Agreement” means the form of lease agreement attached to Schedule 1.3.

“Liabilities” shall mean all liabilities, debts, guarantees, assurances, commitments, responsibilities, Losses, remediation, deficiencies, fines, settlements, sanctions, expenses, interest and obligations of any nature or kind, whether accrued or fixed, absolute or contingent, matured or unmatured, accrued or not accrued, asserted or unasserted, liquidated or unliquidated, foreseen or unforeseen, known or unknown, reserved or unreserved, or determined or determinable, including those arising under any Law, claim (including any Third-Party Claim), Action, or order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority or arbitration tribunal, and those arising under any Contract, promise, release, warranty, commitment or undertaking, or any fines, damages or equitable relief that is imposed, in each case, including all costs and expenses relating thereto.

“Losses” shall mean actual losses (including any diminution in value), costs, Taxes, damages, penalties and expenses (including costs or expenses incurred by a Person for repairing or replacing any lost or damaged property, lost business income, extra expense, legal and accounting fees, and expenses and costs of investigation and litigation), whether or not involving a Third-Party Claim.

“Managing Party” shall have the meaning set forth in Section 4.11(d).

“Mediation Request” shall have the meaning set forth in Section 7.2.

“Mixed Actions” shall have the meaning set forth in Section 4.11(c).

“Non-Managing Party” shall have the meaning set forth in Section 4.11(d).

“Notice” shall have the meaning set forth in Section 10.5.

“NYSE” shall mean the New York Stock Exchange.

“Option Notice Deadline” shall have the meaning set forth in Section 8.4.

“Option Purchase Price” shall have the meaning set forth in Section 8.4.

“Option Trigger Date” shall have the meaning set forth in Section 8.4.

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“Parties” shall mean the parties to this Agreement.

“Permits” shall mean permits, approvals, authorizations, consents, licenses or certificates issued by any Governmental Authority.

“Person” shall mean an individual, a general or limited partnership, a corporation, a trust, a joint venture, an unincorporated organization, a limited liability entity, any other entity and any Governmental Authority.

“Privileged Information” shall mean any information, in written, oral, electronic or other tangible or intangible forms, including any communications by or to attorneys (including attorney-client privileged communications), memoranda and other materials prepared by attorneys or under their direction (including attorney work product), as to which a Party or any member of its Group would be entitled to assert or have asserted a privilege, including the attorney-client and attorney work product privileges.

“Purchase Option” shall have the meaning set forth in Section 8.4.

“Purchase Option Company” shall have the meaning set forth in Section 8.4.

“Record Date” shall mean the close of business on the date to be determined by the SITC Board as the record date for the Record Holders entitled to receive CURB Shares pursuant to the Distribution.

“Record Holders” shall have the meaning set forth in the Recitals.

“Redevelopment Projects” shall have the meaning set forth in Section 8.3.

“REIT” shall mean “a real estate investment trust” within the meaning of Section 856 of the Code.

“Release” shall mean any release, spill, emission, discharge, leaking, pumping, pouring, dumping, injection, deposit, disposal, dispersal, leaching or migration of Hazardous Materials into the environment (including ambient air, surface water, groundwater and surface or subsurface strata).

“Representatives” shall mean, with respect to any Person, any of such Person’s directors, officers, employees, agents, consultants, advisors, accountants, attorneys or other representatives.

“SEC” shall mean the U.S. Securities and Exchange Commission.

“Security Interest” shall mean any mortgage, security interest, pledge, lien, charge, claim, option, right to acquire, voting or other restriction, right-of-way, covenant, condition, easement, encroachment, restriction on transfer or other encumbrance of any nature whatsoever.

“Separation” shall have the meaning set forth in the Recitals.

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“Shared Services Agreement” shall mean the shared services agreement to be entered into by and among SITC, CURB and CURB OP in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement, as it may be amended from time to time.

“SITC” shall have the meaning set forth in the Preamble.

“SITC Accounts” shall have the meaning set forth in Section 2.9(a).

“SITC Assets” shall have the meaning set forth in Section 2.2(b).

“SITC Board” shall have the meaning set forth in the Recitals.

“SITC Business” shall mean all businesses, operations and activities (whether or not such businesses, operations or activities are or have been terminated, divested or discontinued) conducted at any time prior to the Effective Time by either Party or any member of its Group, other than the CURB Business.

“SITC Group” shall mean SITC and each Person that is a Subsidiary of SITC (other than CURB and any other member of the CURB Group).

“SITC Indemnitees” shall have the meaning set forth in Section 4.2.

“SITC Liabilities” shall have the meaning set forth in Section 2.3(b).

“SITC Name and SITC Marks” shall mean the names, marks, trade dress, logos, monograms, domain names and other source or business identifiers of either Party or any member of its Group using or containing “SITE Centers Corp.,” “SITE” or “SITC,” either alone or in combination with other words or elements, and all names, marks, trade dress, logos, monograms, domain names and other source or business identifiers confusingly similar to or embodying any of the foregoing either alone or in combination with other words or elements, together with the goodwill associated with any of the foregoing.

“SITC Shares” shall have the meaning set forth in the Recitals.

“Software” shall mean any and all (a) computer programs, including any and all software implementation of algorithms, models and methodologies, whether in source code, object code, human readable form or other form; (b) databases and compilations, including any and all data and collections of data, whether machine readable or otherwise; (c) descriptions, flow charts and other work products used to design, plan, organize and develop any of the foregoing; (d) screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons and icons; and (e) documentation, including user manuals and other training documentation, relating to any of the foregoing.

“Subdivision” has the meaning set forth in Section 8.2.

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“Subsidiary” shall mean, with respect to any Person, any other Person of which such Person (a) beneficially owns, either directly or indirectly, more than fifty percent (50%) of (i) the total combined voting power of all classes of voting securities, (ii) the total combined equity interests or (iii) the capital or profit interests, in the case of a partnership, or (b) otherwise has the power to elect, either directly or indirectly, a majority of the board of directors or similar governing body.

“Tangible Information” shall mean information that is contained in written, electronic or other tangible forms.

“Target Cash Amount” shall mean $800,000,000.

“Tax Matters Agreement” means that certain Tax Matters Agreement by and among SITC, CURB and CURB OP dated as of the date hereof.

“Tax or Taxes” shall have the meaning set forth in the Tax Matters Agreement.

“Technology” shall mean all technology, hardware, computers, servers, workstations, routers, hubs, switches, data communication lines, network and telecommunications equipment, Internet-related information technology infrastructure and other information technology equipment, in each case, other than Software.

“Third Party” shall mean any Person other than the Parties or any members of their respective Groups.

“Third-Party Claim” shall have the meaning set forth in Section 4.5(a).

“Transfer Documents” shall have the meaning set forth in Section 2.1(b).

“Transferred Entities” shall mean the entities set forth on Schedule 1.4.

“Unreleased Liability” shall have the meaning set forth in Section 2.5(b).

ARTICLE II

THE SEPARATION

2.1 Transfer of Assets and Assumption of Liabilities.

(a) Prior to the Distribution:

(i) Transfer and Assignment of CURB Assets. SITC shall, and shall cause the applicable members of the SITC Group to, contribute, assign, transfer, convey and deliver to CURB OP or the other applicable members of the CURB Group, and CURB OP or the other applicable members of the CURB Group shall accept from SITC and the applicable members of the SITC Group, all of SITC’s and such SITC Group members’ respective direct or indirect right, title and interest in and to all of the CURB Assets (it being understood that if any CURB Asset shall be held by a Transferred Entity or a wholly owned Subsidiary of a Transferred Entity, such CURB Asset may be assigned, transferred, conveyed and delivered to CURB OP as a result of the transfer of all of the equity interests in such Transferred Entity from SITC or the applicable members of the SITC Group to the applicable member of the CURB Group), such that the CURB Group will own, to the extent it does not already own, all of the CURB Assets.

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(ii) Acceptance and Assumption of CURB Liabilities. CURB OP or the other applicable members of the CURB Group shall accept, assume and agree faithfully to perform, discharge and fulfill all of the CURB Liabilities in accordance with their respective terms (it being understood that if any CURB Liability shall be held by a Transferred Entity or a wholly owned Subsidiary of a Transferred Entity, such CURB Liability may be assumed by CURB OP as a result of the transfer of all of the equity interests in such Transferred Entity from SITC or the applicable members of the SITC Group to the applicable member of the CURB Group), such that the CURB Group will be responsible for all CURB Liabilities in accordance with their respective terms.

(b) Transfer Documents. In furtherance of the contribution, assignment, transfer, conveyance and delivery of the Assets and the assumption of the Liabilities in accordance with Section 2.1(a), on or after the Distribution Date, (i) each Party shall execute and deliver, and shall cause the applicable members of its Group to execute and deliver, such bills of sale, quitclaim deeds, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of such Party’s and the applicable members of its Group’s right, title and interest in and to such Assets to the other Party and the applicable members of its Group in accordance with Section 2.1(a); and (ii) each Party shall execute and deliver, and shall cause the applicable members of its Group to execute and deliver, to the other Party such assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the Liabilities by such Party and the applicable members of its Group in accordance with Section 2.1(a). All of the foregoing documents contemplated by this Section 2.1(b) shall be referred to collectively herein as the “Transfer Documents.”

(c) Misallocations. In the event that at any time or from time to time (whether prior to, at or after the Effective Time), one Party (or any member of such Party’s respective Group) shall receive or otherwise possess any Asset that is or should have been allocated to the other Party (or any member of such Party’s Group) pursuant to this Agreement or any Ancillary Agreement, such Party shall promptly transfer, or cause to be transferred, such Asset to the Party so entitled thereto (or to any member of such Party’s Group), and such Party (or member of such Party’s Group) shall accept such Asset. Prior to any such transfer, the Person receiving or possessing such Asset shall hold such Asset in trust for any such other Person. In the event that at any time or from time to time (whether prior to, at or after the Effective Time), one Party (or any member of such Party’s Group) shall receive or otherwise assume any Liability that is or should have been allocated to the other Party (or any member of such Party’s Group) pursuant to this Agreement or any Ancillary Agreement, such Party shall promptly transfer, or cause to be transferred, such Liability to the Party responsible therefor (or to any member of such Party’s Group), and such Party (or member of such Party’s Group) shall accept, assume and agree to faithfully perform such Liability. For the avoidance of doubt, in the event that at any time or from time to time (whether prior to, at or after the Effective Time), one Party (or any member of such Party’s respective Group) shall make a payment in respect of any Liability that the Parties agree is allocated to the other Party pursuant to this Agreement or otherwise, such other Party shall reimburse the first Party for the amount so paid as promptly as is reasonably practicable.

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(d) Waiver of Bulk-Sale and Bulk-Transfer Laws. CURB and each member of the CURB Group hereby waives compliance by each and every member of the SITC Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may be applicable with respect to the transfer or sale of any or all of the CURB Assets or CURB Properties to any member of the CURB Group. SITC and each member of the SITC Group hereby waives compliance by each and every member of the CURB Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may be applicable with respect to the transfer or sale of any or all of the SITC Assets to any member of the SITC Group.

2.2 CURB Assets.

(a) CURB Assets. For purposes of this Agreement, “CURB Assets” shall mean:

(i) all issued and outstanding capital stock or other equity interests of the Transferred Entities that are owned by either Party or any members of its Group as of the Effective Time;

(ii) all interests in the CURB Properties of whatever nature, including easements, whether as owner, mortgagee or holder of a Security Interest in the CURB Properties, lessor (including, for the avoidance of doubt, all leases relating primarily to any CURB Property pursuant to which a Third Party leases all or any portion of such CURB Property, and all rights of the landlord thereunder), sublessor, lessee, sublessee or otherwise, and including all buildings or structures located thereon, and all associated parking areas, fixtures and all other improvements located thereon, and including all rights, benefits, privileges, tenements, hereditaments, covenants, conditions, restrictions, easements and other appurtenances on any CURB Property or otherwise appertaining to or benefitting any CURB Property and/or the improvements situated thereon, including all mineral rights, development rights, air and water rights, subsurface rights, vested rights entitling, or prospective rights which may entitle, the owner of any CURB Property to related easements, land use rights, air rights, viewshed rights, density credits, water, sewer, electrical and other utility service, credits and/or rebates, strips and gores and any land lying in the bed of any street, road, alley, open or proposed, adjoining any CURB Property, and all easements, rights of way and other appurtenances used or connected with the beneficial use or enjoyment of any CURB Property;

(iii) all (A) tangible equipment, machinery, supplies, furniture and other tangible personal property either (1) primarily used or held primarily for use in the CURB Business that is located in the ordinary course of business at a CURB Property or (2) exclusively used or held for use in the CURB Business and (B) except as set forth on Schedule 2.2(b)(vi), all motor vehicles primarily used or held primarily for use in the CURB Business or provided for the use of a CURB Group employee;

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(iv) all accounts receivable and prepaid assets primarily related to the CURB Business;

(v) all cash and cash equivalents and marketable securities contained in any CURB Accounts as of the close of business on the day prior to the Effective Time;

(vi) all Assets of either Party or any of the members of its Group as of the Effective Time that are expressly provided by this Agreement or any Ancillary Agreement as Assets to be transferred to CURB or any other member of the CURB Group;

(vii) all CURB Contracts as of the Effective Time and all rights, interests or claims of either Party or any of the members of its Group thereunder as of the Effective Time;

(viii) all (A) CURB Intellectual Property as of the Effective Time and all rights, interests or claims of either Party or any of the members of its Group thereunder as of the Effective Time and (B) all goodwill of the CURB Business other than goodwill associated with any Intellectual Property of either Party or any of the members of its Group as of the Effective Time (other than the CURB Intellectual Property), including the SITC Name and SITC Marks;

(ix) all CURB Permits as of the Effective Time and all rights, interests or claims of either Party or any of the members of its Group thereunder as of the Effective Time;

(x) all rights to causes of Action that are primarily related to the CURB Business;

(xi) all rights, interests and claims of either Party or any of the members of its Group as of the Effective Time with respect to Information that is primarily related to the CURB Assets, the CURB Liabilities, the CURB Business or the Transferred Entities and, subject to the provisions of the applicable Ancillary Agreements, a non-exclusive right to all Information that is less than primarily related to the CURB Assets, the CURB Liabilities, the CURB Business or the Transferred Entities; and

(xii) to the extent not of a nature already covered by subclauses (i) – (iv) or (vii) – (x), any and all other Assets, of whatever sort, nature or description, primarily used or held primarily for use in the CURB Business.

Notwithstanding the foregoing, the CURB Assets shall not in any event include any Asset referred to in Section 2.2(b).

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(b) SITC Assets. For the purposes of this Agreement, “SITC Assets” shall mean all Assets of either Party or the members of its Group as of the Effective Time, other than the CURB Assets, it being understood that the SITC Assets shall include:

(i) all Assets that are expressly contemplated by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Assets to be retained by SITC or any other member of the SITC Group;

(ii) all Contracts of either Party or any of the members of its Group as of the Effective Time (other than the CURB Contracts);

(iii) all Intellectual Property of either Party or any of the members of its Group as of the Effective Time (other than the CURB Intellectual Property), including the SITC Name and SITC Marks and any Software or Technology owned by, licensed by or sublicensed by or to either Party or any member of its Group;

(iv) any computers, smart phones and similar communications equipment provided by either Group in connection with its employees’ performance of services;

(v) all Permits of either Party or any of the members of its Group as of the Effective Time (other than the CURB Permits); and

(vi) any and all Assets set forth on Schedule 2.2(b)(vi).

2.3 CURB Liabilities; SITC Liabilities.

(a) CURB Liabilities. For the purposes of this Agreement, “CURB Liabilities” shall mean the following Liabilities of either Party or any of the members of its Group:

(i) any and all Liabilities to the extent that such Liabilities relate to, arise out of or result from the operation or conduct of the CURB Business or ownership or use of any CURB Asset after the Effective Time;

(ii) any and all Liabilities relating to, arising out of or resulting from the CURB Contracts or the CURB Permits to the extent that such Liabilities relate to, arise out of or result from conduct or activity after the Effective Time and do not relate to any failure to perform, improper performance or other breach, default or violation of any member of the SITC Group or the CURB Group prior to the Effective Time;

(iii) any and all Liabilities relating to, arising out of or resulting from the CURB Financing Arrangements, except for any costs or expenses arising in connection with the closing of such CURB Financing Arrangements;

(iv) any and all Liabilities that are expressly provided by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Liabilities to be assumed by CURB or any other member of the CURB Group, and all agreements, obligations and Liabilities of any member of the CURB Group under this Agreement or any of the Ancillary Agreements;

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(v) any and all Liabilities arising out of claims made by any Third Party (including SITC’s or CURB’s respective directors, officers, shareholders, employees and agents) against any member of the SITC Group or the CURB Group to the extent relating to, arising out of or resulting from the Liabilities referred to in clauses (i) through (iv) above; and

(vi) any and all Liabilities set forth on Schedule 2.3(a)(vi).

Notwithstanding the foregoing, the CURB Liabilities shall not in any event include any Liabilities referred to in Section 2.3(b).

(b) SITC Liabilities. For the purposes of this Agreement, “SITC Liabilities” shall mean:

(i) any and all Liabilities set forth on Schedule 2.3(b)(i);

(ii) any and all Liabilities relating to, arising out of or resulting from actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time) of any member of the SITC Group and, prior to the Effective Time, any member of the CURB Group, in each case that are not CURB Liabilities;

(iii) any and all Liabilities that are expressly provided by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Liabilities to be assumed or retained by SITC or any other member of the SITC Group, and all agreements, obligations and Liabilities of any member of the SITC Group under this Agreement or any of the Ancillary Agreements;

(iv) any costs or expenses arising in connection with the closing of the CURB Financing Arrangements; and

(v) any and all Liabilities arising out of claims made by any Third Party (including SITC’s or CURB’s respective directors, officers, shareholders, employees and agents) against any member of the SITC Group or the CURB Group to the extent relating to, arising out of or resulting from the SITC Business or the SITC Assets or the other Liabilities referred to in clauses (i) through (iii) above.

2.4 Approvals and Notifications.

(a) Approvals and Notifications for CURB Assets. To the extent that the transfer or assignment of any CURB Asset, the assumption of any CURB Liability, the Separation or the Distribution requires any Approvals or Notifications, the Parties shall use their commercially reasonable efforts to obtain or make such Approvals or Notifications as soon as reasonably practicable; provided, however, that, except to the extent expressly provided in this Agreement or any of the Ancillary Agreements or as otherwise agreed between SITC and CURB, neither SITC nor CURB shall be obligated to contribute capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to obtain or make such Approvals or Notifications.

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(b) Delayed CURB Transfers. Without limiting or modifying the covenants and agreements set forth in Section 8.2, and to the extent that the valid, complete and perfected transfer or assignment to the CURB Group of any CURB Asset or assumption by the CURB Group of any CURB Liability would be a violation of applicable Law or require any Approval or Notification in connection with the Separation or the Distribution that has not been obtained or made by the Effective Time, then, unless the Parties mutually shall otherwise determine, the transfer or assignment to the CURB Group of such CURB Assets or the assumption by the CURB Group of such CURB Liabilities, as the case may be, shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Approvals or Notifications have been obtained or made. Notwithstanding the foregoing, any such CURB Assets or CURB Liabilities shall continue to constitute CURB Assets and CURB Liabilities for all other purposes of this Agreement.

(c) Treatment of Delayed CURB Assets and Delayed CURB Liabilities. If any transfer or assignment of any CURB Asset or any assumption of any CURB Liability intended to be transferred, assigned or assumed hereunder, as the case may be, is not consummated on or prior to the Effective Time, whether as a result of the provisions of Section 2.4(b) or for any other reason (any such CURB Asset, a “Delayed CURB Asset” and any such CURB Liability, a “Delayed CURB Liability”), then, insofar as reasonably possible and subject to applicable Law, the member of the SITC Group retaining such Delayed CURB Asset or such Delayed CURB Liability, as the case may be, shall thereafter hold such Delayed CURB Asset or Delayed CURB Liability, as the case may be, for the use and benefit or burden, as applicable, of the member of the CURB Group entitled thereto (at the expense of the member of the CURB Group entitled thereto). In addition, the member of the SITC Group retaining such Delayed CURB Asset or such Delayed CURB Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Delayed CURB Asset or Delayed CURB Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the member of the CURB Group to whom such Delayed CURB Asset is to be transferred or assigned, or which will assume such Delayed CURB Liability, as the case may be, in order to place such member of the CURB Group in a substantially similar position as if such Delayed CURB Asset or Delayed CURB Liability had been transferred, assigned or assumed as contemplated hereby and so that all the benefits and burdens relating to such Delayed CURB Asset or Delayed CURB Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Delayed CURB Asset or Delayed CURB Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Effective Time to the CURB Group.

(d) Transfer of Delayed CURB Assets and Delayed CURB Liabilities. If and when the Approvals or Notifications, the absence of which caused the deferral of transfer or assignment of any Delayed CURB Asset or the deferral of assumption of any Delayed CURB Liability pursuant to Section 2.4(b), are obtained or made, and, if and when any other legal impediments for the transfer or assignment of any Delayed CURB Asset or the assumption of any Delayed CURB Liability have been removed, the transfer or assignment of the applicable Delayed CURB Asset or the assumption of the applicable Delayed CURB Liability, as the case may be, shall be effected in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement.

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(e) Costs for Delayed CURB Assets and Delayed CURB Liabilities. Any member of the SITC Group retaining a Delayed CURB Asset or Delayed CURB Liability due to the deferral of the transfer or assignment of such Delayed CURB Asset or the deferral of the assumption of such Delayed CURB Liability, as the case may be, shall not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced (or otherwise made available) by CURB or the member of the CURB Group entitled to or burdened by the Delayed CURB Asset or Delayed CURB Liability, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by CURB or the member of the CURB Group entitled to or burdened by such Delayed CURB Asset or Delayed CURB Liability; provided, however, that the SITC Group shall not allow the loss or diminution of value of any Delayed CURB Asset without first providing the CURB Group commercially reasonable notice of such potential loss or diminution in value and affording the CURB Group a commercially reasonable opportunity to take action to prevent such loss or diminution in value.

2.5 Novation of Liabilities.

(a) Each of SITC and CURB, at the request of the other, shall use its commercially reasonable efforts to obtain, or to cause to be obtained, as soon as reasonably practicable, any consent, substitution, approval or amendment required to novate or assign all CURB Liabilities or SITC Liabilities, as the case may be, and obtain in writing the unconditional release of each member of the other Group that is a party to any such arrangements, so that, in any such case, (i) the members of the CURB Group shall be solely responsible for such CURB Liabilities and (ii) the members of the SITC Group shall be solely responsible for such SITC Liabilities; provided, however, that, except as otherwise expressly provided in this Agreement or any of the Ancillary Agreements, neither SITC nor CURB shall be obligated to contribute any capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Third Party from whom any such consent, substitution, approval, amendment or release is requested.

(b) If SITC or CURB is unable to obtain, or to cause to be obtained, any such required consent, substitution, approval, amendment or release and the applicable member of the Group (the “Bound Member”) continues to be bound by such Liability (or any Contract, in each case, pursuant to which any such Liability arises) with respect to which such Bound Member would not be bound or responsible had such required consent, substitution, approval, amendment or release been obtained (each, an “Unreleased Liability”), the Party whose Group such Liability is allocated under this Agreement (the “Designated Party”) shall, to the extent not prohibited by Law, as indemnitor, guarantor, agent or subcontractor for such Bound Member, as the case may be, (i) pay, perform and discharge fully all of the obligations or other Liabilities of such Bound Member that constitute Unreleased Liabilities from and after the Effective Time and (ii) use its commercially reasonable efforts to effect such payment, performance or discharge prior to the time any demand for such payment, performance or discharge is permitted to be made by the obligee thereunder on any member of the Group of the Bound Member. If and when any such consent, substitution, approval, amendment or release shall be obtained or the Unreleased Liabilities shall otherwise become assignable or able to be novated, the Bound Member shall promptly assign, or cause to be assigned, and Designated Party or the applicable member of its Group shall assume, such Unreleased Liabilities without exchange of further consideration.

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2.6 Treatment of Guarantees. In furtherance of, and not in limitation of, the obligations set forth in Section 2.5:

(a) Each of SITC and CURB shall, at the request of the other Party and with the reasonable cooperation of such other Party and the applicable member(s) of such Party’s Group, use commercially reasonable efforts to (i) have any member(s) of the SITC Group removed as guarantor of, indemnitor of or obligor for any CURB Liability, including the removal of any Security Interest on or in any SITC Asset that may serve as collateral or security for any such CURB Liability; and (ii) have any member(s) of the CURB Group removed as guarantor of, indemnitor of or obligor for any SITC Liability, including the removal of any Security Interest on or in any CURB Asset that may serve as collateral or security for any such SITC Liability.

(b) To the extent required to obtain a release from a guarantee or indemnity of:

(i) any member of the SITC Group, CURB or one or more members of the CURB Group shall execute a guarantee or indemnity agreement in the form of the existing guarantee or indemnity or such other form as is agreed to by the relevant parties to such guarantee or indemnity agreement, which agreement shall include the removal of any Security Interest on or in any SITC Asset that may serve as collateral or security for any such CURB Liability, except to the extent that such existing guarantee or indemnity contains representations, covenants or other terms or provisions either (A) with which CURB would be reasonably unable to comply or (B) which CURB would not reasonably be able to avoid breaching; and

(ii) any member of the CURB Group, SITC or one or more members of the SITC Group shall execute a guarantee or indemnity agreement in the form of the existing guarantee or indemnity or such other form as is agreed to by the relevant parties to such guarantee or indemnity agreement, which agreement shall include the removal of any Security Interest on or in any CURB Asset that may serve as collateral or security for any such SITC Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (A) with which SITC would be reasonably unable to comply or (B) which SITC would not reasonably be able to avoid breaching.

(c) Until such time as SITC or CURB has obtained, or has caused to be obtained, any removal or release as set forth in clauses (a) and (b) of this Section 2.6, (i) the Party or the relevant member of its Group that has assumed the Liability related to such obligation or guarantee shall indemnify, defend and hold harmless the guarantor or obligor against or from any Liability arising from or relating thereto in accordance with the provisions of Article IV and shall, as agent or subcontractor for such guarantor, indemnitor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor, indemnitor or obligor thereunder; and (ii) each of SITC and CURB, on behalf of itself and the other members of its respective Group, agree not to renew or extend the term of, increase any

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obligations under, or transfer to a Third Party, any loan, guarantee, Contract or other obligation for which the other Party or a member of its Group is or may be liable unless all obligations of such other Party and the members of such other Party’s Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to such other Party. The indemnification procedures and limitations set forth in Article IV shall apply to the indemnification obligations set forth in this Section 2.6.

2.7 Termination of Agreements.

(a) Except as set forth in Section 2.7(b), in furtherance of the releases and other provisions of Section 4.1, CURB and each member of the CURB Group, on the one hand, and SITC and each member of the SITC Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among CURB and/or any member of the CURB Group, on the one hand, and SITC and/or any member of the SITC Group, on the other hand, effective as of the Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing.

(b) The provisions of Section 2.7(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Effective Time); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii) (collectively, the “Continuing Contracts”), if any; (iii) any agreements, arrangements, commitments or understandings to which any Third Party is a party; (iv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); (v) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of SITC or CURB, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (vi) any Commingled Contracts.

(c) All of the intercompany accounts receivable and accounts payable between any member of the SITC Group, on the one hand, and any member of the CURB Group, on the other hand, outstanding as of the Effective Time (other than those set forth on Schedule 2.7(c)) shall be repaid and settled following the Effective Time in the ordinary course of business or, if otherwise mutually agreed by duly authorized representatives of SITC and CURB, cancelled.

2.8 Treatment of Commingled Contracts. Subject to applicable Law and without limiting the generality of the obligations set forth in Section 2.1, except (x) as provided for in the immediately following sentence or (y) to the extent that the benefits of any contract, agreement, arrangement, commitment or understanding described in this Section 2.8 are expressly conveyed

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to the applicable Party pursuant to this Agreement or an Ancillary Agreement, any Contract entered into by a member of the SITC Group with a Third Party that is not a CURB Contract, but pursuant to which the CURB Business, as of the Effective Time, has been provided certain revenues or other benefits in respect of the CURB Properties or the CURB Business (any such Contract, a “Commingled Contract”) shall not be assigned in relevant part to the applicable member(s) of the CURB Group. From and following the Effective Time, upon the request of CURB, SITC and the applicable members of the SITC Group shall use, with the reasonable cooperation of CURB and the applicable members of the CURB Group, commercially reasonable efforts to (i) cause, to the extent reasonably within the contractual or other ability or control of the applicable member(s) of the CURB Group, and subject to the reasonable cooperation of CURB and the applicable members of the CURB Group, the applicable Commingled Contract to be apportioned (including by obtaining the consent of such counterparty to enter into an amendment to the Contract, splitting or assigning in relevant part such Commingled Contract) between (A) the applicable member(s) of the SITC Group and (B) applicable member(s) of the CURB Group, pursuant to which the applicable member(s) of the CURB Group will assume all of the rights and obligations under such Commingled Contract that relate to the CURB Business, on the one hand, and the applicable member(s) of the SITC Group will assume all of the rights and obligations under such Commingled Contract that relate to the SITC Business, with terms and conditions related to the CURB Group materially similar to those terms and conditions related to the CURB Business prior to apportionment (except for changes reasonably necessary as a result of the transactions contemplated hereby); or (ii) assist the applicable member of the CURB Group in entering into a new Contract or Contracts with the applicable third party on substantially similar terms; provided that such assistance shall not include assistance by the SITC Group with the negotiation of commercial terms between the applicable member of the CURB Group and the applicable third party related to such new Contract or Contracts; provided, further, that nothing in this Section 2.8 shall require any member of the SITC Group to pay any non-de minimis consideration, agree to any adverse economic considerations, incur any other non-de minimis economic liability or make any non-de minimis concession with respect to any novation or assignment in connection with this Section 2.8.

2.9 Bank Accounts; Cash Balances; Cash Funding.

Except as otherwise provided in any Shared Services Agreement:

(a) Each Party agrees to take, or cause the members of its Group to take, at the Effective Time (or such earlier time as the Parties may agree), all actions necessary to amend all Contracts governing each bank and brokerage account owned by CURB or any other member of the CURB Group (collectively, the “CURB Accounts”) and all Contracts governing each bank or brokerage account owned by SITC or any other member of the SITC Group (collectively, the “SITC Accounts”) so that each such CURB Account and SITC Account, if currently linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter) to any SITC Account or CURB Account, respectively, is de-linked from such SITC Account or CURB Account, respectively.

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(b) It is intended that, following consummation of the actions contemplated by Section 2.9(a), there will be in place a cash management process pursuant to which the CURB Accounts will be managed and funds collected will be transferred into one or more accounts maintained by CURB or a member of the CURB Group.

(c) It is intended that, following consummation of the actions contemplated by Section 2.9(a), there will continue to be in place a cash management process pursuant to which the SITC Accounts will be managed and funds collected will be transferred into one or more accounts maintained by SITC or a member of the SITC Group.

(d) With respect to any outstanding checks issued or payments initiated by SITC, CURB or any of the members of their respective Groups prior to the Effective Time, such outstanding checks and payments shall be honored following the Effective Time by the Person or Group owning the account on which the check is drawn or from which the payment was initiated, respectively.

(e) As between SITC and CURB (and the members of their respective Groups), all payments made and reimbursements received after the Effective Time by either Party (or member of its Group) that relate to a business, Asset or Liability of the other Party (or member of its Group), shall be held by such Party in trust for the use and benefit of the Party entitled thereto and, promptly following receipt by such Party of any such payment or reimbursement, such Party shall pay over, or shall cause the applicable member of its Group to pay over, to the other Party the amount of such payment or reimbursement without right of set-off.

(f) It is understood and agreed that it is intended that as of the Effective Time, CURB OP and the other members of the CURB Group shall have (following the adjustments (if any) contemplated by this Section 2.9) cash and cash equivalents in an aggregate amount that is equal to or greater than the Target Cash Amount.

(g) Within 30 days after the Distribution Date, SITC shall deliver to CURB a good faith calculation of the aggregate amount of cash and cash equivalents (net of any overdrafts) held by the CURB Group as of the Effective Time (the “Final Cash Balance”). SITC’s calculation of the Final Cash Balance shall be final, binding, conclusive and non-appealable on CURB and CURB OP for all purposes of this Agreement and, for the avoidance of doubt, shall not be subject to further adjustment as a result of payments required to be made by one Party to the other after the Effective Time under this Agreement or under any of the Ancillary Agreements.

(h) If the Final Cash Balance is less than the Target Cash Amount, then SITC shall pay or cause to be paid an amount in cash equal to such absolute value of the difference to CURB OP by wire transfer of immediately available funds to an account or accounts designated in writing by CURB to SITC within 30 days after the date of delivery of the Final Cash Balance by SITC.

2.10 Ancillary Agreements. Effective on or prior to the Effective Time, each of SITC and CURB will, or will cause the applicable members of their Groups to, execute and deliver all Ancillary Agreements to which it (or any member of its Group) is a party.

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2.11 Disclaimer of Representations and Warranties. EACH OF SITC (ON BEHALF OF ITSELF AND EACH MEMBER OF THE SITC GROUP) AND CURB (ON BEHALF OF ITSELF AND EACH MEMBER OF THE CURB GROUP) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT, NO PARTY TO THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR OTHERWISE, IS REPRESENTING OR WARRANTING IN ANY WAY AS TO THE ASSETS, BUSINESSES OR LIABILITIES TRANSFERRED OR ASSUMED AS CONTEMPLATED HEREBY OR THEREBY, AS TO ANY CONSENTS OR APPROVALS REQUIRED IN CONNECTION THEREWITH, AS TO THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY, OR AS TO THE ABSENCE OF ANY DEFENSES OR RIGHT OF SET-OFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY CLAIM OR OTHER ASSET, INCLUDING ANY ACCOUNTS RECEIVABLE, OF ANY PARTY, OR AS TO THE LEGAL SUFFICIENCY OF ANY ASSIGNMENT, DOCUMENT OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE EXECUTION, DELIVERY AND FILING HEREOF OR THEREOF. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT, ALL SUCH ASSETS ARE BEING TRANSFERRED ON AN “AS IS,” “WHERE IS” BASIS (AND, IN THE CASE OF ANY REAL PROPERTY, BY MEANS OF A QUITCLAIM OR SIMILAR FORM OF DEED OR CONVEYANCE) AND THE RESPECTIVE TRANSFEREES SHALL BEAR THE ECONOMIC AND LEGAL RISKS THAT (A) ANY CONVEYANCE WILL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD AND MARKETABLE TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST, AND (B) ANY NECESSARY APPROVALS OR NOTIFICATIONS ARE NOT OBTAINED OR MADE OR THAT ANY REQUIREMENTS OF LAWS OR JUDGMENTS ARE NOT COMPLIED WITH.

2.12 Names and Marks. Subject to the terms and conditions contained herein, effective as of the Effective Time, SITC, on behalf of itself and the members of the SITC Group, hereby grants to the members of the CURB Group, a non-exclusive, worldwide, irrevocable, and royalty-free license to continue to use the SITC Name and SITC Marks in connection with the continued operation of the CURB Business in a manner consistent with the members of the CURB Group’s use of the SITC Name and SITC Marks in the CURB Business prior to the Effective Time solely to (i) continue to display the SITC Name and SITC Marks on the CURB Properties as displayed on such properties at the Effective Time until such time that such signage is removed in the ordinary course of business and (ii) use the SITC Name and SITC Marks on any item of inventory or office supplies, documents and forms, packaging and shipping materials until such time that such inventory, supplies or materials, as applicable, are exhausted.

2.13 Financial Information Certifications. SITC’s disclosure controls and procedures and internal control over financial reporting (as each is contemplated by the Exchange Act) are currently applicable to the CURB Group insofar as the members of the CURB Group are Subsidiaries of SITC. In order to enable the principal executive officer and principal financial officer of CURB to make the certifications required of them under Section 302 of the Sarbanes-Oxley Act of 2002, SITC, as soon as reasonably practicable following the Distribution Date and in any event prior to such time as CURB is required to file its first quarterly report on Form

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10-Q, shall provide CURB with one or more certifications with respect to such disclosure controls and procedures, its internal control over financial reporting and the effectiveness thereof. Such certification(s) shall be provided by SITC (and not by any officer or employee in their individual capacity). With respect to any periods following the Distribution Date, subject to the requirements of the Shared Services Agreement, the Parties shall cooperate and discuss in good faith any certifications or other supporting documentation required by CURB.

2.14 Straddle Period Landlord Expenses; CAM Charges Reconciliation. Notwithstanding anything herein to the contrary:

(a) In the event of any Liabilities for landlord expenses (i.e., those that are not by their nature of a type that it is customary to seek reimbursement of such expenses from tenants) arising out of or resulting from the operation or conduct of the CURB Properties for any straddle period (i.e., a billing period that begins before and ends after the Distribution Date), to the extent that the total costs on any invoice or other billing statement for an individual straddle period Liability does not exceed $5,000, the Parties agree to the procedures for allocating such Liabilities among the SITC Group, on the one hand, and CURB Group, on the other hand, as set forth on Schedule 2.14(a). To the extent that all or any portion of any Liability described in the immediately preceding sentence is allocated pursuant to Schedule 2.14(a) to one Group or any member thereof, the Party whose Group such Liability is allocated, to the extent not prohibited by applicable Law, shall be solely responsible for, and shall fully pay, perform and discharge, all such Liabilities.

(b) The Parties hereby acknowledge that certain expenses (including real estate taxes, insurance and common area maintenance charges) related to CURB Properties may be collected from tenants in advance based upon the applicable landlord’s estimates thereof and may subsequently be subject to adjustment, on an annualized basis, after the expiration of the calendar year in which such expenses are incurred based upon the reconciliation of the level of estimated expenses to the expenses actually incurred by the applicable landlord. In furtherance of the foregoing, the Parties agree that the procedures set forth on Schedule 2.14(b) shall determine the allocation among the SITC Group, on the one hand, and CURB Group, on the other hand, of any amounts due to or owed from tenants on account of such reconciliation for the calendar year in which the Distribution occurs. To the extent that all or any portion of any Liability for amounts owed to tenants on account of such reconciliation is allocated pursuant to Schedule 2.14(b) to one Group or any member thereof, the Party whose Group such Liability is allocated, to the extent not prohibited by applicable Law, shall be solely responsible for, and shall fully pay, perform and discharge, all such Liabilities.

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ARTICLE III

THE DISTRIBUTION

3.1 Sole and Absolute Discretion; Cooperation.

(a) SITC shall, in its sole and absolute discretion, determine the terms of the Distribution, including the form, structure and terms of any transaction(s) and/or offering(s) to effect the Distribution and the timing and conditions to the consummation of the Distribution. In addition, SITC may, at any time and from time to time until the consummation of the Distribution, modify or change the terms of the Distribution, including by accelerating or delaying the timing of the consummation of all or part of the Distribution. Nothing shall in any way limit SITC’s right to terminate this Agreement or the Distribution as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX.

(b) CURB shall cooperate with SITC to accomplish the Distribution and shall, at SITC’s direction, promptly take any and all actions necessary or desirable to effect the Distribution, including in respect of the registration under the Exchange Act of CURB Shares on the Form 10; provided that SITC will reimburse CURB for any costs or expenses incurred by any member of the CURB Group in connection with such cooperation or actions. SITC shall select any investment bank or manager in connection with the Distribution, as well as any financial printer, solicitation and/or exchange agent and financial, legal, accounting and other advisors for SITC, the fees and expenses of which will be at SITC’s sole expense. CURB and SITC, as the case may be, will provide to the Agent any information required in order to complete the Distribution.

3.2 Actions Prior to the Distribution. Prior to the Effective Time and subject to the terms and conditions set forth herein, the Parties shall take, or cause to be taken, the following actions in connection with the Distribution:

(a) Notice to NYSE. SITC shall, to the extent possible, give the NYSE not less than 10 days’ advance notice of the Record Date in compliance with Rule 10b-17 under the Exchange Act.

(b) CURB Charter and CURB Bylaws. On or prior to the Distribution Date, SITC and CURB shall take all necessary actions so that, as of or prior to the Effective Time, the CURB Charter and the CURB Bylaws shall become the charter and bylaws of CURB, respectively.

(c) CURB Directors and Officers. Immediately prior to the Distribution Date, SITC and CURB shall take all necessary actions so that as of the Effective Time: (i) the directors and executive officers of CURB shall be those set forth in the Information Statement made available to the Record Holders prior to the Distribution Date, unless otherwise agreed by the Parties; and (ii) CURB shall have such other officers as CURB shall appoint.

(d) NYSE Listing. CURB shall prepare and file, and shall use its reasonable best efforts to have approved, an application for the listing of the CURB Shares to be distributed in the Distribution on the NYSE, subject to official notice of distribution.

(e) Securities Law Matters. CURB shall file any amendments or supplements to the Form 10 as may be necessary or advisable in order to cause the Form 10 to become and remain effective as required by the SEC or federal, state or other applicable securities Laws.

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SITC and CURB shall cooperate in preparing, filing with the SEC and causing to become effective registration statements or amendments thereof which are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or advisable in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. SITC and CURB will prepare, and CURB will, to the extent required under applicable Law, file with the SEC any such documentation and any requisite no-action letters which SITC determines are necessary or desirable to effectuate the Distribution, and SITC and CURB shall each use its reasonable best efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable. SITC and CURB shall take all such action as may be necessary or appropriate under the securities or blue sky laws of the states or other political subdivisions of the United States (and any comparable Laws under any foreign jurisdiction) in connection with the Distribution.

(f) Availability of Information Statement. SITC shall, as soon as is reasonably practicable after the Form 10 is declared effective under the Exchange Act and the SITC Board has approved the Distribution, cause the Information Statement (or notice of internet availability thereof) to be mailed to the Record Holders.

(g) The Distribution Agent. SITC shall enter into a distribution agent agreement with the Agent or otherwise provide instructions to the Agent regarding the Distribution.

3.3 Conditions to the Distribution.

(a) The consummation of the Distribution will be subject to the satisfaction, or waiver by SITC in its sole and absolute discretion, of the following conditions:

(i) The SEC shall have declared effective the Form 10; no order suspending the effectiveness of the Form 10 shall be in effect and no proceedings for such purposes shall have been instituted or threatened by the SEC;

(ii) The Information Statement (or notice of internet availability thereof) shall have been mailed to Record Holders;

(iii) The transfer of the CURB Assets (other than any Delayed CURB Asset) and CURB Liabilities (other than any Delayed CURB Liability) contemplated to be transferred from SITC to CURB on or prior to the Distribution shall have occurred as contemplated by Section 2.1, and the transfer of the SITC Assets and SITC Liabilities contemplated to be transferred from CURB to SITC on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1;

(iv) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder shall have been taken or made, and, where applicable, have become effective or been accepted by the applicable Governmental Authority;

(v) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto;

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(vi) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be in effect;

(vii) The CURB Shares to be distributed in the Distribution shall have been accepted for listing on the NYSE, subject to official notice of distribution;

(viii) An independent appraisal firm acceptable to SITC shall have delivered one or more opinions to the SITC Board confirming the solvency and financial viability of SITC and CURB after consummation of the Distribution, and such opinions shall be acceptable to SITC in form and substance in SITC’s sole discretion and such opinions shall not have been withdrawn or rescinded;

(ix) CURB shall have received an opinion of its counsel to the effect that it has been organized in conformity with the requirements for qualification and taxation as a REIT under the Code, and CURB’s proposed method of operation will enable it to meet the requirements for qualification and taxation as a REIT under the Code commencing with its initial taxable year ending December 31, 2024; and

(x) No other events or developments shall exist or shall have occurred that, in the judgment of the SITC Board, in its sole and absolute discretion, makes it inadvisable to effect the Separation, the Distribution or the transactions contemplated by this Agreement or any Ancillary Agreement.

(b) The foregoing conditions are for the sole benefit of SITC and shall not give rise to or create any duty on the part of SITC or the SITC Board to waive or not waive any such condition or in any way limit SITC’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. Any determination made by the SITC Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a) shall be conclusive and binding on the Parties.

3.4 The Distribution.

(a) Subject to Section 3.3, on or prior to the Effective Time, CURB will deliver to the Agent, for the benefit of the Record Holders,
book-entry transfer authorizations for such number of the outstanding CURB Shares as is necessary to effect the Distribution, and shall cause the transfer agent for the SITC Shares, as the case may be, to instruct the Agent to (i) distribute at the Effective Time the appropriate whole number of CURB Shares to each such Record Holder or designated transferee or transferees of such Record Holder by way of direct registration in book-entry form and (ii) receive and hold for and on behalf of each Record Holder the amount of fractional CURB Shares to which such Record Holder would otherwise be entitled to receive in the Distribution. CURB will not issue paper share certificates in respect of the CURB Shares. The Distribution shall be effective at the Effective Time.

(b) Subject to Sections 3.3, 3.4(a) and 3.4(c), each Record Holder will be entitled to receive in the Distribution two CURB Shares for every one SITC Share held by such Record Holder on the Record Date, excluding fractional CURB Shares.

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(c) No fractional CURB Shares will be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional CURB Shares interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a shareholder of CURB. In lieu of any such fractional CURB Shares, each Record Holder who, but for the provisions of this Section 3.4, would be entitled to receive a fractional share interest of a CURB Share pursuant to the Distribution, as applicable, shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, SITC shall direct the Agent to determine the number of whole and fractional CURB Shares allocable to each Record Holder, to aggregate all such fractional CURB Shares into whole CURB Shares, and to sell the whole CURB Shares obtained thereby in the open market when, how, and through which broker-dealers as determined in its sole discretion without any influence by SITC or CURB, and to cause to be distributed to each such Record Holder, in lieu of any fractional CURB Share, such Record Holder’s ratable share of the total proceeds of such sale, after deducting any Taxes required to be withheld and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers’ fees and commissions. None of SITC, CURB or the Agent will be required to guarantee any minimum sale price for the fractional CURB Shares sold in accordance with this Section 3.4(c). Neither SITC nor CURB will be required to pay any interest on the proceeds from the sale of fractional CURB Shares. Neither the Agent nor the broker-dealers through which the aggregated fractional CURB Shares are sold shall be Affiliates of SITC or CURB. Solely for purposes of computing fractional CURB Share interests pursuant to this Section 3.4(c) and Section 3.4(d), the beneficial owner of SITC Shares held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such SITC Shares.

(d) Any CURB Shares or cash in lieu of fractional CURB Shares with respect to CURB Shares that remain unclaimed by any Record Holder 180 days after the Distribution Date shall be delivered to CURB, and CURB shall hold such CURB Shares for the account of such Record Holder, and the Parties agree that all obligations to provide such CURB Shares and cash, if any, in lieu of fractional CURB Share interests shall be obligations of CURB, subject in each case to applicable escheat or other abandoned property Laws, and SITC shall have no Liability with respect thereto.

(e) Until the CURB Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, CURB will regard the Persons entitled to receive such CURB Shares as Record Holders in accordance with the terms of the Distribution without requiring any action on the part of such Persons. CURB agrees that, subject to any transfers of such CURB Shares, from and after the Effective Time (i) each such holder will be entitled to receive all dividends payable on, and exercise voting rights and all other rights and privileges with respect to, the CURB Shares then held by such Record Holder, and (ii) each such Record Holder will be entitled, without any action on the part of such Record Holder, to receive evidence of ownership of the CURB Shares then held by such Record Holder.

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ARTICLE IV

MUTUAL RELEASES; INDEMNIFICATION

4.1 Release of Pre-Distribution Claims.

(a) CURB Release of SITC. Except as provided in Sections 4.1(c) and 4.1(d), effective as of the Effective Time, CURB does hereby, for itself and each other member of the CURB Group, and their respective successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the CURB Group (in each case, in their respective capacities as such), remise, release and forever discharge (i) SITC and the members of the SITC Group, and their respective successors and assigns; (ii) all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the SITC Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns; and (iii) all Persons who at any time prior to the Effective Time are or have been shareholders, directors, officers, agents or employees of a Transferred Entity and who are not, as of immediately following the Effective Time, directors, officers or employees of CURB or a member of the CURB Group, in each case from: (A) all CURB Liabilities, (B) except as provided in Section 10.10, all Liabilities arising from or in connection with the transactions and all other activities to implement the Separation and the Distribution and (C) all Liabilities arising from or in connection with actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time), in each case to the extent relating to, arising out of or resulting from the CURB Business, the CURB Assets or the CURB Liabilities.

(b) SITC Release of CURB. Except as provided in Sections 4.1(c) and 4.1(d), effective as of the Effective Time, SITC does hereby, for itself and each other member of the SITC Group and their respective successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the SITC Group (in each case, in their respective capacities as such), remise, release and forever discharge CURB and the members of the CURB Group and their respective successors and assigns, from (i) all SITC Liabilities, (ii) all Liabilities arising from or in connection with the transactions and all other activities to implement the Separation and the Distribution and (iii) all Liabilities arising from or in connection with actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time), in each case to the extent relating to, arising out of or resulting from the SITC Business, the SITC Assets or the SITC Liabilities.

(c) Obligations Not Affected. Nothing contained in Section 4.1(a) or 4.1(b) shall impair any right of any Person to enforce this Agreement, any Ancillary Agreement or any agreements, arrangements, commitments or understandings that are specified in Section 2.7(b) or the applicable Schedules thereto as not to terminate as of the Effective Time, in each case in accordance with its terms. Nothing contained in Section 4.1(a) or 4.1(b) shall release any Person from:

(i) any Liability provided in or resulting from any agreement among any members of the SITC Group or the CURB Group that is specified in Section 2.7(b) or the applicable Schedules thereto as not terminating as of the Effective Time, or any other Liability specified in Section 2.7(b) as not terminating as of the Effective Time;

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(ii) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other Liability of any member of any Group under, this Agreement or any Ancillary Agreement;

(iii) any Liability for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of one Group from a member of the other Group prior to the Effective Time;

(iv) any Liability that the Parties may have with respect to indemnification or contribution or other obligation pursuant to this Agreement or any Ancillary Agreement or otherwise for claims brought against the Parties by any Third Party, which Liability shall be governed by the provisions of this Article IV and Article V and, if applicable, the appropriate provisions of the Ancillary Agreements; or

(v) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 4.1.

In addition, nothing contained in Section 4.1(a) shall release any member of the SITC Group from honoring its existing obligations to indemnify any director, officer or employee of CURB who was a director, officer or employee of any member of the SITC Group on or prior to the Effective Time, to the extent such director, officer or employee becomes a named defendant in any Action with respect to which such director, officer or employee was entitled to such indemnification pursuant to such existing obligations.

(d) No Claims. CURB shall not make, and shall not permit any member of the CURB Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against SITC or any other member of the SITC Group, or any other Person released pursuant to Section 4.1(a), with respect to any Liabilities released pursuant to Section 4.1(b). SITC shall not make, and shall not permit any other member of the SITC Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification against CURB or any other member of the CURB Group, or any other Person released pursuant to Section 4.1(b), with respect to any Liabilities released pursuant to Section 4.1(b).

(e) Execution of Further Releases. At any time at or after the Effective Time, at the request of either Party, the other Party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions of this Section 4.1.

4.2 Indemnification by CURB. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, CURB shall, and shall cause each other member of the CURB Group to, indemnify, defend and hold harmless SITC and each other member of the SITC Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “SITC Indemnitees”), from and against any and all Liabilities of the SITC Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication):

(a) any CURB Liability, including any failure of CURB, any other member of the CURB Group or any other Person to pay, perform, fulfill, discharge and, to the extent applicable, comply with, in due course and in full, any such CURB Liabilities;

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(b) any breach by CURB or any other member of the CURB Group of this Agreement or any of the Ancillary Agreements, subject to any limitations of liability provisions and other provisions applicable to any such breach set forth therein; and

(c) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent relating to CURB or the members of the CURB Group or the CURB Business, in the Form 10, the Information Statement (as amended or supplemented if CURB shall have furnished any amendments or supplements thereto) or any other Disclosure Document.

4.3 Indemnification by SITC. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, SITC shall, and shall cause the each other member of the SITC Group to, indemnify, defend and hold harmless CURB, CURB OP and each other member of the CURB Group and each of their respective past, present and future directors, officers, employees or agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “CURB Indemnitees”), from and against any and all Liabilities of the CURB Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication):

(a) any SITC Liability, including any failure of SITC, any other member of the SITC Group or any other Person to pay, perform, fulfill, discharge and, to the extent applicable, comply with, in due course and in full, any such SITC Liabilities;

(b) any breach by SITC or any other member of the SITC Group of this Agreement or any of the Ancillary Agreements, subject to any limitations of liability provisions and other provisions applicable to any such breach set forth therein; and

(c) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent relating to SITC, the members of the SITC Group or the SITC Business, in the Form 10, the Information Statement (as amended or supplemented if CURB shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being expressly agreed that the statements set forth on Schedule 4.3(c) shall be the only statements made explicitly in SITC’s or any SITC Group member’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by CURB.

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4.4 Indemnification Obligations Net of Insurance Proceeds and Other Amounts.

(a) The Parties intend that any Liability subject to indemnification, contribution or reimbursement pursuant to this Article IV or Article V will be net of Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of the related Liability, then the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made.

(b) The Parties agree that an insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, it being understood that no insurer or any other Third Party shall be entitled to a “windfall” (i.e., a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification and contribution provisions hereof. Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

(c) Any indemnification payment under this Article IV shall be adjusted in accordance with Section 5.2 of the Tax Matters Agreement.

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4.5 Procedures for Indemnification of Third-Party Claims.

(a) Notice of Claims. If, at or following the date of this Agreement, an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the SITC Group or the CURB Group of any claim or of the commencement by any such Person of any Action (collectively, a “Third-Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 4.2 or 4.3, or any other Section of this Agreement or any Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof as soon as practicable, but in any event within 30 days (or sooner if the nature of the Third-Party Claim so requires) after becoming aware of such Third-Party Claim. Any such notice shall describe the Third-Party Claim in reasonable detail (taking into account the information then available to the Indemnitee), and include copies of all notices and documents (including demand letters and motions, pleadings and court papers) received by the Indemnitee relating to the Third-Party Claim. Notwithstanding the foregoing, the failure of an Indemnitee to provide notice in accordance with this Section 4.5(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party is actually prejudiced by the Indemnitee’s failure to provide notice in accordance with this Section 4.5(a).

(b) Control of Defense. An Indemnifying Party shall have the right, exercisable by written notice to the Indemnitee, which notice shall acknowledge in writing the indemnification obligation, within 30 days after the receipt of a notice from an Indemnitee in accordance with Section 4.5(a) (or sooner, if the nature of the Third-Party Claim so requires), to assume and conduct the defense of such Third-Party Claim in accordance with the limits set forth in this Agreement with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnitee; provided, however, that (i) Mixed Actions shall be managed in accordance with Section 4.11 and (ii) the Indemnifying Party shall not have the right to control the defense of any Third-Party Claim (A) to the extent such Third-Party Claim seeks criminal penalties or injunctive or other equitable relief (other than any such injunctive or other equitable relief that is solely incidental to the granting of money damages) or (B) if the Indemnitee has reasonably determined in good faith that the Indemnifying Party controlling such defense will affect the Indemnitee or its Group in a materially adverse manner. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim or fails to notify an Indemnitee of its election within 30 days after receipt of the notice from an Indemnitee as provided in Section 4.5(a), then the Indemnitee that is the subject of such Third-Party Claim shall be entitled to continue to conduct and control the defense of such Third-Party Claim. If the Indemnifying Party elects (and is permitted) to assume the defense of a Third-Party Claim in accordance with the terms of this Agreement, the Indemnitees shall, subject to the terms of this Agreement, cooperate with the Indemnifying Party with respect to the defense of such Third-Party Claim.

(c) Allocation of Defense Costs. If an Indemnifying Party has elected to assume the defense of a Third-Party Claim, then such Indemnifying Party shall be solely liable for all fees and expenses incurred by it in connection with the defense of such Third-Party Claim and shall not be entitled to seek any indemnification or reimbursement from the Indemnitee for any such fees or expenses incurred by the Indemnifying Party during the course of the defense of such Third-Party Claim by such Indemnifying Party, regardless of any subsequent decision by the Indemnifying Party to reject or otherwise abandon its assumption of such defense. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim or fails to notify an Indemnitee of its election within 30 days after receipt of a notice from an Indemnitee as provided in Section 4.5(a), and the Indemnitee conducts and controls the defense of such Third-Party Claim and the Indemnifying Party has an indemnification obligation with respect to such Third-Party Claim, then the Indemnifying Party shall be liable for all reasonable fees and expenses incurred by the Indemnitee in connection with the defense of such Third-Party Claim.

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(d) Right to Monitor and Participate. An Indemnitee that does not conduct and control the defense of any Third-Party Claim, or an Indemnifying Party that has failed to elect to defend any Third-Party Claim as contemplated hereby, nevertheless shall have the right to employ separate counsel (including local counsel as necessary) of its own choosing to monitor and participate in (but not control) the defense of any Third-Party Claim for which it is a potential Indemnitee or Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, as the case may be, and the provisions of Section 4.5(c) shall not apply to such fees and expenses. Notwithstanding the foregoing, but subject to Sections 6.7 and 6.8, such Party shall cooperate with the Party entitled to conduct and control the defense of such Third-Party Claim in such defense and make available to the controlling Party, at the non-controlling Party’s expense, all witnesses, information and materials in such Party’s possession or under such Party’s control relating thereto as are reasonably required by the controlling Party. In addition to the foregoing, if any Indemnitee shall in good faith determine that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as necessary) and to participate in (but not control) the defense, compromise or settlement thereof, and the Indemnifying Party shall bear the reasonable fees and expenses of such counsel for all Indemnitees.

(e) No Settlement. Neither Party may settle or compromise any Third-Party Claim for which either Party is seeking to be indemnified hereunder without the prior written consent of the other Party, which consent may not be unreasonably withheld, unless such settlement or compromise is solely for monetary damages, does not involve any finding or determination of wrongdoing or violation of Law by the other Party and provides for a full, unconditional and irrevocable release of the other Party from all Liability in connection with the Third-Party Claim. The Parties hereby agree that if a Party presents the other Party with a Notice containing a proposal to settle or compromise a Third-Party Claim for which either Party is seeking to be indemnified hereunder and the Party receiving such proposal does not respond in any manner to the Party presenting such proposal within 30 days (or within any such shorter time period that may be required by applicable Law or court order) of receipt of such proposal, then the Party receiving such proposal shall be deemed to have consented to the terms of such proposal.

(f) Tax Matters Agreement Governs. The above provisions of this Section 4.5 and the provisions of Section 4.6 do not apply to Taxes (Taxes and Tax matters being governed by the Tax Matters Agreement). In the case of any conflict between this Agreement and the Tax Matters Agreement in relation to any matters addressed by the Tax Matters Agreement, the Tax Matters Agreement shall prevail.

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4.6 Additional Matters.

(a) Timing of Payments. Indemnification or contribution payments in respect of any Liabilities for which an Indemnitee is entitled to indemnification or contribution under this Article IV shall be paid reasonably promptly (but in any event within 30 days of the final determination of the amount that the Indemnitee is entitled to as indemnification or contribution under this Article IV) by the Indemnifying Party to the Indemnitee as such Liabilities are incurred upon demand by the Indemnitee, including reasonably satisfactory documentation setting forth the basis for the amount of such indemnification or contribution payment, including documentation with respect to calculations made and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnity and contribution provisions contained in this Article IV shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee, and (ii) the knowledge by the Indemnitee of Liabilities for which it might be entitled to indemnification hereunder.

(b) Notice of Direct Claims. Any claim for indemnification or contribution under this Agreement or any Ancillary Agreement that does not result from a Third-Party Claim shall be asserted by written notice given by the Indemnitee to the applicable Indemnifying Party as soon as practicable, but in any event within 30 days (or sooner if the nature of the claim so requires) after becoming aware of such claim; provided that the failure by an Indemnitee to so assert any such claim shall not prejudice the ability of the Indemnitee to do so at a later time except to the extent (if any) that the Indemnifying Party is prejudiced thereby. Such Indemnifying Party shall have a period of 30 days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 30-day period, such specified claim shall be conclusively deemed a Liability of the Indemnifying Party under this Section 4.6(b) or, in the case of any written notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of the claim (or such portion thereof) becomes finally determined. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, such Indemnitee shall, subject to the provisions of Article VII, be free to pursue such remedies as may be available to such Party as contemplated by this Agreement and the Ancillary Agreements, as applicable, without prejudice to its continuing rights to pursue indemnification or contribution hereunder.

(c) Pursuit of Claims Against Third Parties. If (i) a Party incurs any Liability arising out of this Agreement or any Ancillary Agreement; (ii) an adequate legal or equitable remedy is not available for any reason against the other Party to satisfy the Liability incurred by the incurring Party; and (iii) a legal or equitable remedy may be available to the other Party against a Third Party for such Liability, then the other Party shall use its commercially reasonable efforts to cooperate with the incurring Party, at the incurring Party’s expense, to permit the incurring Party to obtain the benefits of such legal or equitable remedy against the Third Party.

(d) Subrogation. In the event of payment by or on behalf of any Indemnifying Party to any Indemnitee in connection with any Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right, defense or claim relating to such Third-Party Claim against any claimant or plaintiff asserting such Third-Party Claim or against any other Person. Such Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim.

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(e) Substitution. In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnitee or Indemnifying Party shall so request, the Parties shall endeavor to substitute the Indemnifying Party for the named defendant. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in Section 4.5 and this Section 4.6, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expenses), the costs of any judgment or settlement and the cost of any interest or penalties relating to any judgment or settlement.

4.7 Right of Contribution.

(a) Contribution. If any right of indemnification contained in Section 4.2 or Section 4.3 is held unenforceable or is unavailable for any reason, or is insufficient to hold harmless an Indemnitee in respect of any Liability for which such Indemnitee is entitled to indemnification hereunder, then the Indemnifying Party shall contribute to the amounts paid or payable by the Indemnitees as a result of such Liability (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and the members of its Group, on the one hand, and the Indemnitees entitled to contribution, on the other hand, as well as any other relevant equitable considerations.

(b) Allocation of Relative Fault. Solely for purposes of determining relative fault pursuant to this Section 4.7: (i) any fault associated with the business conducted with the Delayed CURB Assets or Delayed CURB Liabilities (except for the gross negligence or willful misconduct of a member of the SITC Group) shall be deemed to be the fault of CURB and the other members of the CURB Group, and no such fault shall be deemed to be the fault of SITC or any other member of the SITC Group; and (ii) any fault associated with the ownership, operation or activities of either the SITC Business or CURB Business prior to the Effective Time shall be deemed to be the fault of SITC and the other members of the SITC Group, and no such fault shall be deemed to be the fault of CURB or any other member of the CURB Group.

4.8 Covenant Not to Sue. Each Party hereby covenants and agrees that none of it, the members of such Party’s Group or any Person claiming through it shall bring suit or otherwise assert any claim against any Indemnitee, or assert a defense against any claim asserted by any Indemnitee, before any court, arbitrator, mediator or administrative agency anywhere in the world, alleging that: (a) the assumption of any CURB Liabilities by CURB or a member of the CURB Group on the terms and conditions set forth in this Agreement and the Ancillary Agreements is void or unenforceable for any reason; (b) the retention of any SITC Liabilities by SITC or a member of the SITC Group on the terms and conditions set forth in this Agreement and the Ancillary Agreements is void or unenforceable for any reason; or (c) the provisions of this Article IV are void or unenforceable for any reason.

4.9 Remedies Cumulative. The remedies provided in this Article IV shall be cumulative and, subject to the provisions of Article VIII, shall not preclude assertion by any Indemnitee of any other rights or the seeking of any and all other remedies against any Indemnifying Party.

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4.10 Survival of Indemnities. The rights and obligations of each of SITC and CURB and their respective Indemnitees under this Article IV shall survive (a) the sale or other transfer by either Party or any member of its Group of any assets or businesses or the assignment by it of any liabilities; or (b) any merger, consolidation, business combination, sale of all or substantially all of its Assets, restructuring, recapitalization, reorganization or similar transaction involving either Party or any of the members of its Group.

4.11 Management of Actions. This Section 4.11 shall govern the management and direction of pending and future Actions in which members of the SITC Group or the CURB Group are named as parties, but shall not alter the allocation of Liabilities set forth in Article II unless otherwise expressly set forth in this Section 4.11.

(a) From and after the Effective Time, the SITC Group shall direct the defense or prosecution of any Actions that constitute only SITC Liabilities or involve only SITC Assets.

(b) From and after the Effective Time, the CURB Group shall direct the defense or prosecution of any Actions that constitute only CURB Liabilities or involve only CURB Assets.

(c) From and after the Effective Time, any Actions that involve or constitute both a SITC Asset or SITC Liability, on the one hand, and a CURB Asset or a CURB Liability, on the other hand (such Actions, the “Mixed Actions”) shall be managed by the Party with the greater financial exposure with respect thereto (taking into account the provisions of this Article IV), as determined in good faith by the Parties; provided that if a Mixed Action involves the pursuit of criminal penalties or injunctive or other equitable relief (other than any such injunctive or other equitable relief that is solely incidental to the granting of money damages) against the other Party, any other member of the other Party’s Group or any of their respective stockholders or their Representatives, the other Party shall be entitled to control the defense of the applicable claims against the other Party, any other member of the other Party’s Group or any of their respective stockholders or Representatives. The Parties shall cooperate in good faith and take all reasonable actions to provide for any appropriate joinder or change in named parties to such Mixed Actions such that the appropriate Party or member of such Party’s Group is party thereto. The Parties shall reasonably cooperate and consult with each other and, to the extent permissible and necessary or advisable, maintain a joint defense in a manner that would preserve for both Parties and their respective Affiliates any attorney-client privilege, joint defense or other privilege with respect to any Mixed Action. The Party managing a Mixed Action shall, on a quarterly basis, or if a material development occurs as soon as reasonably practicable thereafter, inform the other Party of the status of and developments relating to such Mixed Action and provide copies of any material documents, notices or other materials related to such Mixed Action; provided that the failure to provide any such documents, notices or other materials shall not be a basis for liability of a Party managing such Mixed Action except and solely to the extent that the other Party shall have been actually prejudiced thereby. Notwithstanding anything to the contrary herein, the Parties may jointly retain counsel (in which case the cost of counsel shall be

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shared equally by the Parties) or retain separate counsel (in which case each Party will bear the cost of its separate counsel) with respect to any Mixed Action; provided that the Parties shall share discovery and other joint litigation costs in proportion to their respective expected financial exposure or respective expected financial recovery, as applicable. In any Mixed Action, each of the SITC Group and the CURB Group may pursue separate defenses, claims, counterclaims or settlements to those claims relating to the SITC Business or the CURB Business, respectively; provided that each Party shall in good faith make commercially reasonable efforts to avoid adverse effects on the other Party.

(d) No Party managing a Mixed Action (the “Managing Party”) pursuant to Section 4.11(c) shall consent to entry of any judgment or enter into any settlement of any such Action without the prior written consent of the other Party (the “Non-Managing Party”), not to be unreasonably withheld, conditioned or delayed; provided, however, that such Non-Managing Party shall be required to consent to such entry of judgment or to such settlement that the Managing Party may recommend if the judgment or settlement: (i) contains no finding or admission of any violation of Law or any violation of the rights of the Non-Managing Party and its applicable related Persons and otherwise contains no admission of any liability of the Non-Managing Party and such related Persons; (ii) involves only monetary relief which the Managing Party has agreed to pay; and (iii) includes a full and unconditional release of the Non-Managing Party and its applicable related Persons. Notwithstanding the foregoing, in no event shall a Non-Managing Party be required to consent to an entry of judgment or settlement if the effect thereof is to permit any injunction, declaratory judgment or other non-monetary relief to be entered, directly or indirectly, against any member of the Non-Managing Party’s Group (other than any such injunctive or other non-monetary relief that is immaterial and solely incidental to the granting of money damages).

(e) To the maximum extent permitted by applicable Law, the rights to recovery of each Party’s Subsidiaries in respect of any past, present or future Action are hereby delegated to such Party. It is the intent of the Parties that the foregoing delegation shall satisfy any Law requiring such delegation to be effected pursuant to a power of attorney or similar instrument. The Parties and the other members of their respective Group shall execute such further instruments or documents as may be necessary to effect such delegation.

ARTICLE V

CERTAIN OTHER MATTERS

5.1 Insurance Matters.

(a) Prior to the Effective Time, SITC and CURB shall use commercially reasonable efforts to either obtain separate insurance policies for CURB and the relevant members of the CURB Group or ensure that CURB and the relevant members of the CURB Group are named insureds under existing insurance policies covering CURB or any member of the CURB Group. Such insurance programs may include but are not limited to general liability, commercial auto liability, workers’ compensation, employer’s liability, pollution legal liability, professional services liability, property, employment practices liability, employee dishonesty/crime, directors’ and officers’ liability and fiduciary liability.

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(b) From and after the Effective Time, with respect to any losses, damages and Liability incurred by any member of the CURB Group or the SITC Group, as the case may be, prior to the Effective Time, that is a CURB Liability, in the case of a member of the CURB Group, or that is a SITC Liability, in the case of a member of the SITC Group, SITC or CURB, as the case may be, will provide the applicable member of the Group of the other Party with respect to insurance coverage afforded to such other Party prior to the Effective Time (the “Claimant Party”) with access to, and such Claimant Party may, upon 10 days’ prior Notice to the other Party (the “Insured Party”), make claims under, such Insured Party’s insurance policies in place prior to the Effective Time and such Insured Party’s historical policies of insurance, but solely to the extent that such policies provided coverage for members of the Group of the Claimant Party prior to the Effective Time; provided that such access to, and the right to make claims under, such insurance policies, shall be subject to the terms and conditions of such insurance policies, including any limits on coverage or scope, any deductibles and other fees and expenses, and shall be subject to the following additional conditions:

(i) The Claimant Party shall use its commercially reasonable efforts to report any claim to the Insured Party, as promptly as practicable, and in any event in sufficient time so that such claim may be made in accordance with Insured Party ’s claim reporting procedures in effect immediately prior to the Effective Time (or in accordance with any modifications to such procedures after the Effective Time communicated by the Insured Party’s Group to the Claimant Party’s Group in writing);

(ii) The Claimant Party and the members of its Group shall exclusively bear and be liable for (and neither the Insured Party nor any members of its Group shall have any obligation to repay or reimburse the Claimant Party or any member of its Group for), and shall indemnify, hold harmless and reimburse the Insured Party and the members of its Group for, any deductibles, self-insured retention, fees and expenses to the extent resulting from any access to, or any claims made by the Claimant Party or any other members of its Group or otherwise made in respect of losses of the CURB Business, in the event that the Claimant Party is CURB or any other member of the CURB Group, or the SITC Business, in the event that the Claimant Party is SITC or any other member of the SITC Group, under, any insurance provided pursuant to this Section 5.1(b), including any indemnity payments, settlements, judgments, legal fees and allocated claims expenses and claim handling fees, whether such claims are made by members of the Claimant Party’s Group, its employees or Third Party; and

(iii) The Claimant Party shall exclusively bear and be liable for (and neither the Insured Party nor any members of its Group shall have any obligation to repay or reimburse the Claimant Party or any member of its Group for) all uninsured, uncovered, unavailable or uncollectible amounts of all such claims made by the Claimant Party or any member of its Group under the policies as provided for in this Section 5.1(b).

(c) Neither the Claimant Party nor any member of its Group, in connection with making a claim under any insurance policy of the Insured Party or any member of its Group pursuant to this Section 5.1, shall take any action that would be reasonably likely to (i) have a material and adverse impact on the then-current relationship between the Insured Party or any

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member of its Group, on the one hand, and the applicable insurance company, on the other hand; (ii) result in the applicable insurance company terminating or materially reducing coverage, or materially increasing the amount of any premium owed by the Insured Party or any member of its Group under the applicable insurance policy; or (iii) otherwise compromise, jeopardize or interfere in any material respect with the rights of the Insured Party or any member of its Group under the applicable insurance policy; provided that neither the Claimant Party nor any member of its Group making a claim pursuant Section 5.1(b) shall be deemed to be an action that triggers the foregoing clauses (i), (ii) or (iii).

(d) All payments and reimbursements by the Claimant Party pursuant to this Section 5.1 will be made within 30 days after the Claimant Party’s receipt of an invoice therefor from the Insured Party. If the Insured Party incurs costs to enforce the Claimant Party’s obligations herein, the Claimant Party will indemnify and hold harmless the Insured Party for such enforcement costs, including reasonable attorneys’ fees pursuant to Section 4.6(b). Each Party shall retain the exclusive right to control its insurance policies and programs, including the right to exhaust, settle, release, commute, buyback or otherwise resolve disputes with respect to any of its insurance policies and programs and to amend, modify or waive any rights under any such insurance policies and programs, except that neither Party shall settle, release, commute or otherwise eliminate the coverage available under any such policies or programs that applies to any other Party’s Group’s Liabilities without the other Party’s written consent (not to be unreasonably withheld, conditioned or delayed). Each Party shall cooperate with the other Party and share such information as is reasonably necessary in order to permit such Party to manage and conduct its insurance matters as it deems appropriate.

(e) Each of CURB and SITC does hereby, for itself and each other member of its Group, agree that no member of the other Party’s Group shall have any Liability whatsoever as a result of the insurance policies and practices of the other Party and the members of the other Party’s Group as in effect at any time, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise.

(f) The provisions of this Agreement are not intended to relieve any insurer of any Liability under any policy. Nothing in this Agreement shall be considered an attempted assignment of any policy of insurance or as a Contract of insurance.

5.2 Late Payments. Except as expressly provided to the contrary in this Agreement or in any Ancillary Agreement, any amount not paid when due pursuant to this Agreement or any Ancillary Agreement (and any amounts billed or otherwise invoiced or demanded and properly payable that are not paid within 30 days of such bill, invoice or other demand) shall accrue interest at a rate per annum equal to the then-current prime rate of interest as published from time to time in The Wall Street Journal plus five percent (5%).

5.3 Inducement. Each of SITC and CURB acknowledges and agrees that the other Party’s willingness to cause, effect and consummate the Separation and the Distribution has been conditioned upon and induced by its covenants and agreements in this Agreement and the Ancillary Agreements, including its assumption and/or retention of the CURB Liabilities or SITC Liabilities, as applicable, pursuant to the provisions of this Agreement and its covenants and agreements contained in Article IV.

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5.4 Post-Effective Time Conduct. The Parties acknowledge that, after the Effective Time, each Party shall be independent of the other Party, with responsibility for its own actions and inactions and its own Liabilities relating to, arising out of or resulting from the conduct of its business, operations and activities following the Effective Time, except as may otherwise be provided in any Ancillary Agreement, and each Party shall (except as otherwise provided in Article IV) use commercially reasonable efforts to prevent such Liabilities from being inappropriately borne by the other Party.

ARTICLE VI

EXCHANGE OF INFORMATION; CONFIDENTIALITY

6.1 Agreement for Exchange of Information.

(a) Subject to Section 6.9 and any other applicable confidentiality obligations, each of SITC and CURB, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the members of such other Party’s Group, at any time before, on or after the Effective Time, as soon as reasonably practicable after written request therefor, any information (or a copy thereof) in the possession or under the control of such Party or its Group to the extent that (i) such information relates to the CURB Business, or any CURB Asset or CURB Liability, if CURB is the requesting Party, or to the SITC Business, or any SITC Asset or SITC Liability, if SITC is the requesting Party; (ii) such information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement; or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that, in the event that the Party to whom the request has been made reasonably determines that any such provision of information could be commercially detrimental to the Party providing the information, violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence; provided, further, nothing in this Section 6.1 shall expand the obligations of a Party under Section 6.4.

(b) Subject to any limitations imposed by applicable Law and to the extent it has not done so before the Effective Time, upon and at such intervals as requested by CURB, SITC shall transfer to CURB (or its designee member of the CURB Group) any employment records (including any Form I-9, Form W-2 or other IRS forms) with respect to employees or former employees of the CURB Group and other records reasonably required by CURB to enable CURB to properly carry out its obligations under this Agreement and the Employee Matters Agreement. Subject to any limitation imposed by applicable Law, including privacy protection Laws or regulations, each Party shall permit the other Party reasonable access to its employee records, to the extent reasonably necessary for such accessing Party to carry out its obligations hereunder.

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6.2 Ownership of Information. The provision of any information pursuant to Section 6.1 or Section 6.7 shall not affect the ownership of such information (which shall be determined solely in accordance with the terms of this Agreement and the Ancillary Agreements), or constitute a grant of rights in or to any such information.

6.3 Compensation for Providing Information. The Party requesting information pursuant to a request for information in accordance with this Article VI agrees to reimburse the other Party for any reasonable Third Party out-of-pocket expenses (including fees and expenses of attorneys, accountants and other agents, but excluding reimbursement for general overhead, salaries and employee benefits) incurred, if any, in connection with complying with any request with respect to such information.

6.4 Record Retention. To facilitate the possible exchange of information pursuant to this Article VI and other provisions of this Agreement after the Effective Time, the Parties agree to use their commercially reasonable efforts, which shall be no less rigorous than those used for retention of such Party’s own information, to retain all information in their respective possession or control on the Effective Time in accordance with their respective then existing document retention policies, as such policies may be amended from time to time. Notwithstanding the foregoing in this Section 6.4, Section 8 of the Tax Matters Agreement will govern the retention of Tax-related records.

6.5 Limitations of Liability. Neither Party shall have any Liability to the other Party in the event that any information exchanged or provided pursuant to this Agreement is found to be inaccurate in the absence of gross negligence, bad faith, fraud or willful misconduct by the Party providing such information. Neither Party shall have any Liability to any other Party if any information is destroyed after commercially reasonable efforts by such Party to comply with the provisions of Section 6.4.

6.6 Other Agreements Providing for Exchange of Information.

(a) The rights and obligations granted under this Article VI are subject to any specific limitations, qualifications or additional provisions on the sharing, exchange, retention or confidential treatment of information set forth in any Ancillary Agreement.

(b) Any party that receives, pursuant to a request for information in accordance with this Article VI, Tangible Information that is not relevant to its request shall, at the request of the providing Party, (i) return it to the providing Party or, at the providing Party’s request, destroy such Tangible Information; and (ii) deliver to the providing Party written confirmation that such Tangible Information was returned or destroyed, as the case may be, which confirmation shall be signed by an authorized representative of the requesting Party.

6.7 Production of Witnesses; Records; Cooperation.

(a) Without limiting any of the rights or obligations of the Parties pursuant to Section 6.1 and Section 6.4, after the Effective Time, except in the case of an adversarial Action or Dispute between SITC and CURB, or any members of their respective Groups, each Party shall use its commercially reasonable efforts to make available to the other Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents

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of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action in which the requesting Party (or member of its Group) may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder, in each case, until the later of (i) the statute of limitations, if any, applicable to such Action and (ii) with respect to any Action commenced prior to the applicable statute of limitations, if any, final resolution of such Action. The requesting Party shall bear all reasonable out-of-pocket costs and expenses in connection therewith.

(b) Without limiting the foregoing, the Parties shall cooperate and consult to the extent reasonably necessary with respect to any Actions, other than an adversarial Action or Dispute between SITC and CURB or any members of their respective Groups.

(c) Without limiting any provision of this Section 6.7, each of the Parties agrees to cooperate, and to cause each member of its respective Group to cooperate, with each other in the defense of any infringement or similar claim with respect any Intellectual Property and shall not claim to acknowledge, or permit any member of its respective Group to claim to acknowledge, the validity or infringing use of any Intellectual Property of a Third Party in a manner that would hamper or undermine the defense of such infringement or similar claim.

(d) The obligation of the Parties to make available former, current and future directors, officers, employees and other personnel and agents pursuant to this Section 6.7 is intended to be interpreted in a manner so as to facilitate cooperation and shall include the obligation to use commercially reasonable efforts to make available employees and other officers without regard to whether such individual or the employer of such individual could assert a possible business conflict.

6.8 Privileged Matters.

(a) The Parties recognize that legal and other professional services that have been and will be provided prior to the Effective Time have been and will be rendered for the collective benefit of each of the members of the SITC Group and the CURB Group, and that each of the members of the SITC Group and the CURB Group should be deemed to be the client with respect to such services for the purposes of asserting all privileges which may be asserted under applicable Law in connection therewith. The parties recognize that legal and other professional services will be provided following the Effective Time, which services will be rendered solely for the benefit of the SITC Group or the CURB Group, as the case may be.

(b) The Parties agree as follows:

(i) SITC shall be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to the SITC Business and not to the CURB Business, whether or not the Privileged Information is in the possession or under the control of any member of the

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SITC Group or any member of the CURB Group. SITC shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to any SITC Liabilities resulting from any Actions that are now pending or may be asserted in the future, whether or not the Privileged Information is in the possession or under the control of any member of the SITC Group or any member of the CURB Group;

(ii) CURB shall be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to the CURB Business and not to the SITC Business, whether or not the Privileged Information is in the possession or under the control of any member of the CURB Group or any member of the SITC Group. CURB shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to any CURB Liabilities resulting from any Actions that are now pending or may be asserted in the future, whether or not the Privileged Information is in the possession or under the control of any member of the CURB Group or any member of the SITC Group; and

(iii) if the Parties do not agree as to whether certain information is Privileged Information, then such information shall be treated as Privileged Information, and the Party that believes that such information is Privileged Information shall be entitled to control the assertion or waiver of all privileges and immunities in connection with any such information unless the Parties otherwise agree. The Parties shall use the procedures set forth in Article VII to resolve any disputes as to whether any information relates solely to the SITC Business, solely to the CURB Business or to both the SITC Business and the CURB Business.

(c) Subject to the remaining provisions of this Section 6.8, the Parties agree that they shall have a shared privilege or immunity with respect to all privileges and immunities not allocated pursuant to Section 6.8(b) and all privileges and immunities relating to any Actions or other matters that involve both Parties (or one or more members of their respective Groups) and in respect of which both Parties have Liabilities under this Agreement, and that no such shared privilege or immunity may be waived by either Party without the consent of the other Party.

(d) If any Dispute arises between the Parties or any members of their respective Group regarding whether a privilege or immunity should be waived to protect or advance the interests of either Party and/or any member of their respective Group, each Party agrees that it shall (i) negotiate with the other Party in good faith; (ii) endeavor to minimize any prejudice to the rights of the other Party; and (iii) not unreasonably withhold consent to any request for waiver by the other Party. Further, each Party specifically agrees that it shall not withhold its consent to the waiver of a privilege or immunity for any purpose except in good faith to protect its own legitimate interests.

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(e) In the event of any adversarial Action or Dispute between SITC and CURB, or any members of their respective Groups, either Party may waive a privilege in which the other Party or member of such other Party’s Group has a shared privilege, without obtaining consent pursuant to Section 6.8(c); provided that such waiver of a shared privilege shall be effective only as to the use of information with respect to the Action between the Parties and/or the applicable members of their respective Groups, and shall not operate as a waiver of the shared privilege with respect to any Third Party.

(f) Upon receipt by either Party, or by any member of its respective Group, of any subpoena, discovery or other request that may reasonably be expected to result in the production or disclosure of Privileged Information subject to a shared privilege or immunity or as to which another Party has the sole right hereunder to assert a privilege or immunity, or if either Party obtains knowledge that any of its, or any member of its respective Group’s, current or former directors, officers, agents or employees have received any subpoena, discovery or other requests that may reasonably be expected to result in the production or disclosure of such Privileged Information, such Party shall promptly notify the other Party of the existence of the request (which Notice shall be delivered to such other Party no later than five business days following the receipt of any such subpoena, discovery or other request) and shall provide the other Party a reasonable opportunity to review the Privileged Information and to assert any rights it or they may have under this Section 6.8 or otherwise, to prevent the production or disclosure of such Privileged Information.

(g) Any furnishing of, or access or transfer of, any information pursuant to this Agreement is made in reliance on the agreement of SITC and CURB set forth in this Section 6.8 and in Section 6.9 to maintain the confidentiality of Privileged Information and to assert and maintain all applicable privileges and immunities. The Parties agree that their respective rights to any access to information, witnesses and other Persons, the furnishing of Notices and documents and other cooperative efforts between the Parties contemplated by this Agreement, and the transfer of Privileged Information between the Parties and members of their respective Groups pursuant to this Agreement, shall not be deemed a waiver of any privilege that has been or may be asserted under this Agreement or otherwise.

(h) In connection with any matter contemplated by Section 6.7 or this Section 6.8, the Parties agree to, and to cause the applicable members of their Group to, use commercially reasonable efforts to maintain their respective separate and joint privileges and immunities, including by executing joint defense and/or common interest agreements where necessary or useful for this purpose.

6.9 Confidentiality.

(a) Confidentiality. Subject to Section 6.9(c), from and after the Effective Time until the five-year anniversary of the Effective Time, each of SITC and CURB, on behalf of itself and each member of its respective Group, agrees to hold, and to cause its respective Representatives to hold, in strict confidence, with at least the same degree of care (but no less than a reasonable degree of care) as they exercise to preserve confidentiality for their own similar proprietary or confidential information, all confidential and proprietary information concerning the other Party or any member of the other Party’s Group or their respective businesses that is either in its possession (including confidential and proprietary information in its possession prior to the date hereof) or furnished by any such other Party or any member of such Party’s Group or their respective Representatives at any time pursuant to this Agreement,

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any Ancillary Agreement or otherwise, and shall not use any such confidential and proprietary information other than for such purposes as shall be expressly permitted hereunder or thereunder, except, in each case, to the extent that such confidential and proprietary information has been (i) in the public domain or generally available to the public, other than as a result of a disclosure by such Party or any member of such Party’s Group or any of their respective Representatives in violation of this Agreement; (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group) which sources are not themselves bound by a confidentiality obligation or other contractual, legal or fiduciary obligation of confidentiality with respect to such confidential and proprietary information; or (iii) independently developed or generated without reference to or use of any proprietary or confidential information of the other Party or any member of such Party’s Group. If any confidential and proprietary information of one Party or any member of its Group is disclosed to the other Party or any member of such other Party’s Group in connection with providing services to such first Party or any member of such first Party’s Group under this Agreement or any Ancillary Agreement, then such disclosed confidential and proprietary information shall be used only as required to perform such services.

(b) No Release; Return or Destruction. Each Party agrees not to release or disclose, or permit to be released or disclosed, any information addressed in Section 6.9(a) to any other Person, except its Representatives who need to know such information in their capacities as such (who shall be advised of their obligations hereunder with respect to such information), and except in compliance with Section 6.9(c). Without limiting the foregoing, when any such information is no longer needed for the purposes contemplated by this Agreement or any Ancillary Agreement, each Party will promptly after request of the other Party either return to the other Party all such information in a tangible form (including all copies thereof and all notes, extracts or summaries based thereon) or notify the other Party in writing that it has destroyed such information (and such copies thereof and such notes, extracts or summaries based thereon).

(c) Protective Arrangements. In the event that a Party or any member of its Group either determines on the advice of its counsel that it is required to disclose any information pursuant to applicable Law or receives any request or demand under lawful process or from any Governmental Authority to disclose or provide information of the other Party (or any member of the other Party’s Group) that is subject to the confidentiality provisions hereof, such Party shall notify the other Party (to the extent legally permitted) as promptly as practicable under the circumstances prior to disclosing or providing such information and shall, to the extent reasonably practicable, cooperate, at the expense of the other Party, in seeking any appropriate protective order requested by the other Party. In the event that such other Party fails to receive such appropriate protective order in a timely manner and the Party receiving the request or demand reasonably determines that its failure to disclose or provide such information shall actually prejudice the Party receiving the request or demand, then the Party that received such request or demand may thereafter disclose or provide information to the extent required by such Law (as so advised by its counsel) or by lawful process or such Governmental Authority, and the disclosing Party shall promptly provide the other Party with a copy of the information so disclosed, in the same form and format so disclosed, together with a list of all Persons to whom such information was disclosed, in each case to the extent legally permitted.

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(d) Third-Party Information; Privacy or Data Protection Laws. Each Party acknowledges that it and members of its Group may presently have and, following the Effective Time, may gain access to or possession of confidential or proprietary information of, or personal information relating to, Third Parties (i) that was received under confidentiality or non-disclosure agreements entered into between such Third Parties, on the one hand, and the other Party or members of such Party’s Group, on the other hand, prior to the Effective Time; or (ii) that, as between the Parties, was originally collected by the other Party or members of such Party’s Group and that may be subject to and protected by privacy, data protection or other applicable Laws. Each Party agrees that it shall hold, protect and use, and shall cause the members of its Group and its and their respective Representatives to hold, protect and use, in strict confidence the confidential and proprietary information of, or personal information relating to, Third Parties in accordance with privacy, data protection or other applicable Laws and the terms of any agreements that were either entered into before the Effective Time or affirmative commitments or representations that were made before the Effective Time by, between or among the other Party or members of the other Party’s Group, on the one hand, and such Third Parties, on the other hand.

ARTICLE VII

DISPUTE RESOLUTION

7.1 Good-Faith Negotiation. Subject to Section 7.4, either Party seeking resolution of any dispute, controversy or claim (a “Dispute”) arising out of or relating to this Agreement or Ancillary Agreement (except as set forth in Section 7.6) (including regarding whether any Assets are CURB Assets, any Liabilities are CURB Liabilities or the validity, interpretation, breach or termination of this Agreement or any Ancillary Agreement), shall provide Notice thereof to the other Party (the “Initial Notice”), and within 30 days of the delivery of the Initial Notice, the Parties shall attempt in good faith to negotiate a resolution of the Dispute. The negotiations shall be conducted by the highest ranking officer of each Party who is not also a director or officer of the other Group (and, in any event, holding, at a minimum, the title of vice president. It being acknowledged that if there are multiple such officers, any such officer may serve). All such negotiations shall be confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. If the Parties are unable for any reason to resolve a Dispute within 30 days after the delivery of such Notice or if a Party reasonably concludes that the other Party is not willing to negotiate as contemplated by this Section 7.1, the Dispute shall be submitted to mediation in accordance with Section 7.2.

7.2 Mediation. Any Dispute not resolved pursuant to Section 7.1 shall, at the written request of a Party (a “Mediation Request”), be submitted to nonbinding mediation in accordance with the then current International Institute for Conflict Prevention and Resolution (“CPR”) Mediation Procedure, except as modified herein. The mediation shall be held in New York, New York. The Parties shall have 20 days from receipt by a Party of a Mediation Request to agree on a mediator. If no mediator has been agreed upon by the Parties within 20 days of receipt by a party of a Mediation Request, then a Party may request (on Notice to the other Party), that CPR appoint a mediator in accordance with the CPR Mediation Procedure. All mediation pursuant to this clause shall be confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence, and no oral or documentary representations made by the Parties during such mediation shall be admissible for any purpose in any subsequent proceedings. No Party shall disclose or permit the disclosure of any information about the

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evidence adduced or the documents produced by the other Party in the mediation proceedings or about the existence, contents or results of the mediation without the prior written consent of such other Party, except in the course of a judicial or regulatory proceeding or as may be required by Law or requested by a Governmental Authority or securities exchange. Before making any disclosure permitted by the preceding sentence, the Party intending to make such disclosure shall, to the extent reasonably practicable, give the other Party reasonable Notice of the intended disclosure and afford the other party a reasonable opportunity to protect its interests. If the Dispute has not been resolved within 60 days of the appointment of a mediator, or within 90 days after receipt by a Party of a Mediation Request (whichever occurs sooner), or within such longer period as the Parties may agree to in writing, then the Dispute shall be submitted to binding arbitration in accordance with Section 7.3.

7.3 Arbitration.

(a) In the event that a Dispute has not been resolved within 60 days of the appointment of a mediator in accordance with Section 7.2, or within 90 days after receipt by a Party of a Mediation Request (whichever occurs sooner), or within such longer period as the Parties may agree to in writing, then such Dispute shall, upon the written request of a Party (the “Arbitration Request”) be submitted to be finally resolved by binding arbitration pursuant to the CPR Arbitration Procedure. The arbitration shall be held in the same location as the mediation pursuant to Section 7.2. Unless otherwise agreed by the Parties in writing, any Dispute to be decided pursuant to this Section 7.3 will be decided (i) before a sole arbitrator if the amount in dispute, inclusive of all claims and counterclaims, totals less than $5 million; or (ii) by a panel of three arbitrators if the amount in dispute, inclusive of all claims and counterclaims, totals $5 million or more.

(b) The panel of three arbitrators will be chosen as follows: (i) within 15 days from the date of the receipt of the Arbitration Request, each Party will name an arbitrator; and (ii) the two Party-appointed arbitrators will thereafter, within thirty (30) days from the date on which the second of the two arbitrators was named, name a third, independent arbitrator who will act as chairperson of the arbitral tribunal. In the event that either Party fails to name an arbitrator within 15 days from the date of receipt of the Arbitration Request, then upon written application by either Party, that arbitrator shall be appointed pursuant to the CPR Arbitration Procedure. In the event that the two Party-appointed arbitrators fail to appoint the third, then the third, independent arbitrator will be appointed pursuant to the CPR Arbitration Procedure. If the arbitration will be before a sole independent arbitrator, then the sole independent arbitrator will be appointed by agreement of the Parties within 15 days of the date of receipt of the Arbitration Request. If the Parties cannot agree to a sole independent arbitrator, then upon written application by either party, the sole independent arbitrator will be appointed pursuant to the CPR Arbitration Procedure.

(c) The arbitrator(s) will have the right to award, on an interim basis, or include in the final award, any relief which it deems proper in the circumstances, including money damages (with interest on unpaid amounts from the due date), injunctive relief (including specific performance) and attorneys’ fees and costs; provided that the arbitrator(s) will not award any relief not specifically requested by the Parties and, in any event, will not award any indirect, punitive, exemplary, remote, speculative or similar damages in excess of compensatory damages

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of the other arising in connection with the transactions contemplated hereby (other than any such Liability with respect to a Third-Party Claim). Upon selection of the arbitrator(s) following any grant of interim relief by a special arbitrator or court pursuant to Section 7.4, the arbitrator(s) may affirm or disaffirm that relief, and the Parties will seek modification or rescission of the order entered by the court as necessary to accord with the decision of the arbitrator(s). The award of the arbitrator(s) shall be final and binding on the Parties, and may be enforced in any court of competent jurisdiction. The initiation of mediation or arbitration pursuant to this Article VII will toll the applicable statute of limitations for the duration of any such proceedings.

7.4 Litigation and Unilateral Commencement of Arbitration. Notwithstanding the foregoing provisions of this Article VII, (a) a Party may seek preliminary provisional or injunctive judicial relief with respect to a Dispute without first complying with the procedures set forth in Section 7.1, Section 7.2 and Section 7.3 if such action is reasonably necessary to avoid irreparable damage and (b) either Party may initiate arbitration before the expiration of the periods specified in Section 7.2 and Section 7.3 if (i) such Party has submitted a Mediation Request or Arbitration Request, as applicable, and the other party has failed, within the applicable periods set forth in Section 7.3, to agree upon a date for the first mediation session to take place within 30 days after the appointment of such mediator or such longer period as the Parties may agree to in writing or (ii) such Party has failed to comply with Section 7.3 in good faith with respect to commencement and engagement in arbitration. In such event, the other Party may commence and prosecute such arbitration unilaterally in accordance with the CPR Arbitration Procedure.

7.5 Conduct During Dispute Resolution Process. Unless otherwise agreed to in writing, the Parties shall, and shall cause their respective members of their Group to, continue to honor all commitments under this Agreement and each Ancillary Agreement to the extent required by such agreements during the course of dispute resolution pursuant to the provisions of this Article VII, unless such commitments are the specific subject of the Dispute at issue.

7.6 Disputes Arising Under the Shared Services Agreement. The provisions of Section 7.1 through Section 7.5 do not apply to Disputes arising out of or relating to the Shared Services Agreement (Disputes arising thereunder being controlled by the applicable provisions of the Shared Services Agreement).

ARTICLE VIII

FURTHER ASSURANCES AND ADDITIONAL COVENANTS

8.1 Further Assurances.

(a) In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties shall use its reasonable best efforts, prior to, on and after the Effective Time, to take, or cause to be taken, all actions, and to do, or cause to be done, all things, reasonably necessary, proper or advisable under applicable Laws, regulations and agreements to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements.

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(b) Without limiting the foregoing, prior to, on and after the Effective Time, each Party hereto shall cooperate with the other Party, and without any further consideration, but at the expense of the requesting Party, execute and deliver, or use its reasonable best efforts to cause to be executed and delivered, all instruments, including instruments of conveyance, assignment and transfer, and to make all filings with, and to obtain or make all Approvals or Notifications of, any Governmental Authority or any other Person under any permit, license, agreement, indenture or other instrument, and to take all such other actions as such Party may reasonably be requested to take by the other Party from time to time, consistent with the terms of this Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement and the Ancillary Agreements and the transfers of the CURB Assets and the SITC Assets and the assignment and assumption of the CURB Liabilities and the SITC Liabilities and the other transactions contemplated hereby and thereby. Without limiting the foregoing, each Party will, at the reasonable request, cost and expense of the other Party, take such other actions as may be reasonably necessary to vest in such other Party good and marketable title to the Assets allocated to such Party under this Agreement or any of the Ancillary Agreements, free and clear of any Security Interest, if and to the extent it is practicable to do so.

(c) On or prior to the Effective Time, SITC and CURB in their respective capacities as direct and indirect shareholders of the members of their Groups, shall each ratify any actions which are reasonably necessary or desirable to be taken by SITC, CURB or any of the members of their respective Groups, as the case may be, to effectuate the transactions contemplated by this Agreement and the Ancillary Agreements.

(d) SITC and CURB, and each of the members of their respective Groups, waive (and agree not to assert against any of the others) any claim or demand that any of them may have against any of the others for any Liabilities or other claims relating to or arising out of: (i) the failure of CURB or any other member of the CURB Group, on the one hand, or of SITC or any other member of the SITC Group, on the other hand, to provide any notification or disclosure required under any state Environmental Law in connection with the Separation or the other transactions contemplated by this Agreement, including the transfer by any member of any Group to any member of the other Group of ownership or operational control of any Assets not previously owned or operated by such transferee; or (ii) any inadequate, incorrect or incomplete notification or disclosure under any such state Environmental Law by the applicable transferor. To the extent any Liability to any Governmental Authority or any Third Party arises out of any action or inaction described in clause (i) or (ii) above, the transferee of the applicable Asset hereby assumes and agrees to pay any such Liability.

8.2 Treatment of Commingled Properties. The Parties acknowledge that the CURB Properties set forth on Schedule 8.2 are subject to ground leases (the “Commingled Properties”) by and between the applicable member of the SITC Group and the applicable member of the CURB Group, pursuant to which the Commingled Properties may be subdivided into separate legal parcels of real property for all purposes and a separate parcel for the assessment of real property taxes in accordance with the applicable ground lease (a “Subdivision”). In accordance with the terms and conditions of the applicable ground lease(s), unless otherwise provided therein, CURB (or the applicable member of the CURB Group) shall be solely responsible for the cost of obtaining a Subdivision, any application or review fees, attorneys’ fees and the cost of

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recording such Subdivision; provided that CURB (or the applicable member of the CURB Group) will not be required to pay any additional consideration or fee to SITC (or any member of the SITC Group) in connection with a Subdivision. For the avoidance of doubt, in the event of any conflict between the covenants and obligations set forth in the immediately preceding sentence of this Section 8.2 and the applicable ground lease, the terms of the applicable ground lease shall control.

8.3 Redevelopment Projects. From and after the Effective Time, SITC shall cause the applicable members of the SITC Group to (a) take, at its own expense, all actions reasonably necessary to complete the renovation or redevelopment of the CURB Properties set forth on Schedule 8.3 (the “Redevelopment Projects”), in each case, substantially in accordance with the plans and specifications and other terms and conditions (including as to scope of work, standard of care, timing for completion and inspection rights) attached to Schedule 8.3, and (b) keep a designated representative of CURB reasonably informed with respect to the progress of such Redevelopment Projects as further set forth on Schedule 8.3. SITC (or the applicable member of the CURB Group) shall bear all costs and expenses in connection with all Redevelopment Projects, including the cost and expense of preparing the applicable property for redevelopment, application or review fees, attorneys’ fees and other costs and expenses incurred in connection with such Redevelopment Projects.

8.4 Insurance Subsidiary; Purchase Option. Subject to the limitations and conditions described herein, upon the two-year anniversary of the Effective Time (the “Option Trigger Date”), CURB shall have the right to purchase (the “Purchase Option”) all of the equity interests of the member of the SITC Group set forth on Schedule 8.4 (the “Purchase Option Company”) from SITC or the applicable member of the SITC Group for the price of one dollar plus an amount equal to any retained capital held by the Purchase Option Company at the time of consummation of such sale and purchase (the “Option Purchase Price”), by delivering notice to SITC of the exercise of such right within one year of the Option Trigger Date (the “Option Notice Deadline”). As promptly as practicable following the delivery of the notice contemplated by the preceding sentence, and subject to receipt of any required Approvals or Notifications from any Governmental Authorities, CURB shall make the payment of the Option Purchase Price in immediately available funds to such account or accounts as may be designated by SITC, and both Parties (or the applicable members of their respective Groups) shall execute documentation reasonably satisfactory to CURB and SITC to consummate the sale and purchase of the Purchase Option Company. In connection with the sale and purchase of the Purchase Option Company, the Parties will work together in good faith to obtain any Approval or Notifications from any Governmental Authority required in connection therewith at CURB’s cost and expense, including, all filing, legal or Third Party fees. Prior to the Option Notice Deadline, (a) neither SITC nor any other member of its Group may transfer any of its equity interests in the Purchase Option Company to any other Person (other than another member of the SITC Group), (b) dissolve, liquidate or windup the Purchase Option Company (or take similar actions having the same or a similar effect) or (c) merge or consolidate the Purchase Option Company with any other Person (or take similar actions having the same or similar effect), in each case, without the prior written consent of CURB. Notwithstanding the foregoing, the Purchase Option shall terminate and thereafter be of no further force and effect, and CURB shall not have the right to exercise the Purchase Option to purchase all of the equity interests of the Purchase Option Company from SITC, upon or following the termination of the Shared Services Agreement pursuant to a Sanctioned Termination Event (as such term is defined in the Shared Services Agreement).

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8.5 Lease Agreement. On or prior to April 1, 2025, SITC and CURB shall, or shall cause the applicable member of its respective Group to, enter into the Lease Agreement, effective as of April 1, 2025, for the space described in the Lease Agreement upon the terms and conditions set forth in such Lease Agreement. The Parties will cooperate in good faith to make any changes reasonably required to the form of Lease Agreement such that the Lease Agreement is in execution form, including appropriately completing any exhibits, placeholders or blanks.

ARTICLE IX

TERMINATION

9.1 Termination. This Agreement may be terminated and the Distribution may be amended, modified or abandoned at any time prior to the Effective Time by SITC, in its sole and absolute discretion, without the approval or consent of any other Person, including CURB. After the Effective Time, this Agreement may not be terminated except by an agreement in writing signed by a duly authorized officer of each of the Parties.

9.2 Effect of Termination. In the event of any termination of this Agreement prior to the Effective Time, no Party (nor any of its directors, officers or employees) shall have any Liability or further obligation to the other Party by reason of this Agreement.

ARTICLE X

MISCELLANEOUS

10.1 Counterparts; Entire Agreement; Corporate Power.

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

(b) This Agreement and Ancillary Agreements and the Exhibits and Schedules hereto and thereto contain the entire agreement between the Parties with respect to the subject matter hereof, and supersede all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to such subject matter.

(c) SITC represents on behalf of itself and each other member of the SITC Group, and CURB represents on behalf of itself and each other member of the CURB Group, as follows:

(i) each such Person has the requisite power and authority and has taken all action necessary in order to execute, deliver and perform this Agreement and each Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby; and

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(ii) this Agreement and each Ancillary Agreement to which it is a party has been duly executed and delivered by it and constitutes a valid and binding agreement of it enforceable in accordance with the terms thereof.

10.2 Governing Law. The provisions of this Agreement and, unless expressly provided there, each Ancillary Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of laws thereof.

10.3 Assignability. Except as set forth in any Ancillary Agreement, this Agreement and each Ancillary Agreement shall be binding upon and inure to the benefit of the Parties and the parties thereto, respectively, and their respective successors and permitted assigns; provided, however, that neither Party nor any such party thereto may assign its rights or delegate its obligations under this Agreement or any Ancillary Agreement without the express prior written consent of the other Party hereto or other parties thereto, as applicable. Notwithstanding the foregoing, no such consent shall be required for the assignment of a party’s rights and obligations under this Agreement and the Ancillary Agreements (except as may be otherwise provided in any such Ancillary Agreement) in whole (i.e., the assignment of a party’s rights and obligations under this Agreement and all Ancillary Agreements all at the same time) in connection with a change of control of a Party so long as the resulting, surviving or transferee Person assumes all the obligations of the relevant party thereto by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party.

10.4 Third-Party Beneficiaries. Except for the indemnification rights under this Agreement of any SITC Indemnitee or CURB Indemnitee in their respective capacities as such, (a) the provisions of this Agreement and each Ancillary Agreement are solely for the benefit of the Parties and are not intended to confer upon any Person except the Parties any rights or remedies hereunder and (b) there are no third-party beneficiaries of this Agreement or any Ancillary Agreement and neither this Agreement nor any Ancillary Agreement shall provide any Third Party with any remedy, claim, Liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement or any Ancillary Agreement.

10.5 Notices. Any notice, report or other communication (each a “Notice”) required or permitted to be given under this Agreement and, to the extent applicable and unless otherwise provided therein, under each Ancillary Agreement shall be in writing and shall be given by being delivered (a) by hand, (b) by courier or overnight carrier or (c) by e-mail to the addresses set forth below:

To SITC:

SITE Centers Corp.

3300 Enterprise Parkway

Beachwood, Ohio 44122

Attention: General Counsel

e-mail: [***]

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

Jones Day

901 Lakeside Avenue

Cleveland, Ohio 44114

Attention: Peter Izanec

email: [***]

To CURB or CURB OP:

Curbline Properties Corp.

3300 Enterprise Parkway

Beachwood, Ohio 44122

Attention: General Counsel

e-mail: [***]

Any Party may at any time give Notice to the other Party of a change in its address for the purposes of this Section 10.5. For the avoidance of doubt, it is expressly understood that either Party may waive the requirement of any applicable Notice provision hereunder or under any Ancillary Agreement at any time and by any reasonable means.

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

10.7 Force Majeure. No Party shall be deemed in default of this Agreement or, unless otherwise expressly provided therein, any Ancillary Agreement for any delay or failure to fulfill any obligation (other than a payment obligation) hereunder or thereunder so long as and to the extent to which any delay or failure in the fulfillment of such obligation is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure. In the event of any such excused delay, the time for performance of such obligations (other than a payment obligation) shall be extended for a period equal to the time lost by reason of the delay. A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event, (a) provide Notice to the other Party of the nature and extent of any such Force Majeure condition; and (b) use commercially reasonable efforts to remove any such causes and resume performance under this Agreement and the Ancillary Agreements, as applicable, as soon as reasonably practicable.

10.8 No Set-Off. Except as set forth in any Ancillary Agreement or as otherwise mutually agreed to in writing by the Parties, neither Party nor any member of such Party’s group shall have any right of set-off or other similar rights with respect to (a) any amounts received pursuant to this Agreement or any Ancillary Agreement; or (b) any other amounts claimed to be owed to either such Party or any member of its Group arising out of this Agreement or any Ancillary Agreement.

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10.9 Publicity. Prior to the Effective Time, each of SITC and CURB shall consult with each other prior to either Party issuing any press releases or otherwise making public statements with respect to the Separation, the Distribution or any of the other transactions contemplated hereby or under any Ancillary Agreement and prior to making any filings with any Governmental Authority with respect thereto.

10.10 Expenses. Except as otherwise expressly set forth in this Agreement or any Ancillary Agreement or as otherwise agreed to in writing by the Parties, (a) all fees, costs and expenses, including all accounting, legal, financial advisory, NYSE or Third Party fees, incurred prior to the Effective Time in connection with the preparation, execution, delivery and implementation of this Agreement and any Ancillary Agreement, the Separation, the Form 10, the CURB Financing Arrangements and the Distribution and the consummation of the transactions contemplated hereby shall be borne by SITC; and (b) all fees, costs and expenses, including all accounting, legal, financial advisory, NYSE or Third Party fees, incurred after the Effective Time shall be borne by the Party or its applicable Subsidiary incurring such fees, costs or expenses.

10.11 Headings. The article, section and paragraph headings contained in this Agreement and the Ancillary Agreements are for convenience only, and they neither form a part of this Agreement or any Ancillary Agreement nor are they to be used in the construction or interpretation hereof or thereof.

10.12 Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability for the breach of any obligations contained herein, shall survive the Separation and the Distribution and shall remain in full force and effect.

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

10.14 Specific Performance. Subject to the provisions of Article VII, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement or any Ancillary Agreement, the Party or Parties who are, or are to be, thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief in respect of its or their rights under this Agreement or such Ancillary Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that the remedies at law for any breach or threatened breach, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived by each of the Parties.

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10.15 Amendments. Neither this Agreement nor any Ancillary Agreement shall be amended, supplemented, terminated, modified, discharged or otherwise changed, in whole or in part, except by an instrument in writing signed by the parties hereto or thereto, or their respective successors or permitted assignees.

10.16 Interpretation. For the purposes of this Agreement and the Ancillary Agreements, (a) whenever the context may require, any pronoun shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (b) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation;” (c) the word “or” is not exclusive; (d) the words “herein,” “hereof” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement (or the applicable Ancillary Agreement) as a whole (including all of the Schedules and Exhibits hereto and thereto); (e) references to any Person include the successors and permitted assigns of that Person; (f) “to the extent” means the degree to which a subject or other thing extends, and such phrase does not mean simply “if;” (g) unless the context otherwise requires, Articles, Sections, Schedules and Exhibits mean Articles of, Sections of and Schedules and Exhibits attached to this Agreement (or the applicable Ancillary Agreement); (h) references to “business day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions are generally authorized or required by law to close in the United States or Cleveland, Ohio; (i) references herein to this Agreement or any other agreement contemplated herein shall be deemed to refer to this Agreement or such other agreement as of the date on which it is executed and as it may be amended, modified or supplemented thereafter, unless otherwise specified; and (j) unless expressly stated to the contrary in this Agreement or in any Ancillary Agreement, all references to “the date hereof,” “the date of this Agreement,” “hereby” and “hereupon” and words of similar import shall be references to October 1, 2024. This Agreement and the Ancillary Agreements shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. The Schedules and Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement (or the applicable Ancillary Agreement) to the same extent as if they were set forth verbatim herein or therein. In the case of any conflict between this Agreement and (x) the Shared Services Agreement in relation to any matters addressed by the Shared Services Agreement, the Shared Services Agreement shall prevail unless the Shared Services Agreement explicitly states that this Agreement shall control; (y) the Employee Matters Agreement in relation to any matters addressed by the Employee Matters Agreement, the Employee Matters Agreement shall prevail unless the Employee Matters Agreement explicitly states that this Agreement shall control; and (z) the Tax Matters Agreement in relation to any matters addressed by the Tax Matters Agreement, the Tax Matters Agreement shall prevail unless the Tax Matters Agreement explicitly states that this Agreement shall control.

10.17 Limitations of Liability. Notwithstanding anything in this Agreement to the contrary, but without limiting any recovery expressly provided by Section 7.2, neither CURB or any member of the CURB Group, on the one hand, nor SITC or any member of the SITC Group, on the other hand, shall be liable under this Agreement to the other for any punitive or exemplary damages in connection with the transactions contemplated hereby (other than any such Liability with respect to a Third-Party Claim).

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10.18 Performance. SITC will cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement or in any Ancillary Agreement to be performed by any member of the SITC Group. CURB will cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement or in any Ancillary Agreement to be performed by any member of the CURB Group. Each Party (including its permitted successors and assigns) further agrees that it will (a) give timely notice of the terms, conditions and continuing obligations contained in this Agreement and any applicable Ancillary Agreement to all of the other members of its Group and (b) cause all of the other members of its Group not to take any action or fail to take any such action inconsistent with such Party’s obligations under this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the Parties have caused this Separation and Distribution Agreement to be executed by their duly authorized representatives.

[Signature Page to Separation and Distribution Agreement]

Exhibit 10.1

SHARED SERVICES AGREEMENT

by and among

SITE CENTERS CORP.,

CURBLINE PROPERTIES CORP.,

and

CURBLINE PROPERTIES LP

Dated October 1, 2024

TABLE OF CONTENTS

i

TABLE OF CONTENTS

(continued)

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SHARED SERVICES AGREEMENT

THIS SHARED SERVICES AGREEMENT, dated October 1, 2024 (this “Agreement”), is by and among SITE Centers Corp., an Ohio corporation (“SITC”), Curbline Properties Corp., a Maryland corporation (“CURB”), and Curbline Properties LP, a Delaware limited partnership (“CURB OP”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Section 1.

RECITALS:

WHEREAS, CURB OP is the operating partnership of CURB, which, as of the date hereof, operates through an UPREIT structure, in which substantially all of CURB’s properties and assets are held through its operating partnership;

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

WHEREAS, following the Spin-off, CURB OP employs, either directly or through one or more of its subsidiaries, (i) executive officers and other senior management personnel with extensive experience in all aspects of managing the business and operations of REITs similarly situated to SITC and (ii) transactions personnel with extensive experience with transactions involving or related to real estate assets, and is willing to provide management and leadership services and transactions services to SITC pursuant to the terms of this Agreement; and

WHEREAS, following the Spin-off, SITC has retained certain personnel, assets and other resources, including Systems and office space, necessary or useful for the operation of a REIT undertaking the current or anticipated future operations of CURB, and is willing to provide such personnel, assets and other resources to CURB OP, either directly or to its Affiliates, pursuant to the terms and conditions of this Agreement.

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

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

“Accessing Party” has the meaning set forth in Section 18(a).

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

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

“Ancillary Agreement” has the meaning as such term is defined in the Separation and Distribution Agreement.

“Arbitration Request” has the meaning set forth in Section 31(c)(i).

“Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions are generally authorized or required by law to close in New York City, New York.

“Confidential Information” has the meaning set forth in Section 17(a).

“Contract” means any contract, lease, license, permit, indenture, note, bond, mortgage, agreement, concession, franchise, instrument, undertaking, commitment, understanding or other arrangement, whether written or oral, that is binding on any Person or any part of its property under applicable Law.

“Convenience Early Exit Amount” means an amount equal to $12 million.

“CPR” has the meaning set forth in Section 31(b).

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

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

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

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

“CURB Gross Revenue” means all receipts of every kind and nature derived from the operation of the CURB Properties during a specified month on a cash basis, including receipts from (a) all fixed and minimum rent, percentage rent and license fees payable by tenants and other occupants of each CURB Property; (b) the sale of electricity, utilities and heating, ventilation and air conditioning to tenants and other occupants of each CURB Property; (c) all amounts charged to tenants and other occupants of each CURB Property for common area maintenance, real estate taxes, insurance and interest; (d) any other payments of any nature made by any tenants or other occupants including lease termination fees; (e) proceeds of rent interruption insurance; and (f) all

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amounts contributed to any marketing and promotion fund or merchants association, if any. For purposes of this Agreement, “CURB Gross Revenue” shall exclude any proceeds received and collected from: (i) proceeds from the financing or sale of any portions of any CURB Property; (ii) the condemnation or taking of all or a portion of any CURB Property by eminent domain; (iii) insurance policies (except for rent interruption insurance proceeds); (iv) any extraordinary or non-recurring event, including proceeds from any litigation other than rent (and other reimbursable expenses) collections and other than interest collected thereon; (v) security deposits and other deposits (unless applied upon rent, damages or other expenses); (vi) trade discounts and rebates; (vii) payments by tenants for tenant improvements; (viii) refunds due to overpayment; (ix) amounts paid to reimburse CURB OP or its applicable subsidiary owner of the applicable CURB Property for the cost of capital improvements or remodeling and tenant charges, including overhead or interest factor payable by tenants in connection with such reimbursement; (x) abatement, reduction of refund of taxes; and (xi) amortization for tenant work (except that portion which is part of base rent).

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

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

“CURB Services” has the meaning set forth in Section 3(a).

“Director” means a director of SITC or CURB, as context requires.

“Disclosing Party” has the meaning set forth in Section 17(a).

“Dispute” has the meaning set forth in Section 31(a).

“Dispute Party” has the meaning set forth in Section 31(a).

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

“Governmental Authority” means any nation or government, any state, municipality or other political subdivision thereof, and any entity, body, agency, commission, department, board, bureau, court, tribunal or other instrumentality, whether federal, state, local, domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory, administrative or other similar functions of, or pertaining to, government and any executive official thereof.

“Granting Party” has the meaning set forth in Section 18(a).

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

“Initial Notice” has the meaning set forth in Section 31(a).

“Joint Representation Attorney” has the meaning set forth in Section 20.

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“Joint Representation Matter” has the meaning set forth in Section 20.

“Law” means any national, supranational, federal, state, provincial, local or similar law (including common law), statute, code, order, ordinance, rule, regulation, treaty, license, permit, authorization, approval, consent, decree, injunction, binding judicial or administrative interpretation or other requirement, in each case, enacted, promulgated, issued or entered by a Governmental Authority.

“Lease Agreement” means the form of lease agreement attached as Exhibit A.

“Leased Shared Corporate Offices” means, collectively, the offices leased by SITC or its Affiliates more particularly described on Exhibit B.

“Mediation Request” has the meaning set forth in Section 31(b).

“Notice” has the meaning set forth in Section 27.

“Owned Shared Corporate Offices” means, collectively, the offices owned by SITC or its Affiliates more particularly described on Exhibit B.

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

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

“Property” or “Properties” means CURB Property or CURB Properties or SITC Property or SITC Properties, as the context may indicate.

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

“Receiving Party” has the meaning set forth in Section 17(a).

“Recipient” means (a) in the case of CURB Services, SITC receiving Services hereunder, or (b) in the case of SITC Services, CURB OP receiving Services hereunder.

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

“Sanctioned Termination Event” means the termination of this Agreement by (a) SITC pursuant to Section 22(d)(ii) upon a CURB Change of Control or a change in the composition of the CURB Board such that the CURB Continuing Directors cease for any reason to constitute at least a majority of the CURB Board, (b) SITC pursuant to Section 22(f) on account of CURB’s uncured material breach of this Agreement or (c) CURB OP pursuant to Section 22(e)(ii) upon a CURB Change of Control.

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“Security Regulations” has the meaning set forth in Section 18(a).

“Separation and Distribution Agreement” means that certain Separation and Distribution Agreement by and among SITC, CURB and CURB OP dated as of the date hereof.

“Service Provider” means (a) in the case of CURB Services, CURB OP providing Services hereunder or (b) in the case of SITC Services, SITC providing Services hereunder.

“Services” means the CURB Services or the SITC Services, individually, or the CURB Services and the SITC Services, collectively, as the context may indicate.

“Shared Corporate Offices” means, collectively, the Leased Shared Corporate Offices and the Owned Shared Corporate Offices.

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

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

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

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

“SITC Code of Regulations” means SITC’s Amended and Restated Code of Regulations, dated October 11, 2018, as the same may be amended from time to time.

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

“SITC Disinterested Director” means a Director of SITC who (a) qualifies as “independent” as determined by the requirements of the New York Stock Exchange and the regulations of the U.S. Securities and Exchange Commission and (b), at the time the relevant action is to be taken under this Agreement, is not also then a Director, officer or employee of CURB or any of its Affiliates.

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

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“SITC Services” has the meaning set forth in Section 3(b).

“SITC Services Fee” has the meaning set forth in Section 6(a).

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

“Systems” has the meaning set forth in Section 18(a).

“Tax Matters Agreement” means that certain Tax Matters Agreement by and among SITC, CURB and CURB OP dated as of the date hereof.

“Term” has the meaning set forth in Section 21.

“Termination Amount” means an amount equal to the product of $2.5 million and the total number of whole and partial fiscal quarters remaining in the Term as of the Termination Date or effective date of the termination of the SITC Services, as applicable, with the amount attributable to any partial fiscal quarter being pro-rated based on the proportion of days remaining in such partial fiscal quarter.

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

2. STANDARD. Service Provider shall use, and shall cause each of its applicable Affiliates to use, its commercially reasonable efforts in the timely provision of the Services to be rendered by it hereunder to Recipient, exercising the same degree of care and diligence as it exercises in performing the same or similar services for itself, and shall reasonably cooperate with Recipient in connection with the provision of such Services.

3. SERVICES.

(a) CURB SERVICES. During the Term, subject to the terms and conditions of this Agreement, including Section 4 and, consistent with the provisions of the SITC Articles of Incorporation and the SITC Code of Regulations and the objectives and policies of SITC established from time to time by the SITC Board and subject to the supervision and direction of the SITC Board and SITC executives, CURB OP will provide, or cause to be provided, the following services to SITC (collectively, the “CURB Services”):

(i) leadership and management services that are of a nature customarily performed by leadership and management overseeing the business and operations of a REIT similarly situated to SITC, including supervising various business functions of SITC necessary for the day-to-day management operations of SITC and its Affiliates (excluding, for the avoidance of doubt, supervising functional areas that are supervised by, or the personnel within such functional areas otherwise report to, any of the chief financial officer, the chief accounting officer or general counsel of SITC); and

(ii) transactions services that are of a nature customarily performed by a dedicated transactions team within an organization similarly situated to SITC, including the provision of personnel at both the leadership and operational levels necessary to ensure effective and efficient preparation, negotiation, execution and implementation of real estate transactions, as well as overseeing post-transaction activities and alignment with SITC’s strategic objectives.

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Individuals designated by CURB OP to provide such services shall be under the supervision and direction of the SITC Board when providing such CURB Services.

(b) SITC SERVICES. During the Term, subject to the terms and conditions of this Agreement and, subject to the supervision and direction of CURB OP’s executives and management personnel, SITC will provide, or cause to be provided, the services of its employees and the use or benefit of its assets and other resources (including access to its Systems) as may be necessary or useful to establish and operate various business functions at CURB in a manner as would be established and operated for a REIT similarly situated to CURB as if it had the internal resources to do so (collectively, the “SITC Services”). CURB OP will have the authority to supervise the employees of SITC and its Affiliates and direct and control the day-to-day activities of such employees while providing Services to CURB OP or its Affiliates hereunder.

(c) THIRD-PARTY SERVICE PROVIDERS. CURB OP acknowledges and agrees that certain of the SITC Services to be provided under this Agreement have been, and will continue to be provided, as applicable, by third-party service providers. To the extent so provided, SITC will use commercially reasonable efforts to (i) cause such third-party service providers to provide such SITC Services under this Agreement and/or (ii) enable CURB OP and its Affiliates to avail themselves of such SITC Services; provided, however, that if any such third-party service providers is unable or unwilling to provide any such SITC Services, the parties hereto agree to use their commercially reasonable efforts to determine the manner in which such SITC Services can best be provided.

(d) MODIFICATIONS. The parties hereto agree that SITC may make changes from time to time in the manner of performing the applicable SITC Service if SITC is making similar changes in performing similar services for itself, its Affiliates or other third parties, if any, provided that SITC furnishes to CURB OP substantially the same Notice (in content) as SITC provides to its Affiliates or third parties, if any, respecting such changes; provided, further, that SITC may make any of the following changes without obtaining the prior consent of, and without prior Notice to, CURB OP: (i) changes to the process of performing a particular SITC Service that do not adversely affect the benefits to CURB OP and its Affiliates in any material respect; (ii) emergency changes on a temporary and short-term basis; and (iii) changes to a particular SITC Service in order to comply with applicable Law.

(e) LIMITATIONS. Nothing in this Agreement shall require Service Provider to perform or cause to be performed any Services if the provision of such Services by Service Provider conflicts with or violates (i) applicable Law, (ii) any bona fide security-related requirements, policies or procedures or (iii) any Contract to which Service Provider or any of its Affiliates is a party or the rights of any third party with respect thereto; provided that Service Provider shall use commercially reasonable efforts to provide the Services in a manner that avoids any such conflict or violation.

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4. AUTHORITY OF CURB.

(a) Pursuant to the terms of this Agreement (including the limitations included in Section 3, this Section 4, Section 14 and Section 15), and subject to the continuing and exclusive authority of the SITC Board and SITC executives over the supervision of SITC, SITC, acting on the unanimous authority of the SITC Board, hereby delegates to CURB OP the authority to perform, or cause to be performed, including through its subsidiaries, the following in furtherance of the provision the CURB Services:

(i) make dispositions of the SITC Properties subject to the approval of, and within the authority as granted by, the SITC Board;

(ii) as necessary, furnish the SITC Board with advice and recommendations with respect to the making of dispositions consistent with the objectives and policies of SITC (including through participating in the formulation of SITC’s disposition strategy) and giving consideration to any borrowings undertaken by SITC secured by SITC Properties that have been, or are proposed to be, disposed;

(iii) from time to time, or at any time reasonably requested by the SITC Board, make reports to the SITC Board on the operations of SITC, including reports with respect to potential conflicts of interest involving Service Provider or any of its Affiliates, in the manner described in Section 15, and cooperate in good faith to eliminate or minimize any such conflicts; and

(iv) advise and assist SITC and the SITC Board in employee recruitment, performance evaluation and establishment of salary, bonus and other compensation scales for SITC employees.

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

(c) The SITC Board may, at any time upon the giving of Notice to CURB OP, modify or revoke the authority set forth in this Section 4 and such modification or revocation shall be effective upon receipt by CURB OP.

5. SHARED CORPORATE OFFICES.

(a) SHARED CORPORATE OFFICES. SITC shall make available to CURB OP and its Affiliates any and all space (non-exclusively, in common with the other SITC occupants thereof) at the Shared Corporate Offices until the earlier of (i) the three-year anniversary of the date of this Agreement or (ii) the termination of this Agreement pursuant to a Sanctioned Termination Event, to use for all purposes related to the lawful conduct of CURB OP’s and its Affiliates’ business, which access shall be subject to the provisions set forth on Exhibit B, including access to all common space in the Shared Corporate Offices, including conference and meeting rooms, hallways, stairwells and bathrooms and other commonly shared spaces that are under SITC’s control at the Shared Corporate Offices; provided that, notwithstanding the shared nature of the Shared Corporate Offices, the parties hereto shall cooperate to establish private

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personal office spaces within the Shared Corporate Offices for the exclusive use of their respective executives and employees, with such offices to be segregated from the otherwise shared spaces as is customary in a business office setting. Unless this Agreement is terminated pursuant to a Sanctioned Termination Event, until the three-year anniversary of the date of this Agreement, without the prior written consent of CURB OP, SITC will not, and will cause its Affiliates not to, terminate, assign (other than to an Affiliate of SITC), transfer or amend any lease for Real Property for any Leased Shared Corporate Offices.

(b) COMPLIANCE WITH LEASES. With respect to the Leased Shared Corporate Offices, CURB OP agrees, at all times, to comply with and to cause its employees, representatives and agents to comply with all terms and conditions set forth in the lease for Real Property between SITC or its applicable Affiliate and its landlord for the applicable Leased Shared Corporate Office, as such lease may be amended from time to time, and the provisions described on Exhibit B; provided that SITC shall promptly provide CURB OP with a copy of such leases and any such amendments; provided, further, that if there is any conflict between any such leases and the provisions of Exhibit B, the applicable lease terms shall control.

(c) LEASE OPTION. SITC hereby grants CURB OP (or its Affiliate designee) the option, exercisable by CURB OP until the earlier of (i) the three-year anniversary of this Agreement or (ii) the termination of this Agreement pursuant to a Sanctioned Termination Event by delivering Notice to SITC, to enter into the Lease Agreement attached as Exhibit A for the space at the Owned Shared Corporate Offices described in the Lease Agreement upon the terms and conditions set forth in such Lease Agreement. Within five Business Days after CURB OP delivers the Notice exercising the option to SITE, each party to the Lease Agreement shall execute and deliver the Lease Agreement to the other party thereto. If CURB OP fails to timely give Notice to SITC as provided for in the immediately preceding sentence, CURB OP shall be deemed to have waived CURB OP’s option to enter into the Lease Agreement. The parties hereto will cooperate in good faith to make any changes reasonably required to the form of Lease Agreement attached as Exhibit A such that the Lease Agreement is in execution form, including appropriately completing any exhibits, placeholders or blanks.

(d) BINDING EFFECT. The obligations of Section 5(a) and Section 5(c) with respect to the Owned Shared Corporate Offices shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. If SITC enters into a transaction regarding the sale, transfer, pledge, repledge, assignment, hypothecation or rehypothecation of the property in which the Owned Shared Corporate Offices are located, then prior to the closing of any such transaction, SITC and CURB OP shall cooperate in good faith to enter into a lease agreement for the Owned Shared Corporate Offices, containing the rights and obligations of the parties set forth in Section 5(a) and Section 5(c), to the satisfaction of CURB OP.

6. COMPENSATION.

(a) COMPENSATION TO SITC. As compensation for the provision of the SITC Services, CURB OP shall pay to SITC a fee in an aggregate amount of 2.0% of CURB Gross Revenue during the Term (the “SITC Services Fee”). The SITC Services Fee payable hereunder shall be paid in monthly installments each month in arrears no later than the tenth calendar day of each month based upon the CURB Gross Revenue for the prior month.

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(b) COMPENSATION TO CURB OP. In full consideration for the provision of the CURB Services provided by CURB OP under this Agreement, the parties hereto acknowledge that there shall be no separate fee paid in connection with the CURB Services provided hereunder. Notwithstanding the foregoing, SITC shall reimburse or pay for expenses incurred by or attributable to CURB OP and its Affiliates in accordance with the provisions of Section 7 below.

(c) PAYMENT OF FEES. To the extent any fees are not paid as and when such fees are required to be paid hereunder, such unpaid sum shall accrue interest at a rate equal to the Prime Rate plus 5% per annum calculated from the date such payment was due (without regard to any grace or cure periods contained herein) until the date on which the party with such payment obligation pays such unpaid sum.

(d) ADDITIONAL FEES. The Service Provider agrees to comply with all rules and accepts full liability for the payment of all contributions and taxes for all social security and benefits imposed by any governmental entity or agency, including for unemployment insurance and workers’ compensation, with respect to the persons the Service Provider has classified as employees or independent contractors of the Service Provider.

7. EXPENSES.

(a) Without limiting the obligations of SITC set forth in Section 7(c), SITC will pay or reimburse CURB OP and its Affiliates for reasonable out-of-pocket third-party expenses incurred by CURB OP or its Affiliates in connection with its performance of the CURB Services, which expenses shall be reimbursed no less than quarterly.

(b) Unless otherwise agreed, CURB OP has no obligation to pay or reimburse SITC for any expenses incurred by SITC or its Affiliates in connection with its performance of the SITC Services. To the extent that CURB or CURB OP directly contracts with a third party that is not an Affiliate of SITC to provide services in support of its business (e.g., auditors, property managers, information systems providers, etc.), CURB OP shall be directly responsible for and pay for the cost of such services, and SITC shall have no obligation to reimburse CURB or CURB OP for such costs or expenses.

(c) In addition, the parties hereto acknowledge and agree that certain categories of expenses are not reasonably capable of being identified with, or attributable to, a particular party’s performance or receipt of applicable Services hereunder in a reasonably practicable manner. Notwithstanding anything herein to the contrary, unless otherwise agreed, such expenses, including, for the avoidance of doubt, the categories of expenses described on Exhibit C, shall be borne exclusively by SITC, and CURB OP and its Affiliates shall have no obligation to reimburse SITC for such expenses.

(d) To the extent any expenses are not paid or reimbursed as and when such expenses are required to be paid hereunder, such unpaid sum shall accrue interest at a rate equal to the Prime Rate plus five percent (5%) per annum calculated from the date such payment was due (without regard to any grace or cure periods contained herein) until the date on which Recipient pays such unpaid sum.

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8. DISCLAIMER. Except as expressly set forth in Section 2, CURB OP, on the one hand, and SITC, on the other hand, in each case in their capacity as Service Provider, makes no representations or warranties, express or implied, in respect of the Services to be provided by it hereunder. Neither CURB OP shall have any obligations to SITC or any of its Affiliates, nor shall SITC have any obligations to CURB OP or any of its Affiliates other than as set forth in this Agreement, the Separation and Distribution Agreement, the Tax Matters Agreement, any other Ancillary Agreement or any other contract in effect as of the date hereof between CURB OP or one of its Affiliates, on the one hand, and SITC or one of its Affiliates, on the other hand.

9. NO PARTNERSHIP OR JOINT VENTURE.

(a) The parties to this Agreement are not partners or joint venturers with each other and nothing herein shall be construed to make them partners or joint venturers or impose any liability as such on any of them.

(b) Service Provider is an independent contractor. Service Provider and its Affiliates providing the Services will be solely responsible for all aspects of the employment relationship with the employees Service Provider classifies as employees of Service Provider or its Affiliates including, but not limited to hiring and terminating employment, providing compensation and benefits and all withholding, employment or payroll taxes, unemployment insurance, workers’ compensation and other insurance and fringe benefits with respect to such employees. Accordingly, (i) SITC shall retain all liability and be solely responsible for all employment-related, compensation and employee benefits liabilities relating to the employees SITC classifies as employees of SITC or its Affiliates and (ii) CURB OP shall retain all liability and be solely responsible for all employment-related, compensation and employee benefits liabilities relating to the employees that CURB OP classifies as employees of CURB OP or its Affiliates.

10. BANK ACCOUNTS; OTHER ASSETS.

(a) Each of CURB OP and SITC shall maintain separate bank accounts and no funds shall be commingled with the funds of the other; provided that nothing contained herein shall prohibit the transfer of funds from CURB OP to SITC (and vice versa) for purposes of (i) executing the terms of this Agreement, the Separation and Distribution Agreement and any Ancillary Agreement or (ii) for reimbursement of agreed upon expenses.

(b) All procedures, methods, systems, strategies, tools, equipment, facilities, software, data and other resources used by a party hereto, any of its Affiliates or any third-party service provider in connection with the provision of Services hereunder shall remain the property of such party hereto, its Affiliates or any third-party service provider, as applicable.

11. RECORDS. Service Provider shall maintain appropriate records of all its activities hereunder and make such records available for inspection by representatives of Recipient upon reasonable Notice during ordinary business hours.

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12. LIMITATIONS ON ACTIVITIES.

(a) Notwithstanding anything herein to the contrary, in providing the CURB Services, CURB OP shall refrain from taking any action which, in its sole judgment made in good faith, would (i) not comply with policies or guidelines set forth by the SITC Board and SITC executives, (ii) (A) adversely affect the status of SITC as a REIT, unless the SITC Board has determined that REIT qualification is not in the best interests of SITC and its shareholders (which determination shall be made in a manner consistent with the terms and conditions of the Tax Matters Agreement), (B) conflict with the terms and conditions of the Tax Matters Agreement, or (C) adversely affect the status of CURB as a REIT, (iii) subject SITC to regulation under the Investment Company Act of 1940, as amended, or (iv) otherwise not be permitted by the SITC Articles of Incorporation or SITC Code of Regulations, except, in all such cases of clauses (i), (ii)(A), (iii) and (iv) above, if such action shall be ordered by the SITC Board, in which case CURB OP shall provide Notice to the SITC Board promptly of CURB OP’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the SITC Board, and, in such event, CURB OP shall have no liability for acting in accordance with the specific instructions of the SITC Board so given.

(b) Notwithstanding anything herein to the contrary, in providing the SITC Services, SITC shall refrain from taking any action which, in its sole judgment made in good faith, would (i) adversely affect the status of SITC as a REIT, unless the SITC Board has determined that REIT qualification is not in the best interests of SITC and its shareholders (which determination shall be made in a manner consistent with the terms and conditions of the Tax Matters Agreement), or (ii) adversely affect the status of CURB as a REIT except, in the case of this clause (ii), if such action shall be ordered by CURB OP, in which case SITC shall provide Notice to the CURB Board promptly of SITC’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the CURB Board, and, in such event, SITC shall have no liability for acting in accordance with the specific instructions of the CURB Board so given.

(c) Except as contemplated by the Separation and Distribution Agreement or any Ancillary Agreement or any other contract in effect as of the date hereof between CURB OP or one its Affiliates, on the one hand, and SITC or one of its Affiliates, on the other hand, SITC shall not, and shall cause its Affiliates not to, (i) acquire or offer to acquire any Property from CURB OP or any of its Affiliates or (ii) sell or offer to sell any Property to CURB OP or any of its Affiliates, in each case, unless otherwise consented to by a majority of the SITC Disinterested Directors.

(d) Except as contemplated by the Separation and Distribution Agreement or any Ancillary Agreement or any other contract in effect as of the date hereof between CURB OP or one its Affiliates, on the one hand, and SITC or one of its Affiliates, on the other hand, CURB OP shall not, and shall cause its Affiliates not to, (i) acquire or offer to acquire any Property from SITC or any of its Affiliates or (ii) sell or offer to sell any Property to SITC or any of its Affiliates, in each case, unless otherwise consented to by a majority of the members of the CURB Board not otherwise interested in such transaction.

13. OTHER SERVICES.

(a) Should the SITC Board request that CURB OP or any of its Affiliates or any of their respective officers or employees render any material services to SITC other than those CURB Services set forth in Section 3(a), such services shall be separately compensated at such customary rates and in such customary amounts as are agreed upon by the CURB Board and the SITC Board, including a majority of the SITC Disinterested Directors thereon, and shall not be deemed to be CURB Services pursuant to the terms of this Agreement.

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(b) Should CURB OP request that SITC or any of its Affiliates or any of their respective officers or employees render any material services to CURB OP other than those SITC Services set forth in Section 3(b), SITC shall render such additional services if, at such time, SITC is performing the same or similar services for itself, and such services shall be separately compensated at such customary rates and in such customary amounts as are agreed upon by the CURB Board and the SITC Board, including a majority of the SITC Disinterested Directors thereof, and shall not be deemed to be SITC Services pursuant to this Agreement.

14. ACTIVITIES OF SERVICE PROVIDER. Recipient recognizes that it is not entitled to preferential treatment vis-à -vis Service Provider’s own business activities conducted on its own account and benefit. Nothing contained herein shall prevent Service Provider or any of its Affiliates, or any director, officer, member, partner, employee or shareholder of Service Provider or any of its Affiliates, (a) from rendering services identical or similar to those required by Service Provider hereunder to other Persons (including other REITs) and the management of other programs advised, sponsored or organized by Service Provider or its Affiliates or (b) from taking such actions as may be in the sole interest of Service Provider or any of its Affiliates with respect to (i) Service Provider’s or any of its Affiliates’ equity interests in Recipient (if any) or (ii) any guarantee or other credit support agreement, arrangement, commitment or understanding provided by Service Provider or any of its Affiliates to a third party for the benefit of Recipient or any of its Affiliates. Further, and for the avoidance of doubt, Service Provider and its Affiliates may themselves engage in the investment, acquisition, disposition, development, leasing, including such disposition and leasing activities that compete with Recipient, and financing of Real Property for their own account and benefit or for others and without any accountability or liability whatsoever to Recipient even though such services or business activities compete with or are enhanced by the business activity of Recipient; provided, however, that (x) Service Provider must devote sufficient resources to Recipient’s business to discharge its obligations to Recipient under this Agreement and (y) Service Provider and its Affiliates shall not use Confidential Information of Recipient to engage in activities that directly compete with, or that are directly adverse to the interests of, Recipient and its Affiliates.

15. CONFLICTS.

(a) If after the date hereof SITC shall propose to enter into any transaction (other than any transaction contemplated by this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement or any other contract in effect as of the date hereof between CURB OP or one its Affiliates, on the one hand, and SITC or one of its Affiliates, on the other hand) in which CURB OP or any of its Affiliates has or will have a material interest, then such transaction shall be approved by a majority of the SITC Disinterested Directors not otherwise interested in such transaction. CURB OP shall report to the SITC Board the existence of, or change in, any condition or circumstance of which it has actual knowledge, which creates or would reasonably be expected to create a material conflict of interest between CURB OP’s obligations to SITC and its obligations to itself or any of its Affiliates, including any material business relationship with any SITC Director or with respect to any SITC Property.

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(b) If after the date hereof CURB OP shall propose to enter into any transaction (other than any transaction contemplated by this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement or any other contract in effect as of the date hereof between CURB OP or one its Affiliates, on the one hand, and SITC or one of its Affiliates, on the other hand) in which SITC or any of its Affiliates has or will have a material interest, then such transaction shall be approved by a majority of the Directors of CURB not otherwise interested in such transaction. SITC shall report to CURB OP the existence of, or change in, any condition or circumstance of which it has actual knowledge, which creates or would reasonably be expected to create a material conflict of interest between SITC’s obligations to CURB OP and SITC’s obligations to itself or any of its Affiliates, including any material business relationship with any Director of CURB or with respect to any SITC Property.

(c) For purposes of this Section 15, the following shall be deemed not to create or give rise to a material conflict of interest: (i) CURB OP’s and its Affiliates’ interests in such other matters as may arise in the ordinary course of business in relation to the relationship between CURB OP and its Affiliates, on the one hand, and SITC and its Affiliates, on the other hand, as contemplated by this Agreement, including and without limiting the generality of the foregoing and for the avoidance of doubt, tenant leasing and development matters arising in the ordinary course of business or (ii) the fact that CURB OP and its Affiliates and SITC and its Affiliates may have the same lenders as one another.

16. NO RESTRICTIVE COVENANTS. Each party hereto agrees that this Agreement shall not include any non-solicit or other similar restrictive covenant with respect to the solicitation or hiring of employees or former employes of SITC and its Affiliates by CURB OP and its Affiliates. Accordingly, the parties hereto acknowledge and agree that in no event shall anything herein restrict or otherwise prohibit (or shall be interpreted or construed as restricting or otherwise prohibiting) CURB OP or any of its Affiliates from soliciting for employment, employing or attempting to employ any current or former employee or agent of SITC or any of its Affiliates, and none of CURB OP or any of its Affiliates shall be liable to SITC or its Affiliates by reason of any such activities or any such Person’s participation therein.

17. CONFIDENTIALITY; DATA PROTECTION.

(a) The following shall be considered “Confidential Information” under this Agreement: all proprietary or confidential information, provided or received in connection with the provision or receipt of the Services hereunder, concerning the business, business relationships (including prospective Properties, tenants and business partners) and financial affairs of any party hereto or its Affiliates (in each case, the party disclosing such information, the “Disclosing Party” and the party receiving such information, the “Receiving Party”), whether or not in writing, including trade secrets, know-how, research and development activities and information disclosed by third parties of a proprietary or confidential nature or under an obligation of confidence; provided, that Confidential Information does not include, and there shall be no obligation hereunder, with respect to information that (i) becomes available on a non-confidential basis to any Receiving Party or its Affiliates from a third-party source that is not known by such Receiving Party to be under any obligation of confidentiality with respect to such information or (ii) that is in the public domain or enters into the public domain through no fault of any Receiving Party. The foregoing shall not be in limitation of any restrictions set forth in the Separation and Distribution Agreement.

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(b) Each party hereto agrees to safeguard the other parties’ Confidential Information with the same degree of care used by such party to protect its own similar Confidential Information, but in no event less than a reasonable degree of care. Each Receiving Party further agrees that it shall not disclose the Disclosing Party’s Confidential Information; provided that (i) a Receiving Party may, to the extent reasonably necessary to provide the Services pursuant to this Agreement, disclose Confidential Information to any of its Affiliates, employees or other representatives or to third-party service providers that have agreed to maintain the confidentiality thereof; (ii) a Receiving Party may, to the extent reasonably necessary to receive the Services pursuant to this Agreement, disclose Confidential Information to any of its Affiliates, employees or other representatives or to third-party service providers that have agreed to maintain the confidentiality thereof; and (iii) as directed by the Disclosing Party. The agreements and obligations set forth in this Section 17(b) shall survive the expiration or termination of this Agreement until the second anniversary thereof.

(c) Notwithstanding anything contained herein to the contrary, Sections 17(a) and (b) shall not restrict the Receiving Party from disclosing the Disclosing Party’s Confidential Information to the extent reasonably necessary in connection with the enforcement of this Agreement or as required by applicable Law, rules, regulations or legal or regulatory process (including to the extent requested by any Governmental Authority in connection with any such Law, rules, regulations or legal or regulatory process), including any tax audit or litigation. In the event that Receiving Party or its Affiliates become legally required by deposition, interrogatory, request for documents, subpoena, civil investigative demand, regulatory request or similar judicial or administrative process to disclose any Confidential Information of the Disclosing Party, the Receiving Party shall, to the extent permitted by Law, provide the Disclosing Party with prompt prior Notice of such requirement so that the Disclosing Party may seek, at its expense, a protective order or other similar remedy to cause such Confidential Information not to be disclosed, and the Receiving Party shall reasonably cooperate with the Disclosing Party in connection with the Disclosing Party’s seeking of such protective order or similar remedy.

(d) Each party hereto shall process personal information owned by the other solely for the performance of its obligations under and in accordance with this Agreement, and in accordance with applicable data security and privacy laws.

18. SYSTEMS SECURITY.

(a) The parties hereto acknowledge that personnel of each party or such party’s Affiliates (the “Accessing Party”), as the case may be, will be given access to the other parties’ or its Affiliates’ (the “Granting Party”) information technology systems, information technology, platforms, networks, applications, software, software databases or computer hardware (“Systems”) in connection with the provision or receipt of the Services, in which there is no commercially practical method to partition or separate portions of the Systems or restrict the access of the personnel of the Accessing Party in connection with the Services. Accordingly, the Accessing Party shall comply with all of the Granting Party’s system security policies, procedures and requirements (collectively, “Security Regulations”), and shall not tamper with, compromise or circumvent any security or audit measures employed by the Granting Party or any of its Affiliates. Each Accessing Party shall ensure that its personnel accessing the Granting Party’s Systems are made aware of the restrictions set forth in this Agreement and the Security Regulations prior to connecting to the Granting Party’s Systems.

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(b) If the Granting Party in good faith determines that there is a material risk to the Granting Party due to the ability of the Accessing Party’s personnel to access the Granting Party’s Systems or data, the Granting Party may, but is under no obligation to, establish and implement commercially reasonable restrictions on the Accessing Party’s access to the Systems or data used in connection with the Services for the purposes of: (i) protecting the security of data on physical and electronic networks of the Granting Party; (ii) assuring compliance with contractual restrictions imposed by third parties; (iii) protecting the integrity of the Systems or data; or (iv) complying with applicable Law; provided that any such restrictions will be designed to minimize any disruption or limitation on the receipt and benefit of the Services by the Accessing Party; provided, further, that, prior to implementing any such restrictions, the Granting Party shall notify the Accessing Party of the reasons for seeking to limit such access including providing a description of the restrictions it intends to implement, and the parties hereto will cooperate in good faith to determine if such risks can be addressed without implementing such restrictions.

(c) If, at any time, an Accessing Party determines that any such personnel has (i) sought to circumvent, or has circumvented, the Security Regulations, (ii) has engaged in activities that may lead to destruction, alteration or loss of data, information or software of the Granting Party or any of its Affiliates, or (iii) has breached clause (y) of the last sentence of Section 14, the Accessing Party may immediately terminate any such person’s access to the Systems and immediately notify the Granting Party. Each Accessing Party shall cooperate with the relevant Granting Party in investigating any possible issues resulting from System’s access described in the preceding sentence.

19. INTELLECTUAL PROPERTY.

(a) Each party hereto shall retain all rights, title and interest in and to its intellectual property rights owned as of prior to the date hereof or outside the scope hereof, including any that may be used in connection with the Services. Recipient shall own all data generated by Service Provider specifically for Recipient as part of a Service. 

(b) With respect to the Services, each party hereto hereby grants to the other parties hereto a worldwide, non-exclusive, royalty-free, fully paid-up, non-sublicensable, non-transferable license for such Services to use such intellectual property owned or controlled by the other parties hereto as may be, and solely to the extent, required for such other parties hereto in their capacity as Service Provider or Recipient (as applicable) to provide or receive (as applicable) such Services under this Agreement. The foregoing license granted in this Section 19 shall expire upon the expiration of the Term or earlier termination of this Agreement. Subject to the terms and conditions hereof, the foregoing licenses are granted on an “as is, where is” basis, with all faults.

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20. JOINT REPRESENTATION MATTERS. Each party hereto recognizes that the provision of Services to, or receipt of Services from, the other under this Agreement will include the applicable Service Provider providing, or causing to be provided, legal counsel with respect to certain matters to the applicable Recipient (each such matter, a “Joint Representation Matter”), which Services shall be provided by internal counsel employed by the applicable Service Provider, who shall jointly represent both the Service Provider and Recipient as to each Joint Representation Matter (Service Provider’s internal counsel, when acting in such capacity, a “Joint Representation Attorney”); provided that the parties hereto may, from time to time, identify in writing internal counsel of the applicable party who shall be expressly excluded from the provision of such Services. With respect to the Joint Representation Matters, each party hereto (a) consents to such joint representation by the applicable Joint Representation Attorneys involved in such Joint Representation Matters, (b) waives any conflict of interest between the parties hereto arising from such joint representation, (c) agrees to the sharing of information and communications material to each such Joint Representation Matter with each other and the applicable Joint Representation Attorneys to the extent necessary for the provision of such legal services as contemplated hereunder by the applicable Joint Representation Attorney in the applicable Joint Representation Matter, and (d) agrees to maintain the confidentiality of such shared information and communications vis-à-vis all third parties. The intent of the parties hereto is to preserve, vis-à-vis all third parties, the attorney-client privilege and all other applicable legal privileges with respect to all Joint Representation Matters, and to permit the parties hereto to share information and engage in privileged communications with each other and/or Joint Representation Attorneys in any Joint Representation Matter without impacting or waiving in any way the applicability and enforceability of all such legal privileges as to third parties. Under no circumstances is it the intent of any party hereto, without express written consent, to waive any such privileges that any party hereto may assert against any third party.

21. TERM OF AGREEMENT. This Agreement shall be in effect as of the date hereof and continue in force until the third anniversary hereof (the “Term”) unless SITC or CURB OP elect to earlier terminate this Agreement in accordance with Section 22.

22. TERMINATION.

(a) SITC may terminate all CURB Services in their entirety at any time upon at least 30 days’ Notice to CURB OP.

(b) CURB OP may terminate all of the SITC Services in their entirety either (i) without cause upon at least 90 days’ Notice to SITC, or (ii) if SITC breaches any material provision of this Agreement and such material breach shall continue for a period of 20 Business Days after Notice thereof.

(c) CURB OP may, upon at least 30 days’ Notice to SITC, terminate all of the CURB Services in their entirety in the event of a change in the composition of the SITC Board at any time such that the SITC Continuing Directors cease for any reason to constitute at least a majority of the SITC Board.

(d) This Agreement may be terminated by SITC, upon a determination of a majority of the SITC Disinterested Directors: (i) upon at least 90 days’ Notice to CURB OP by SITC in the event of a SITC Change of Control and payment of the Termination Amount pursuant to Section 23(b), or (ii) upon at least 30 days’ Notice to CURB OP by SITC in the event of a CURB Change of Control or in the event of a change in the composition of the CURB Board at any time such that CURB Continuing Directors cease for any reason to constitute at least a majority of the CURB Board.

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(e) This Agreement may be terminated by CURB OP: (i) upon at least 30 days’ Notice to SITC in event of either a SITC Change of Control or a change in the composition of the SITC Board at any time such that the SITC Continuing Directors cease for any reason to constitute at least a majority of the SITC Board, or (ii) upon at least 90 days’ Notice to SITC in the event of a CURB Change of Control.

(f) This Agreement may be terminated by either SITC or CURB OP upon Notice 20 Business Days prior to the termination from the terminating party to the other party if the other party breaches any material provision of this Agreement and such material breach shall continue for a period of 20 Business Days after Notice thereof.

(g) This Agreement may also be terminated by SITC effective upon the second anniversary of the date hereof by providing Notice to CURB OP not later than 90 days prior to the second anniversary of the date hereof and payment to CURB OP of the Convenience Early Exit Amount.

23. EFFECT OF TERMINATION.

(a) In the event that CURB OP terminates all SITC Services in their entirety pursuant to Section 22(b)(ii) on account of SITC’s uncured material breach of this Agreement, SITC shall pay the Termination Amount to CURB OP on or prior to the effective date of the termination of the SITC Services.

(b) In the event that this Agreement is terminated by SITC pursuant to Section 22(d)(i) upon a SITC Change of Control, SITC shall pay the Termination Amount to CURB OP on the Termination Date.

(c) In the event that this Agreement is terminated by SITC pursuant to Section 22(g) effective on the second anniversary of the date hereof, SITC shall pay an amount equal to Convenience Early Exit Amount to CURB OP on the Termination Date.

(d) In the event that this Agreement is terminated by CURB OP (i) pursuant to Section 22(e)(i) upon a SITC Change of Control or a change in the composition of the SITC Board such that the SITC Continuing Directors cease for any reason to constitute at least a majority of the SITC Board or (ii) pursuant to Section 22(f), on account of SITC’s uncured material breach of this Agreement, in each case, SITC shall pay the Termination Amount to CURB OP on the Termination Date.

(e) Upon the expiration or earlier termination of this Agreement, unless instructed in writing by CURB OP prior to such time not to do so, SITC shall promptly transfer, or cause its applicable Affiliate to transfer, at no cost, and CURB OP or its applicable Affiliate shall accept, all computers and computer accessory equipment (e.g., monitors, docking stations, personal printers), smart phones and similar personal technology equipment or devices owned, leased or licensed at such time by SITC or one its Affiliates and provided for use in connection with the Services to any CURB employees during the Term or any former SITC employees who on such

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date are then CURB employees or are anticipated to become CURB employees. Each party hereto shall take all appropriate action, or cause to be done, and assist and cooperate with the other parties in doing, all things necessary or proper, and execute and deliver such documents as may be reasonably required to effect the transfers contemplated by the immediately preceding sentence.

(f) The provisions of Section 5, Section 16, Section 17 and Sections 20 through 36 (inclusive) shall survive any expiration or earlier termination of this Agreement.

24. ASSIGNMENT. None of the parties hereto may assign this Agreement or its rights hereunder or delegate its duties hereunder without the written consent of the other parties hereto; provided that any party hereto may assign this Agreement or any portion of its obligations or rights hereunder, including the right to receive any fees or other payments owed hereunder to any Affiliate of such party without the prior written consent of the others.

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

(a) After the Termination Date, Service Provider shall be entitled to receive from Recipient within 30 days after the Termination Date (i) all amounts then accrued and owing to Service Provider hereunder and (ii) reimbursement of expenses incurred by Service Provider in connection with facilitating the transition of the Services to Recipient or another third party (including any out-of-pocket expenses, including attorneys’ fees and disbursements).

(b) After the Termination Date, Service Provider shall promptly cooperate with Recipient in making an orderly transition of the Services.

26. INDEMNIFICATION; LIMITATION OF LIABILITY.

(a) CURB OP shall indemnify, defend and hold harmless SITC and its Affiliates, directors, officers, employees and agents, for and from all liability, claims, damages and losses, and related expenses, including reasonable attorneys’ fees, to the extent that such liability, claims, damages or losses and related expenses are incurred by reason of CURB OP’s gross negligence or willful misconduct as determined by a final, non-appealable determination of a court of competent jurisdiction in connection with its performance of any obligations or agreements of CURB OP hereunder; provided, however, that CURB OP shall not be held responsible for any action of the SITC Board or SITC executives in following or declining to follow any advice or recommendation given by CURB OP.

(b) SITC shall indemnify, defend and hold harmless CURB OP and its Affiliates, directors, officers, employees and agents, for and from all liability, claims, damages and losses, and related expenses, including reasonable attorneys’ fees, to the extent that such liability, claims, damages or losses and related expenses are incurred by reason of SITC’s gross negligence or willful misconduct as determined by a final, non-appealable determination of a court of competent jurisdiction in connection with its performance of any obligations or agreements of SITC hereunder; provided, however, that SITC shall not be held responsible for any action taken at the direction or request of CURB OP (or its executives and management exercising their supervisory authority over SITC employees in the provision of the SITC Services as contemplated hereunder).

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(c) Notwithstanding anything herein to the contrary, in no event will any party hereto have any obligation or liability to the other parties hereto or any of its Affiliates, directors, officers, employees or agents, for any indirect, special, incidental or consequential damages, including lost profits or savings, whether or not such damages are foreseeable, or in respect of any third-party claims (whether based in contract, tort or otherwise), relating to, in connection with or arising out of this Agreement, including the provision of Services hereunder.

27. NOTICES. Any notice, report or other communication (each a “Notice”) required or permitted to be given hereunder shall be in writing, and shall be given by being delivered (a) by hand, (b) by courier or overnight carrier or (c) by e-mail to the addresses set forth below:

To SITC:

SITE Centers Corp.

3300 Enterprise Parkway

Beachwood, Ohio 44122

Attention: General Counsel

e-mail: [***]

To CURB OP:

Curbline Properties Corp.

3300 Enterprise Parkway

Beachwood, Ohio 44122

Attention: General Counsel

e-mail: [***]

Any party may at any time give Notice in writing to the other parties of a change in its address for the purposes of this Section 27.

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

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

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

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31. DISPUTE RESOLUTION.

(a) GOOD-FAITH NEGOTIATION. Subject to Section 31(d), any party hereto seeking resolution of any dispute, controversy or claim (a “Dispute”) arising out of or relating to this Agreement, shall provide Notice thereof to the other party or parties hereto (each party, a “Dispute Party,” and such Notice the “Initial Notice”), and within 30 days of the delivery of the Initial Notice, the Dispute Parties shall attempt in good faith to negotiate a resolution of the Dispute. The negotiations shall be conducted by the highest ranking officer of each Dispute Party who is not also a director or officer of the other Dispute Party (and, in any event, holding, at a minimum, the title of vice president. It being acknowledged that if there are multiple such officers, any such officer may serve). All such negotiations shall be confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. If the Dispute Parties are unable for any reason to resolve a Dispute within 30 days after the delivery of such Notice or if a Dispute Party reasonably concludes that the other Dispute Party is not willing to negotiate as contemplated by this Section 31(a), the Dispute shall be submitted to mediation in accordance with Section 31(b).

(b) MEDIATION. Any Dispute not resolved pursuant to Section 31(a) shall, at the written request of a Dispute Party (a “Mediation Request”), be submitted to nonbinding mediation in accordance with the then current International Institute for Conflict Prevention and Resolution (“CPR”) Mediation Procedure, except as modified herein. The mediation shall be held in New York, New York. The Dispute Parties shall have 20 days from receipt by a Dispute Party of a Mediation Request to agree on a mediator. If no mediator has been agreed upon by the Dispute Parties within 20 days of receipt by a Dispute Party of a Mediation Request, then a Dispute Party may request (on Notice to the other Dispute Party), that CPR appoint a mediator in accordance with the CPR Mediation Procedure. All mediation pursuant to this clause shall be confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence, and no oral or documentary representations made by the Dispute Parties during such mediation shall be admissible for any purpose in any subsequent proceedings. No Dispute Party shall disclose or permit the disclosure of any information about the evidence adduced or the documents produced by the other Dispute Party in the mediation proceedings or about the existence, contents or results of the mediation without the prior written consent of such other Dispute Party, except in the course of a judicial or regulatory proceeding or as may be required by Law or requested by a Governmental Authority or securities exchange. Before making any disclosure permitted by the preceding sentence, the Dispute Party intending to make such disclosure shall, to the extent reasonably practicable, give the other Dispute Party reasonable Notice of the intended disclosure and afford the other Dispute Party a reasonable opportunity to protect its interests. If the Dispute has not been resolved within 60 days of the appointment of a mediator, or within 90 days after receipt by a Dispute Party of a Mediation Request (whichever occurs sooner), or within such longer period as the Dispute Parties may agree to in writing, then the Dispute shall be submitted to binding arbitration in accordance with Section 31(c).

(c) ARBITRATION.

(i) In the event that a Dispute has not been resolved within 60 days of the appointment of a mediator in accordance with Section 31(b), or within 90 days after receipt by a Dispute Party of a Mediation Request (whichever occurs sooner), or within such longer period as the Dispute Parties may agree to in writing, then such Dispute shall, upon the written request of a Dispute Party (the “Arbitration Request”) be submitted to be finally resolved by binding arbitration pursuant to the CPR Arbitration Procedure. The arbitration shall be held in the same location as the mediation pursuant to Section 31(b). Unless

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otherwise agreed by the Dispute Parties in writing, any Dispute to be decided pursuant to this Section 31(c) will be decided (A) before a sole arbitrator if the amount in dispute, inclusive of all claims and counterclaims, totals less than $5 million; or (B) by a panel of three (3) arbitrators if the amount in dispute, inclusive of all claims and counterclaims, totals $5 million or more.

(ii) The panel of three arbitrators will be chosen as follows: (A) within 15 days from the date of the receipt of the Arbitration Request, each Dispute Party will name an arbitrator; and (B) the two Dispute Party-appointed arbitrators will thereafter, within 30 days from the date on which the second of the two arbitrators was named, name a third, independent arbitrator who will act as chairperson of the arbitral tribunal. In the event that either Dispute Party fails to name an arbitrator within 15 days from the date of receipt of the Arbitration Request, then upon written application by either Dispute Party, that arbitrator shall be appointed pursuant to the CPR Arbitration Procedure. In the event that the two Dispute Party-appointed arbitrators fail to appoint the third, then the third, independent arbitrator will be appointed pursuant to the CPR Arbitration Procedure. If the arbitration will be before a sole independent arbitrator, then the sole independent arbitrator will be appointed by agreement of the Dispute Parties within 15 days of the date of receipt of the Arbitration Request. If the Dispute Parties cannot agree to a sole independent arbitrator, then upon written application by either Dispute Party, the sole independent arbitrator will be appointed pursuant to the CPR Arbitration Procedure.

(iii) The arbitrator(s) will have the right to award, on an interim basis, or include in the final award, any relief which it deems proper in the circumstances, including money damages (with interest on unpaid amounts from the due date), injunctive relief (including specific performance) and attorneys’ fees and costs; provided that the arbitrator(s) will not award any relief not specifically requested by the Dispute Parties and, in any event, will not award any indirect, punitive, exemplary, remote, speculative or similar damages in excess of compensatory damages of the other Dispute Party arising in connection with the transactions contemplated hereby. Upon selection of the arbitrator(s) following any grant of interim relief by a special arbitrator or court pursuant to Section 31(d), the arbitrator(s) may affirm or disaffirm that relief, and the Dispute Parties will seek modification or rescission of the order entered by the court as necessary to accord with the decision of the arbitrator(s). The award of the arbitrator(s) shall be final and binding on the Dispute Parties, and may be enforced in any court of competent jurisdiction. The initiation of mediation or arbitration pursuant to this Section 31 will toll the applicable statute of limitations for the duration of any such proceedings.

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(d) LITIGATION AND UNILATERAL COMMENCEMENT OF ARBITRATION. Notwithstanding the foregoing provisions of this Section 31, (i) a Dispute Party may seek preliminary provisional or injunctive judicial relief with respect to a Dispute without first complying with the procedures set forth in Section 31(a), Section 31(b) and Section 31(c) if such action is reasonably necessary to avoid irreparable damage and (ii) either Dispute Party may initiate arbitration before the expiration of the periods specified in Section 31(b) and Section 31(c) if (A) such Dispute Party has submitted a Mediation Request or Arbitration Request, as applicable, and the other Dispute Party has failed, within the applicable periods set forth in Section 31(b), to agree upon a date for the first mediation session to take place within 30 days after the appointment of such mediator or such longer period as the Dispute Parties may agree to in writing or (B) such Dispute Party has failed to comply with Section 31(c) in good faith with respect to commencement and engagement in arbitration. In such event, the other Dispute Party may commence and prosecute such arbitration unilaterally in accordance with the CPR Arbitration Procedure.

(e) CONDUCT DURING DISPUTE RESOLUTION PROCESS. Unless otherwise agreed to in writing, the Dispute Parties shall continue to honor all commitments under this Agreement to the extent required during the course of dispute resolution pursuant to the provisions of this Section 31, unless such commitments are the specific subject of the Dispute at issue.

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

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

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

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

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

[Remainder of page intentionally left blank]

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

[Signature Page to Shared Services Agreement]

Exhibit 10.2

TAX MATTERS AGREEMENT

BETWEEN

SITE CENTERS CORP.,

CURBLINE PROPERTIES CORP.

AND

CURBLINE PROPERTIES LP

DATED AS OF OCTOBER 1, 2024

TABLE OF CONTENTS

i

ii

TAX MATTERS AGREEMENT

This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of October 1, 2024, by and among SITE Centers Corp., an Ohio corporation (“SITC”), Curbline Properties Corp., a Maryland corporation and a direct, wholly owned subsidiary of SITC immediately prior to the Distribution (“CURB”) and Curbline Properties LP, a Delaware limited partnership and a direct and indirect wholly owned subsidiary of CURB at the time of the Distribution (“CURB OP” and, together with SITC and CURB, the “Parties” and each a “Party”).

RECITALS

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

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

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

WHEREAS, pursuant to the terms of the Separation and Distribution Agreement by and among SITC, CURB and CURB OP, dated on or about the date hereof (the “Separation Agreement”), SITC, CURB, and CURB OP intend to effect the Separation by distributing all of the outstanding shares of CURB common stock, par value $0.01 (“CURB Shares”), owned by SITC to the holders of record of the outstanding shares of SITC common stock, par value $0.10 (“SITC Shares”), as of the Record Date (the “Record Holders”), with such distribution to be made on a pro rata basis, with each Record Holder entitled to receive two (2) CURB Shares for every one SITC Share, excluding fractional CURB Shares, which will be aggregated and sold by the Agent to fund pro rata cash payments to the beneficial owners of SITC Shares who would otherwise be entitled to receive fractional CURB Shares (the “Distribution”);

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

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

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

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

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

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

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

“Agreement” means this Tax Matters Agreement.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Shared Services Agreement” has the meaning set forth in the Separation Agreement.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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Section 2. Allocation of Tax Liabilities.

Section 2.1 General Rule.

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

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

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

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

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

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

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

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

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

(b) Allocation of Taxes for Separate Returns.

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

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

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Section 2.3 Allocation Conventions.

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

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

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

Section 3. Preparation and Filing of Tax Returns.

Section 3.1 Section 3.1 SITC Separate Returns and Joint Returns.

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

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

Section 3.2 CURB Separate Returns. CURB shall prepare and file (or cause to be prepared and filed) all CURB Separate Returns and the Tax Return for CURB OP for all taxable years that include or begin after the Distribution Date.

Section 3.3 Tax Reporting Practices.

(a) General Rule. Except as provided in Section 3.3(b) of this Agreement, SITC shall prepare any Straddle Period Joint Return in accordance with past practices, permissible accounting methods, elections or conventions (“Past Practices”) used by the members of the SITC Group and the members of the CURB Group prior to the Distribution Date with respect to such Tax Return, and to the extent any items, methods or positions are not covered by Past Practices, then SITC shall prepare such Tax Return in accordance with reasonable Tax accounting practices selected by SITC. With respect to any Tax Return that

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

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

Section 3.4 CURB Carrybacks and Claims for Refund.

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

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

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Section 3.5 Apportionment of Tax Attributes.

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

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

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

Section 4. Tax Payments.

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

Section 4.2 Adjustments Resulting in Underpayments. In the case of any adjustment pursuant to a final determination by a Tax Authority respect to any Tax, the Party to which such Tax is allocated pursuant to this Agreement shall pay to the applicable Tax Authority when due any additional Tax required to be paid as a result of such adjustment.

Section 4.3 Indemnification Payments.

(a) Except as provided in the last sentence of Section 4.1 of this Agreement, if any Party (the “Payor”) is required under applicable Tax Law to pay to a Tax Authority a Tax

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

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

Section 5. Tax Benefits.

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

Section 5.2 Other Tax Benefits.

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

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

Section 6. REIT Qualification.

Section 6.1 SITC. SITC represents that commencing with its taxable year ended December 31, 1993, through its taxable year ending December 31, 2023, SITC was organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code. SITC covenants that it will (i) qualify as a REIT under the Code for its taxable year that includes the Distribution Date unless SITC obtains an opinion from a nationally recognized tax counsel or a private letter ruling from the IRS to the effect that SITC’s failure to maintain its REIT status will not cause CURB to fail to qualify as a REIT. SITC and each member of the SITC Group further covenants that SITC and each member of the SITC Group shall cooperate and take any and all actions reasonably requested by CURB necessary to enable CURB to obtain Tax Opinions including, but not limited to, providing (Y) information and representations to CURB and CURB’s tax counsel with respect to the composition of SITC’s income and assets, the composition of the holders of common stock of SITC, and SITC’s organization, operation and qualification as a REIT for its taxable year that includes the Distribution Date and for all prior taxable years and (Z) at such times as reasonably requested by CURB (in connection with offerings of CURB’s equity or debt securities or the filing of any registration statement by CURB or otherwise) an opinion from nationally recognized tax counsel on which CURB (and its tax counsel Jones Day) can rely, to the effect that SITC was organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code during the period commencing with its taxable year ended December 31, 1993, through the end of its taxable year that includes the Distribution Date.

Section 6.2 CURB. CURB covenants that it will (i) be organized and operate so that it will qualify as a REIT under the Code for its initial taxable year that includes the Distribution Date and (ii) elect to be taxable as a REIT commencing with its initial taxable year ending December 31, 2024. CURB and each member of the CURB Group further covenants that CURB and each member of the CURB Group shall cooperate and take any and all actions reasonably requested by SITC necessary to enable SITC to obtain Tax Opinions including, but not limited to, providing (Y) information and representations to SITC and SITC’s tax counsel with respect to the composition of CURB’s income and assets, the composition of the holders of common stock of CURB and CURB’s organization, operation and qualification as a REIT, in each case, for

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CURB’s taxable year that includes the Distribution Date and (Z) at such times as reasonably requested by SITC (in connection with offerings of SITC’s equity or debt securities or the filing of any registration statement by SITC or otherwise) an opinion from nationally recognized tax counsel on which SITC (and its tax counsel Jones Day) can rely, to the effect that CURB was organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code during its taxable year that included the Distribution Date.

Section 7. Assistance and Cooperation.

Section 7.1 Assistance and Cooperation.

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

(b) Prior to the end of its taxable year that includes the Distribution Date, SITC, and each member of the SITC Group, shall, upon request of CURB, provide CURB with quarterly information regarding SITC’s qualification as a REIT (including but not limited to quarterly information regarding the composition of SITC’s income and assets).

(c) Upon SITC’s reasonable determination that SITC may no longer qualify to be taxable as a REIT for any period ending on or before the end of its taxable year that includes the Distribution Date, SITC will give written notice of such determination to CURB within two (2) Business Days.

(d) Upon CURB’s reasonable determination that CURB may no longer qualify to be taxable as a REIT for any period ending on or before the end of its taxable year that includes the Distribution Date, CURB will give written notice of such determination to SITC within two (2) Business Days.

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

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Section 7.2 Tax Return Information. Each of SITC and CURB, and each member of their respective Groups, acknowledges that time is of the essence in relation to any request for information, assistance or cooperation made pursuant to Section 7.1 of this Agreement or this Section 7.2. Each of SITC and CURB, and each member of their respective Groups, acknowledges that failure to conform to the reasonable deadlines set by the Party making such request could cause irreparable harm. Each Party shall provide to the other Party information and documents relating to its Group reasonably required by the other Party to prepare Tax Returns, including any pro forma returns required by the Responsible Party for purposes of preparing such Tax Returns. Any information or documents the Responsible Party requires to prepare such Tax Returns shall be provided in such form as the Responsible Party reasonably requests and at or prior to the time reasonably specified by the Responsible Party so as to enable the Responsible Party to file such Tax Returns on a timely basis.

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

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

Section 8. Tax Records.

Section 8.1 Retention of Tax Records. Each of SITC and CURB shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and SITC shall preserve and keep all other Tax Records relating to Taxes of the SITC and CURB Groups for Pre-Distribution Periods, for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Distribution Date (such later date, the “Retention Date”). After the Retention Date, each of SITC and CURB may dispose of such Tax Records upon sixty (60) Business Days’ prior written notice to the other Party. If, prior to the Retention Date, (a) SITC or CURB reasonably determines that any Tax Records which it would otherwise be required to

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preserve and keep under this Section 8 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Party agrees, then such first Party may dispose of such Tax Records upon sixty (60) Business Days’ prior notice to the other Party. Any notice of an intent to dispose given pursuant to this Section 8.1 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Parties shall have the opportunity, at their cost and expense, to copy or remove, within such sixty (60) Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party or any of its Affiliates determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such program or system may be decommissioned or discontinued upon ninety (90) Business Days’ prior notice to the other Party and the other Party shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

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

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

Section 9. Tax Contests.

Section 9.1 Notice. Each Party shall provide prompt notice to the other Party of any written communication from a Tax Authority regarding any pending Tax audit, assessment or proceeding or other Tax Contest of which it becomes aware (i) related to Taxes for Tax Periods for which it is indemnified by the other Party hereunder or for which it may be required to indemnify the other Party hereunder or (ii) otherwise relating to the Intended Tax Treatment or the Transactions (including the resolution of any Tax Contest relating thereto). Such notice shall attach copies of the pertinent portion of any written communication from a Tax Authority and contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and shall be accompanied by copies of any notice and other documents

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received from any Tax Authority in respect of any such matters. If an indemnified Party has knowledge of an asserted Tax liability with respect to a matter for which it is to be indemnified hereunder and such Party fails to give the indemnifying Party prompt notice of such asserted Tax liability and the indemnifying Party is entitled under this Agreement to contest the asserted Tax liability, then (x) to the extent the indemnifying Party is precluded from contesting the asserted Tax liability in any forum as a result of the failure to give prompt notice, the indemnifying Party shall have no obligation to indemnify the indemnified Party for any Taxes arising out of such asserted Tax liability, and (y) to the extent the indemnifying Party is not precluded from contesting the asserted Tax liability in any forum, but such failure to give prompt notice results in a material monetary detriment to the indemnifying Party, then any amount which the indemnifying Party is otherwise required to pay the indemnified Party pursuant to this Agreement shall be reduced by the amount of such detriment.

Section 9.2 Control of Tax Contests.

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

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

(c) Settlement Rights. The Controlling Party shall have the sole right to contest, litigate, compromise and settle any Tax Contest without obtaining the prior consent of the Non-Controlling Party; provided, that to the extent any such Tax Contest (i) could give rise to a claim for indemnity by the Controlling Party or its Affiliates against the Non-Controlling Party or its Affiliates under this Agreement, or (ii) is with respect to a CURB Separate Return for a Pre-Distribution Period or Straddle Period, then the Controlling Party shall not settle any such Tax Contest without the Non-Controlling Party’s prior written consent (which consent may not be unreasonably withheld, conditioned or delayed and must take into account the reasonable likelihood of success of such Tax Contest on its merits without regard to the ability of the Non-Controlling Party to pay). Subject to Section 9.2(e) of this Agreement, and unless waived by the Parties in writing, in connection with any potential adjustment in a Tax Contest as a result of which adjustment the Non-Controlling Party may reasonably be expected to become liable to make any indemnification payment to the Controlling Party under this Agreement: (I) the Controlling Party shall keep the Non-Controlling Party informed in a timely manner of all actions taken or proposed to be taken by the Controlling Party with respect to such potential

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adjustment in such Tax Contest; (II) the Controlling Party shall timely provide the Non-Controlling Party copies of any written materials relating to such potential adjustment in such Tax Contest received from any Tax Authority; (III) the Controlling Party shall timely provide the Non-Controlling Party with copies of any correspondence or filings submitted to any Tax Authority or judicial authority in connection with such potential adjustment in such Tax Contest; (IV) the Controlling Party shall consult with the Non-Controlling Party and offer the Non-Controlling Party a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such potential adjustment in such Tax Contest; and (V) the Controlling Party shall defend such Tax Contest diligently and in good faith. The failure of the Controlling Party to take any action specified in the preceding sentence with respect to the Non-Controlling Party shall not relieve the Non-Controlling Party of any liability and/or obligation which it may have to the Controlling Party under this Agreement except to the extent that the Non-Controlling Party was actually harmed by such failure, and in no event shall such failure relieve the Non-Controlling Party from any other liability or obligation which it may have to the Controlling Party. In the case of any Tax Contest described in this Section 9, “Controlling Party” means the Party entitled to control the Tax Contest under such Section and “Non-Controlling Party” means (x) SITC if CURB is the Controlling Party and (y) CURB if SITC is the Controlling Party.

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

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

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

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

Section 11. Tax Treatment of Payments.

Section 11.1 General Rule. Except as otherwise required by applicable Law or as otherwise agreed to by the Parties, any payment (other than interest thereon) made by SITC or any member of the SITC Group to CURB or any member of the CURB Group, or by CURB or any member of the CURB Group to SITC or any member of the SITC Group, pursuant to this Agreement, the Separation Agreement or any Ancillary Agreement that relates to Taxable periods (or portions thereof) ending on or before the Distribution Date shall be treated by the Parties for all Tax purposes as a capital contribution from SITC to CURB or a distribution by CURB to SITC, as the case may be, occurring immediately before the Distribution; provided, however, that any such payment that is made or received by a Person other than SITC or CURB, as the case may be, shall be treated as if made or received by the payor or the recipient as agent for SITC or CURB, in each case as appropriate. No Party shall take any position inconsistent with the treatment described in the preceding sentence, and in the event that a Tax Authority asserts that a Party’s treatment of a payment pursuant to this Agreement should be other than as set forth in the preceding sentence, such Party shall use its commercially reasonable efforts to contest such challenge.

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

Section 12. Indemnification Payment Escrow.

Section 12.1 Indemnification Payments to CURB.

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

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

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plus

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

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

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

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

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

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

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

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

(e) SITC shall cooperate in good faith with CURB (including amending this Section 12.1 at the reasonable request of CURB) in order to (1) maximize the portion of the payments that may be made to the CURB Indemnified Parties hereunder without causing CURB to fail to meet the Specified REIT Requirements, (2) improve CURB’s chances of securing a favorable ruling described in this Section 12.1 or (3) assist CURB in obtaining a favorable opinion from its outside tax counsel or determination from its tax accountants as described in this Section 12.1. Such cooperation shall include, for example, agreeing to make payments hereunder to a taxable REIT subsidiary of CURB or an affiliate or designee of CURB. CURB shall reimburse SITC for all reasonable costs and expenses of such cooperation.

Section 12.2 Indemnification Payments to SITC.

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

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

plus

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

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

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

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

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

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

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

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

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

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

Section 14. General Provisions.

Section 14.1 Amendments and Waivers.

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

(b) Any term or provision of this Agreement may be waived, or the time for its performance may be extended, by the Party entitled to the benefit thereof and any such waiver shall be validly and sufficiently given for the purposes of this Agreement if it is in writing signed by an authorized representative of such Party. No delay or failure in exercising any right, power or remedy hereunder shall affect or operate as a waiver thereof; nor shall any single or partial exercise thereof or any abandonment or discontinuance of steps to enforce such a right, power or remedy preclude any further exercise thereof or of any other right, power or remedy. The rights and remedies hereunder are cumulative and not exclusive of any rights or remedies that either Party would otherwise have.

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

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

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

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

SITE Centers Corp.

3300 Enterprise Parkway

Beachwood, OH 44122

Attention: General Counsel

e-mail: [***]

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

Jones Day

901 Lakeside Avenue

Cleveland, OH 44114

Attention: Peter Izanec

e-mail: [***]

Curbline Properties Corp.

3300 Enterprise Parkway

Beachwood, OH 44122

Attention: General Counsel

e-mail: [***]

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

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

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

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

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

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

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

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

Section 14.14 Payment Terms.

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

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

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

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

[Signature Page Follows]

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

[Signature Page to Tax Matters Agreement]

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Exhibit 10.3

EMPLOYEE MATTERS AGREEMENT

BY AND AMONG

SITE CENTERS CORP.,

CURBLINE PROPERTIES CORP.,

AND

CURBLINE PROPERTIES LP

DATED AS OF OCTOBER 1, 2024

EMPLOYEE MATTERS AGREEMENT

This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of October 1, 2024, is by and among SITE Centers Corp., an Ohio corporation (“SITC”), Curbline Properties Corp., a Maryland corporation, and a directly, wholly owned subsidiary of SITC (“CURB”), and Curbline Properties LP, a Delaware limited partnership (“CURB OP”) (each, a “Party” and together, the “Parties”). Capitalized terms used herein shall have the respective meanings assigned to them in Article I.

WHEREAS, the Parties have entered into a Separation and Distribution Agreement, dated as of October 1, 2024 (the “Separation Agreement”) to effectuate the Distribution, and have entered or will enter into other Ancillary Agreements that will govern certain matters relating to the Distribution and the relationship of SITC, CURB and their respective Affiliates prior to and following the Distribution Date; and

WHEREAS, pursuant to the Separation Agreement, the Parties have agreed to enter into this Agreement for the purpose of allocating assets, Liabilities and responsibilities with respect to certain human resources, employee compensation and benefits matters among them to the extent not provided in, or that vary from, the Separation Agreement.

NOW, THEREFORE, in consideration of the premises and of the mutual agreements, provisions and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound hereby, agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

1.1 Selected Definitions. The following terms shall have the following meanings:

“401(k) Plan Governing Documents” has the meaning given to such term in Section 3.1(a) of this Agreement.

“Adjusted CURB RSU” means a restricted stock unit award with respect to CURB Shares granted by CURB as described in Section 5.1(b)(ii) that vests solely based on the passage of time.

“Adjusted SITC Compensation Award” means each Adjusted SITC Option, Adjusted SITC RSU, and Replacement SITC RSU.

“Adjusted SITC Option” means an option to acquire SITC Shares relating to a SITC Option as described in Section 5.1(a).

“Adjusted SITC RSU” means a time-based restricted stock unit award with respect to SITC Shares relating to SITC RSUs that vests solely based on the passage of time as described in Section 5.1(b)(i).

“Affiliate” has the meaning given to such term in the Separation Agreement.

“Agreement” has the meaning given to such term in the preamble to this Agreement.

“Ancillary Agreement” has the meaning given to such term in the Separation Agreement.

“Assumed NQDC Plan Liabilities” has the meaning given to such term in Section 6.1 of this Agreement.

“Benefit Plan” means, with respect to an entity, any “employee benefit plan” (as defined in Section 3(3) of ERISA), and each plan, program, arrangement, agreement or commitment that is an employment, consulting, non-competition or deferred compensation agreement, or an executive compensation, incentive bonus or other bonus, employee pension, profit-sharing, savings, retirement, supplemental retirement, stock option, stock purchase, stock appreciation rights, restricted stock, operating partnership unit, other equity-based compensation, severance pay, salary continuation, life, health, hospitalization, sick leave, vacation pay, paid time-off, disability or accident insurance plan, program, arrangement, agreement or commitment, corporate-owned or key-man life insurance or other employee benefit plan, program, arrangement, agreement or commitment, sponsored or maintained by such entity (or to which such entity contributes or is required to contribute or with respect to which such entity has any Liability).

“COBRA” means the continuation coverage requirements for “group health plans” under Code Section 4980B and Sections 601 through 608 of ERISA, and any similar state group health plan continuation Law, together with all regulations and proposed regulations promulgated thereunder.

“Code” has the meaning given to such term in the Separation Agreement.

“CURB” has the meaning given to such term in the preamble to this Agreement.

“CURB 401(k) Plan” has the meaning given to such term in Section 3.1(a) of this Agreement.

“CURB Benefit Plan” means any Benefit Plan sponsored or maintained by a member of the CURB Group after the Effective Time, but excluding any SITC Benefit Plan.

“CURB Compensation Award” means each Adjusted CURB RSU and Replacement CURB RSU.

“CURB Employment Agreement” has the meaning given to such term in Section 7.3 of this Agreement.

“CURB ERISA Group” means CURB and the members of the CURB Group that are ERISA Affiliates of CURB.

“CURB Group” has the meaning given to such term in the Separation Agreement.

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“CURB Group Employee” means any person who, immediately following the Effective Time, is an Employee of any member of the CURB Group, including any such Employee who is on an approved leave at such time.

“CURB NQDC Plan” has the meaning given to such term in Section 6.1 of this Agreement.

“CURB OP” has the meaning given to such term in the preamble to this Agreement.

“CURB Participant” means any CURB Group Employee who immediately prior to the Distribution holds SITC Compensation Awards, or a beneficiary, dependent or alternate payee of such person.

“CURB Per-Share Value” means the average of the daily volume-weighted average price of a CURB Share solely on the NYSE on each of the Distribution Date and the nine trading days immediately following the Distribution Date (as traded on the “regular way” market) as reported by Bloomberg L.P. or any successor thereto.

“CURB Shares” has the meaning given to such term in the Separation Agreement.

“CURB Welfare Plans” has the meaning given to such term in Section 4.1 of this Agreement.

“Distribution” has the meaning given to such term in the Separation Agreement.

“Distribution Date” has the meaning given to such term in the Separation Agreement.

“Effective Time” has the meaning given to such term in the Separation Agreement.

“Employee” means any individual who is a full-time or part-time employee of the applicable entity.

“Employment Agreement” means any individual employment, retention, consulting, change in control, split dollar life insurance, sale bonus, incentive bonus, severance or other individual compensatory agreement between any current or former employee and SITC or any of its Affiliates.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” means, with respect to a specified Person, any trade or business (whether or not incorporated) (i) under common control within the meaning of Section 4001(b)(1) of ERISA with the specified Person or (ii) which together with the specified Person is treated as a single employer under Section 414(t) of the Code.

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“Former Employee” means any former Employee of a member of the SITC Group or of the CURB Group, as of immediately prior to the Effective Time, whether having last been employed by a member of the SITC Group or a member of the CURB Group, including retired Employees.

“Group” has the meaning given to such term in the Separation Agreement.

“HIPAA” means the Health Insurance Portability and Accountability Act of 1996, as amended.

“Indemnities” has the meaning given to such term in the Separation Agreement.

“Information” has the meaning given to such term in the Separation Agreement.

“Law” has the meaning given to such term in the Separation Agreement.

“Liabilities” has the meaning given to such term in the Separation Agreement.

“NQDC Transfer Date” has the meaning given to such term in Section 6.1 of this Agreement.

“NYSE” has the meaning given to such term in the Separation Agreement.

“Option Exercise Price” means the pre-adjustment exercise price of the applicable SITC Option.

“Parties” or “Party” has the meaning given to such term in the preamble to this Agreement.

“Person” has the meaning given to such term in the Separation Agreement.

“Post-Distribution SITC Share Price” means the average of the daily volume-weighted average price of a SITC Share solely on the NYSE on each of the Distribution Date and the nine trading days immediately following the Distribution Date (as traded on the “regular way” market) as reported by Bloomberg L.P. or any successor thereto.

“Pre-Distribution SITC Share Price” means the closing sale price of a SITC Share solely on the NYSE on the trading day immediately preceding the Distribution Date (as traded on the “regular way” market) as reported by Bloomberg L.P. or any successor thereto.

“Replacement CURB RSU” means a time-based restricted stock unit award with respect to CURB Shares that relates to the SITC PRSUs and that vests solely based on the passage of time as described in Section 5.1(c)(iii).

“Replacement SITC RSU” means a time-based restricted stock unit award with respect to SITC Shares that relates to the SITC PRSUs and that vests solely based on the passage of time as described in Section 5.1(c)(ii).

“Separation” has the meaning given to such term in the Separation Agreement.

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“Separation Agreement” has the meaning given to such term in the recitals to this Agreement.

“Shared Services Agreement” has the meaning given to such term in the Separation Agreement.

“SITC” has the meaning given to such term in the preamble to this Agreement.

“SITC 401(k) Plan” has the meaning given to such term in Section 3.1(a) of this Agreement.

“SITC Annual Incentive Program” has the meaning given to such term in Section 7.1 of this Agreement.

“SITC Benefit Plan” shall mean any Benefit Plan sponsored or maintained by SITC or any of its Affiliates.

“SITC Board” has the meaning given to such term in the Separation Agreement.

“SITC Commission Program” has the meaning given to such term in Section 7.2 of this Agreement.

“SITC Compensation Award” means each SITC Option, SITC RSU or SITC PRSU.

“SITC Compensation Committee” means the Compensation Committee of the SITC Board.

“SITC Elective Cash Plan” has the meaning given to such term in Section 6.1 of this Agreement.

“SITC Equity Plan” means either of the SITE Centers Corp. 2019 Equity and Incentive Compensation Plan or the SITE Centers Corp. 2012 Equity and Incentive Compensation Plan.

“SITC ERISA Group” means SITC and the members of the SITC Group that are ERISA Affiliates of SITC.

“SITC Group” has the meaning given to such term in the Separation Agreement.

“SITC Group Employee” shall mean any person who, immediately following the Effective Time, is an Employee of any member of the SITC Group, including any such Employee who is on an approved leave at such time.

“SITC Option” means an option to acquire SITC Shares granted under the SITC Equity Plan before the Distribution Date.

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“SITC Participant” shall mean any SITC Group Employee or Former Employee, who immediately prior to the Distribution holds SITC Compensation Awards, or a beneficiary, dependent or alternate payee of such person.

“SITC PRSU” means a performance-based restricted share unit award granted by SITC under the SITC Equity Plan before the Distribution Date.

“SITC RSU” means a time-based restricted share unit award granted by SITC under the SITC Equity Plan before the Distribution Date.

“SITC Shares” has the meaning given to such term in the Separation Agreement.

“SITC Welfare Plans” has the meaning given to such term in Section 4.1 of this Agreement.

“Subsequent Transferee” means any SITC Group Employee who transfers employment directly from the SITC Group to the CURB Group after the Effective Time but prior to the fifth anniversary of the Distribution Date.

“Subsequent Transfer Date” means the date on which a Subsequent Transferee first commences employment with the CURB Group.

“Subsidiary” has the meaning given to such term in the Separation Agreement.

“Tax Matters Agreement” has the meaning given to such term in the Separation Agreement.

“Third Party” has the meaning given to such term in the Separation Agreement.

“Transfer Documents” has the meaning given to such term in the Separation Agreement.

“U.S.” means the United States of America.

“Welfare Plan Governing Documents” has the meaning given to such term in Section 4.1 of this Agreement.

“Welfare Plan Transfer Date” has the meaning given to such term in Section 4.1 of this Agreement.

1.2 Interpretation. For the purposes of this Agreement: (a) whenever the context may require, any pronoun shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa, (b) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation,” (c) the word “or” is not exclusive, (d) the words “herein,” “hereof” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including any Schedules hereto), (e) references to any Person include the successors and permitted assigns of that Person, (f) “to the extent” means the degree to which

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a subject or other thing extends, and such phrase does not mean simply “if,” (g) unless the context otherwise requires, Articles, Sections, Schedules and Exhibits mean Articles of, Sections of and Schedules attached to this Agreement (or where context requires the Separation Agreement), (h) references to “business day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions are generally authorized or required by law to close in New York, New York, (i) references herein to this Agreement or any other agreement contemplated herein shall be deemed to refer to this Agreement or such other agreement as of the date on which it is executed and as it may be amended, modified or supplemented thereafter, unless otherwise specified, and (j) unless expressly stated to the contrary in this Agreement, all references to “the date hereof,” “the date of this Agreement,” “hereby” and “hereupon” and words of similar import shall be references to October 1, 2024. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. In the case of any conflict between this Agreement and the Separation Agreement in relation to any matters addressed by this Agreement, this Agreement shall prevail unless this Agreement explicitly states that the Separation Agreement shall control.

ARTICLE II

GENERAL PRINCIPLES; EMPLOYMENT GENERALLY

2.1 SITC Group Employee Liabilities. Except as specifically provided in this Agreement or the Separation Agreement, the SITC Group will be solely responsible for (a) all employment, compensation and employee benefits Liabilities relating to, arising out of or resulting from the SITC Group’s employment and (if applicable) termination of the SITC Group Employees, Former Employees, and CURB Group Employees, (b) all Liabilities arising under each SITC Benefit Plan, and (c) any other Liabilities expressly assigned or allocated to a SITC Group member under this Agreement.

2.2 CURB Group Employee Liabilities. Except as specifically provided in this Agreement or the Separation Agreement, the CURB Group will be solely responsible for (a) all employment, compensation and employee benefits Liabilities relating to, arising out of or resulting from the CURB Group’s employment and (if applicable) termination of the CURB Group Employees and Subsequent Transferees after the Effective Time, (b) all Liabilities relating to, arising out of or resulting from any CURB Benefit Plan, and (c) any other Liabilities expressly assigned or allocated to a CURB Group member under this Agreement.

2.3 Continuation of Employment. Except as required by applicable Law, SITC and its Affiliates shall take all actions necessary to ensure that, as of immediately prior to the Effective Time, (a) all Employees intended by the Parties to be CURB Group Employees, including any such Employees who are on an approved leave of absence, are employed by a member of the CURB Group and (b) all Employees intended by the Parties to be SITC Group Employees are employed by a member of the SITC Group. Notwithstanding the foregoing or any other provision to the contrary, nothing in this Section 2.3, the Separation Agreement or any Ancillary Agreement shall prevent members of the CURB Group, in their sole discretion, from making offers of employment to any Employee of the SITC Group before or after the Effective Time. For purposes of clarity, an offer of employment with the CURB Group made by a CURB Group member or Employee to an Employee of the SITC Group will not violate any non-solicitation provisions in any Employment Agreement or other contract to which a CURB Group Employee is a party.

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2.4 Service Recognition. CURB OP shall give, or shall cause another member of the CURB Group to give, each CURB Group Employee credit for purposes of eligibility and vesting under any CURB Benefit Plan for such CURB Group Employee’s service with the SITC Group or the CURB Group prior to the Effective Time to the same extent such service was recognized by the corresponding SITC Benefit Plan immediately prior to the Effective Time; provided, however, that such service shall not be recognized to the extent that such recognition would result in the duplication of benefits or as otherwise provided by applicable Law.

2.5 No Separation From Service or Termination of Employment. None of the Separation, the Distribution or the assignment, transfer or continuation of employment of any Employee of SITC or any of its Affiliates at or prior to the Effective Time (including in accordance with Section 2.3 hereof) shall be deemed a separation from service or termination of employment entitling such Employee to be eligible to participate in, or to receive payment of, severance or other termination payments or benefits under any applicable Law, SITC Benefit Plan or CURB Benefit Plan.

2.6 Former Employees. No member of the CURB Group shall have any Liabilities with respect to Former Employees, if any, as of (or after) the Effective Time. SITC shall retain all Liabilities, if any, with respect to Former Employees. Notwithstanding the foregoing, if after the Effective Time a member of the CURB Group hires a Former Employee, then CURB and the applicable member of the CURB Group shall be responsible for any Liabilities that relate to, arise out of, or result from the CURB Group member’s employment of such Former Employee.

ARTICLE III

RETIREMENT PLANS

3.1 The 401(k) Plan.

(a) Transfer of Sponsorship to CURB; Participation by SITC. Prior to the Effective Time, the Parties will take all actions necessary to cause the plan sponsor of the SITE Centers Corp. 401(k) Plan & Trust (the “SITC 401(k) Plan”) to change from SITC to a member of the CURB ERISA Group (the transferred plan, the “CURB 401(k) Plan”), and to ensure that the members of the SITC ERISA Group, as applicable, are participating employers in the CURB 401(k) Plan. The terms of participation of the members of the SITC ERISA Group in the CURB 401(k) Plan as participating employers will be governed by the applicable plan document, agreements with applicable third party administrators, the Shared Services Agreement, and any other documents governing the administration and operation of the CURB 401(k) Plan (the “401(k) Plan Governing Documents”).

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(b) Obligations and Liabilities.

(i) Through the Effective Time. Except as otherwise provided in this Section 3.1 or the 401(k) Plan Governing Documents, (A) SITC and the SITC ERISA Group shall retain all Liabilities that relate to, arise out of or result from any employer contributions, including matching contributions (including any true-up contributions, if applicable), profit-sharing contributions, and employer non-elective contributions, accrued under the SITC 401(k) Plan or the CURB 401(k) Plan (as applicable) for all participants through the Effective Time, determined in accordance with the terms and provisions of the applicable plan, ERISA and the Code, and based on all service performed and compensation accrued through the Effective Time, and (B) SITC and the SITC ERISA Group will be solely and exclusively responsible for all other obligations and Liabilities arising prior to the Effective Time that relate to, arise out of or result from the SITC 401(k) Plan and CURB 401(k) Plan, as applicable.

(ii) Following the Effective Time. All Liabilities that relate to, arise out of or result from employer contributions, including matching contributions (including any true-up contributions, if applicable), profit-sharing contributions, and employer non-elective contributions, accrued under the CURB 401(k) Plan following the Effective Time, determined in accordance with the terms and provisions of the CURB 401(k) Plan, ERISA and the Code, and based on all service performed and compensation accrued from and after the Effective Time shall be the responsibility of the CURB ERISA Group member or the SITC ERISA Group member that employs the Employee receiving the contribution, as applicable, during the time period to which the contribution relates. All other obligations and Liabilities arising on and after the Effective Time, that relate to, arise out of or result from the CURB 401(k) Plan shall be the responsibility of CURB and the CURB ERISA Group, except that SITC and the SITC ERISA Group will be responsible for all other obligations and Liabilities arising on and after the Effective Time, that relate to, arise out of or result from the SITC ERISA Group’s participation in the CURB 401(k) Plan except as provided in any 401(k) Plan Governing Documents.

ARTICLE IV

HEALTH AND WELFARE PLANS

4.1 CURB Health and Welfare Plans. Members of the CURB ERISA Group will continue to participate in the group health plan and other welfare benefit plans sponsored by the SITC ERISA Group and listed on Schedule 4.1 (the “SITC Welfare Plans”) from the Distribution Date through the termination date of the Shared Services Agreement, or such earlier date as the Parties may reasonably agree (the earlier of such dates, the “Welfare Plan Transfer Date”). At CURB’s election, and to the extent the insurers of the SITC Welfare Plans consent, the Parties will take all actions necessary to cause the plan sponsor of the SITC Welfare Plans to change from SITC to a member of the CURB ERISA Group (the transferred plans, the “CURB Welfare Plans”) effective as of the Welfare Plan Transfer Date. The terms of the CURB ERISA Group’s participation in the SITC Welfare Plans as participating employers and the transfer of the sponsorship of such plans to a member of the CURB ERISA Group will be governed by the applicable plan documents, agreements with applicable third party administrators, the Shared Services Agreement, and any other documents governing the administration and operation of the SITC Welfare Plans and CURB Welfare Plans, as applicable, (the “Welfare Plan Governing Documents”). Except as otherwise provided in this Article IV or the Welfare Plan Governing Documents, SITC and the SITC ERISA Group will be solely and exclusively responsible for (a) all obligations and Liabilities arising prior to the Effective Time that relate to, arise out of or result from the SITC Welfare Plans, including for all welfare benefit claims incurred prior to the Distribution Date and (b) all obligations and liabilities arising on and after the Effective Time that relate to, arise out of or result from the SITC ERISA Group’s participation in the SITC Welfare Plans and CURB Welfare Plans, as applicable, including for all welfare benefit claims

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of an Employee or their dependents incurred while an Employee is employed by a SITC ERISA Group member. Except as otherwise provided in this Article IV or the Welfare Plan Governing Documents, CURB and the CURB ERISA Group will be solely and exclusively responsible for all obligations and Liabilities arising on and after the Effective Time, that relate to, arise out of or result from the CURB ERISA Group’s participation in the SITC Welfare Plans and the CURB Welfare Plans, as applicable, including for all welfare benefit claims of an Employee or their dependents incurred while an Employee is employed by a CURB ERISA Group member. For purposes of this Article IV, a claim or Liability is deemed to be incurred: (i) with respect to medical, dental, vision and/or prescription drug benefits, upon the rendering of health services giving rise to such claim or Liability; (ii) with respect to life insurance, accidental death and dismemberment and business travel accident insurance, upon the occurrence of the event giving rise to such claim or Liability; (iii) with respect to disability benefits, upon the date of an Employee’s disability, as determined by the disability benefit insurance carrier or claim administrator, giving rise to such claim or Liability; and (iv) with respect to a period of continuous hospitalization, upon the date of admission to the hospital.

4.2 Separation of Welfare Plans. Notwithstanding the provisions of Section 4.1, if the continued participation of members of the CURB ERISA Group in the SITC Welfare Plans or, following the Welfare Plan Transfer Date, participation by members of the SITC ERISA Group in the CURB Welfare Plans is no longer permitted under applicable law or by the insurers of the SITC Welfare Plans or CURB Welfare Plans, then such continued participation shall cease and CURB and SITC will reasonably cooperate to ensure the employees of the CURB ERISA Group and SITC ERISA Group have continuous coverage under group health and welfare benefit plans.

4.3 COBRA and HIPAA Compliance. The plan sponsor of the SITC Welfare Plans and the CURB Welfare Plans, as applicable, will be responsible for compliance with the requirements of COBRA and the certificate of creditable coverage requirements of HIPAA with respect to any Employees or any of their covered dependents who participate in the applicable plan at the time they incur a qualifying event or loss of coverage.

4.4 Workers Compensation. The ownership and administration of workers compensation insurance shall be governed by Section 5.1 of the Separation Agreement regarding insurance matters. For the avoidance of doubt, nothing in this Agreement shall be interpreted to allocate between the Parties the claims and Liabilities under any workers compensation insurance policies.

ARTICLE V

EQUITY PLANS AND AWARDS

5.1 Adjustment of Outstanding Awards. Each SITC Compensation Award that is outstanding as of the Distribution will be adjusted as described in this Section 5.1; provided, however, that, effective immediately prior to the Distribution, the SITC Compensation Committee may provide for different adjustments with respect to some or all of a holder’s SITC Compensation Awards. For greater certainty, any adjustments made by the SITC Compensation Committee will be deemed incorporated by reference herein as if fully set forth below and will be binding on the Parties hereto and their respective Subsidiaries.

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(a) Options. Each SITC Option generally will be adjusted in the manner described in this Section 5.1(a), effective as of the Distribution Date and immediately prior to the Distribution, so that immediately following the Distribution each SITC Option holder will hold an Adjusted SITC Option in lieu of the SITC Options previously held. The following procedure will generally be applied to each SITC Option with the same grant date and exercise price held by each SITC Option holder as of the Distribution Date:

(i) Each Adjusted SITC Option will have an exercise price equal to the product (rounded up to the nearest cent) of (A) the applicable Option Exercise Price multiplied by (B) a fraction, (1) the numerator of which is the Post-Distribution SITC Share Price and (2) the denominator of which is the Pre-Distribution SITC Share Price (such product, the “SITC Exercise Price”).

(ii) The number of SITC Shares subject to the Adjusted SITC Options will be equal to the product (which will be rounded down to the nearest whole share) of (X) the number of shares subject to the SITC Option held by such SITC Option holder immediately prior to the Distribution Date and (Y) a fraction, the numerator which is the Pre-Distribution SITC Share Price and the denominator of which is the Post-Distribution SITC Share Price.

(iii) Such Adjusted SITC Options will be subject to the same vesting requirements and dates and other terms and conditions as the SITC Options to which they relate.

(b) RSUs. With respect to SITC RSUs:

(i) Held by SITC Participants. SITC RSUs held by each SITC Participant will generally be adjusted, effective as of the Distribution Date and immediately prior to the Distribution, pursuant to the adjustments provisions of the SITC Equity Plan, and will be subject to substantially the same terms, vesting conditions and other restrictions, if any, that were applicable to such SITC RSUs immediately prior to the Distribution Date. The number of such Adjusted SITC RSUs for each such SITC Participant will be equal to the product (which will be rounded down to the nearest whole share) of (A) the number of SITC RSUs outstanding immediately prior to the Distribution Date and (B) a fraction, (1) the numerator of which is the Pre-Distribution SITC Share Price and (2) the denominator of which is the Post-Distribution SITC Share Price.

(ii) Held by CURB Participants. SITC RSUs held by each CURB Participant will, effective as of the Distribution Date and immediately prior to the Distribution, generally be adjusted by converting them into an award of Adjusted CURB RSUs. Pursuant to the adjustments provisions of the SITC Equity Plan, the award of Adjusted CURB RSUs will be subject to substantially the same terms, vesting conditions and other restrictions, if any, that were applicable to such SITC RSUs immediately prior to the Distribution Date. The number of such Adjusted CURB RSUs for each such CURB Participant will be equal the product (which will be rounded down to the nearest whole share) of (1) the number of SITC RSUs held by such CURB Participant immediately prior to the Distribution Date and (2) a fraction, (a) the numerator of which is the Pre-Distribution SITC Share Price and (b) the denominator of which is the CURB Per-Share Value.

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(c) PRSUs. With respect to SITC PRSUs:

(i) Determination of Earned Award. SITC PRSU awards outstanding immediately prior to the Distribution that are held by a SITC Participant or by a CURB Participant will be determined to have been earned as of the Distribution Date in an amount equal to the greater of (A) the number of SITC PRSUs that are earned based upon the achievement of the management objectives applicable to such SITC PRSUs measured as of the close of trading on the trading day immediately prior to the Distribution Date, and (B) 150% of the number of SITC PRSUs that would have been earned at target achievement for the performance period applicable to such SITC PRSUs. Such determination will be made by the SITC Compensation Committee in accordance with the applicable SITC Equity Plan. Any portion of a SITC PRSU award that is not earned as of the Distribution Date will be cancelled and forfeited. Such earned portion of the SITC PRSU awards will be adjusted for SITC Participants and CURB Participants as set forth in Sections 5.1(c)(ii) and (iii).

(ii) Earned Awards Held by SITC Participants. The earned portion of any SITC PRSU award held by each SITC Participant will generally be converted, effective as of the Distribution Date and immediately prior to the Distribution, pursuant to the adjustments provisions of the SITC Equity Plan, into a Replacement SITC RSU award, which will be subject to substantially the same terms as the related SITC PRSUs (including vesting based on continued employment with SITC) except that the Replacement SITC RSU award will not be subject to any additional performance objectives and related dividend equivalents credited with respect to such Replacement SITC RSUs after the Distribution Date will be paid in cash on a current basis. The number of such Replacement SITC RSUs for each such SITC Participant will be equal to the product (which will be rounded down to the nearest whole share) of (A) the number of SITC PRSUs earned by such SITC Participant as determined under Section 5.1(c)(i) and (B) a fraction, (1) the numerator of which is the Pre-Distribution SITC Share Price and (2) the denominator of which is the Post-Distribution SITC Share Price.

(iii) Earned Awards Held by CURB Participants. The earned portion of any SITC PRSU award held by each CURB Participant will generally be converted, effective as of the Distribution Date and immediately prior to the Distribution, pursuant to the adjustments provisions of the SITC Equity Plan, into a Replacement CURB RSU award, which will be subject to substantially the same terms as the related SITC PRSUs (including vesting based on continued employment with SITC), except that the Replacement CURB RSU award will not be subject to any additional performance objectives and related dividend equivalents credited with respect to such Replacement CURB RSUs after the Distribution Date will be paid in cash on a current basis. The number of such Replacement CURB RSUs for each such CURB Participant will be equal the product (which will be rounded down to the nearest whole share) of (A) the number of SITC PRSUs earned by such CURB Participant as determined under Section 5.1(c)(i) and (B) a fraction, (1) the numerator of which is the Pre-Distribution SITC Share Price and (2) the denominator of which is the CURB Per-Share Value.

(d) Subsequent Transferees. Nothing in this Agreement will require further adjustment or modification of the Adjusted SITC Options, Adjusted SITC RSUs or Replacement SITC RSUs held by SITC Participants who later become Subsequent Transferees in connection with such Subsequent Transferee’s Subsequent Transfer Date, provided that a Subsequent Transferee’s employment with the CURB Group will count as continued employment with the SITC Group for purposes of the service based vesting requirements of the Adjusted SITC RSUs and Replacement RSUs and for purposes of the exercise period for the Adjusted SITC Options.

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5.2 Change in Control. If an Adjusted SITC Compensation Award or CURB Compensation Award is subject to accelerated vesting in connection with a change in control, a change in control will be deemed to have occurred (i) with respect to an Adjusted SITC Compensation Award, only upon a change in control of SITC (as defined in the applicable equity incentive plan or award agreement) or (ii) with respect to a CURB Compensation Award, only upon a change in control of CURB (as defined in the applicable equity incentive plan or award agreement). For purposes of Code Section 409A, with respect to the CURB Compensation Awards, if a change in control of SITC occurs prior to a change in control of CURB, the CURB Compensation Awards will not vest by reason of such SITC change in control because the continuation of the CURB Compensation Awards following such SITC change in control will be considered a “replacement award” under the terms of the CURB Compensation Awards. This Section 5.2 will apply to the extent that it does not cause adverse tax consequences under Code Section 409A.

5.3 Establishment of CURB Equity Plan. Prior to the Distribution Date, CURB will, or will cause another member of the CURB Group to, establish equity compensation plans, so that upon the Distribution, CURB or another member of the CURB Group will have in effect an equity compensation plan that allows grants of equity compensation awards subject to substantially the same terms as those that apply to the corresponding SITC Compensation Awards. From and after the Distribution Date, each CURB Compensation Award will be subject to the terms of the applicable CURB equity compensation plan, the award agreement governing such CURB Compensation Award and any employment agreement to which the applicable holder is a party. From and after the Distribution Date, CURB will retain, pay, perform, fulfill and discharge all Liabilities relating to, arising out of or resulting from the CURB Compensation Awards. SITC will retain, pay, perform, fulfill and discharge all Liabilities relating to, arising out of or resulting from the Adjusted SITC Compensation Awards.

5.4 Section 409A. In all events, the adjustments provided for in this Section 5 will be made in a manner that, as determined by SITC, avoids adverse tax consequences to holders under Code Section 409A.

ARTICLE VI

NONQUALIFIED PLANS

6.1 Establishment of CURB NQDC Plan. Prior to the Effective Time, CURB OP will, or will cause another member of the CURB Group to, establish a nonqualified elective deferred compensation plan and a related rabbi trust (such plan and trust, the “CURB NQDC Plan”). The CURB NQDC Plan will have terms and features that are substantially similar to the SITE Centers Corp. Elective Deferred Compensation Plan (the “SITC Elective Cash Plan”), such that (for the avoidance of doubt), the SITC Elective Cash Plan is substantially replicated by the CURB NQDC Plan. CURB or a member of the CURB Group will be solely responsible for taking all necessary, reasonable, and appropriate actions to establish, maintain, and administer

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the CURB NQDC Plan so that it does not result in adverse tax consequences under Code Section 409A. Effective on a date designated by SITC which is prior to the Effective Time (the “NQDC Transfer Date”), the CURB NQDC Plan will assume all Liabilities relating to, arising out of or resulting from benefits earned or accrued (whether or not vested) by CURB Group Employees under the SITC Elective Cash Plan as of the NQDC Transfer Date (the “Assumed NQDC Plan Liabilities”). Within 30 days following the NQDC Transfer Date, SITC will cause the rabbi trust established for the SITE Elective Cash Plan to transfer a cash amount to the rabbi trust established for the CURB NQDC Plan equal to the product of (a) total amount held by the rabbi trust for the SITC Elective Cash Plan as of the NQDC Transfer Date, multiplied by (b) a fraction, the numerator of which is the amount of the Assumed NQDC Plan Liabilities, and the denominator of which is the total amount of the Liabilities for all benefits earned or accrued (whether or not vested) under the SITC Elective Cash Plan as of immediately prior to the NQDC Transfer Date. On or prior to the NQDC Transfer Date, on a date designated by SITC, the CURB Group Employees who are participants in the SITC Elective Cash Plan will cease to be participants in the SITC Elective Cash Plan and will become participants in the CURB NQDC Plan. From and after the NQDC Transfer Date, CURB and the CURB Group will be solely and exclusively responsible for all Liabilities with respect to, or in any way related to, the CURB NQDC Plan, whether accrued before, on or after the Effective Date.

6.2 SITC Nonqualified Plans. From and after the Effective Time, SITC and the SITC Group will be solely and exclusively responsible for all Liabilities relating to, arising out of or resulting from the nonqualified deferred compensation plans sponsored or maintained by a member of the SITC Group (including, but not limited to, the SITC Elective Cash Plan and the SITE Centers Corp. 2005 Directors’ Deferred Compensation Plan) to the extent such Liabilities are not specifically assumed by a CURB Group member or the CURB NQDC Plan pursuant to Section 6.1.

6.3 No Distributions on Separation. The Parties acknowledge that neither the Distribution nor any of the other transactions contemplated by this Agreement, the Separation Agreement or the other Ancillary Agreements will trigger a payment or distribution of compensation under the SITC Elective Cash Plan or any other nonqualified deferred compensation plans sponsored by SITC or members of the SITC Group or the CURB NQDC Plan for any Employee of the SITC Group or CURB Group or Former Employee and, consequently, that the payment or distribution of any compensation to which any Employee of the SITC Group or CURB Group or Former Employee is entitled under any such plan will occur upon such individual’s separation from service (within the meaning of Section 409A of the Code) from the SITC Group or the CURB Group, as applicable, or at such other time as specified in the applicable plan.

6.4 Section 409A. The Parties will cooperate in good faith so that the Distribution will not result in adverse tax consequences under Code Section 409A with respect to any Employee or Former Employee or their respective plan payees, in respect of his or her benefits under the applicable plan.

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ARTICLE VII

ADDITIONAL COMPENSATION MATTERS; SEVERANCE

7.1 Annual Bonuses.

(a) 2024 Bonuses for CURB Group Employees. Eligible CURB Group Employees will continue to participate in SITC’s annual bonus plans and policies (the “SITC Annual Incentive Program”), subject to its terms and conditions, up to the date immediately prior to the Distribution Date. On the Distribution Date, such CURB Group Employees shall cease participating in the SITC Annual Incentive Program. For each such CURB Group Employee, SITC will, prior to the Distribution Date, calculate the bonus earned under the SITC Annual Incentive Program for the 2024 performance year based on the achievement of the applicable performance objectives measured as of a date prior to the Distribution Date and prorated based on the number of months in the performance year that occurred prior to the Distribution Date. SITC will remain responsible for and will pay any awards earned by the CURB Group Employees under the SITC Annual Incentive Program up to the Distribution Date on a date prior to the Distribution Date. CURB OP will be responsible for establishing an annual bonus program for the CURB Group Employees for the period beginning on the Distribution Date and ending on December 31, 2024.

(b) Bonuses for SITC Group Employees. Subject to Section 7.1(c), eligible Employees of the SITC Group will continue to participate in the SITC Annual Incentive Program through and after the Distribution Date in accordance with the terms and conditions of the SITC Annual Incentive Program. SITC will be responsible for and will pay any awards earned by eligible Employees of the SITC Group according to the terms of the SITC Annual Incentive Program.

(c) Bonuses for Subsequent Transferees. All Subsequent Transferees will continue to participate in the SITC Annual Incentive Program, subject to its terms and conditions, up to the applicable Subsequent Transfer Date. On such Subsequent Transfer Date, such Subsequent Transferee shall cease participating in the SITC Annual Incentive Program. For each Subsequent Transferee who was eligible to participate in the SITC Annual Incentive Program immediately prior to the Subsequent Transfer Date, the bonus earned under the SITC Annual Incentive Program for the performance year in which the Subsequent Transfer Date occurs will be equal to the bonus earned for the immediately preceding completed performance year, prorated based on the number of days of service with SITC in the performance year in which the Subsequent Transfer Date occurs. SITC will remain responsible for and will pay any awards earned by such Subsequent Transferees under the SITC Annual Incentive Program through the Subsequent Transfer Date prior to the Subsequent Transfer Date.

7.2 Commissions. SITC will remain solely responsible for all Liabilities relating to, arising out of or resulting from the SITE Centers Leasing Commission Program for regional Vice Presidents and leasing staff members (the “SITC Commission Program”) for Employee commissions on all leases signed prior to the Effective Time and, in the case of a Subsequent Transferee, leases signed by members of the SITC Group between the Effective Time and the Subsequent Transfer Date. SITC will continue to be responsible for and will pay such commissions to eligible Employees in accordance with the terms of the SITC Commission

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Program, except that: (a) in the case of a CURB Group Employee, continued employment with the SITC Group on and after the Distribution Date will not be required and such commissions will be fully paid by SITC to such CURB Group Employee prior to the Distribution Date, and (b) in the case of a Subsequent Transferee, continued employment with the SITC Group on and after the Subsequent Transfer Date will not be required and such commissions will be fully paid by SITC to such Subsequent Transferee prior to such Subsequent Transferee’s Subsequent Transfer Date. CURB Group Employees will cease participating in the SITC Commission Program effective as of the Distribution Date, and Subsequent Transferees will cease participating in the SITC Commission Program effective as of their Subsequent Transfer Date. For purposes of clarity, SITC shall have no obligation to provide CURB Group Employees with commissions on any leases signed by the CURB Group after the Effective Time.

7.3 Employment Agreements. At and after the Effective Time, a member of the CURB Group will be solely responsible and liable for all Employment Agreements listed on Schedule 7.3 hereto (each, a “CURB Employment Agreement”), and the SITC Group will have no obligations or Liabilities with respect to any CURB Employment Agreement. The SITC Group will retain and be solely responsible for all obligations and Liabilities with respect to, or in any way related to, any Employment Agreement that is not a CURB Employment Agreement.

ARTICLE VIII

GENERAL AND ADMINISTRATIVE

8.1 Non-Termination of Employment; No Third-Party Beneficiaries. Except as expressly provided for in this Agreement or the Separation Agreement, no provision of this Agreement, the Separation Agreement, or any of the other Ancillary Agreements shall be construed to create any right, or accelerate entitlement, to any compensation or benefit whatsoever on the part of any SITC Group Employee, CURB Group Employee or any Former Employee, or future Employee of SITC or any of its Affiliates or of CURB or any of its Affiliates under any SITC Benefit Plan or CURB Benefit Plan or otherwise, nor shall any such provision be construed as an amendment to any employee benefit plan or other employee compensatory or benefit arrangement. Furthermore, nothing in this Agreement is intended to confer upon any Employee or Former Employee any right to continued employment, any recall or similar rights to an Employee on layoff or any type of approved leave, or to change the employment status of any Employee from “at will.”

8.2 Beneficiary Designation/Release of Information/Right to Reimbursement. To the extent permitted by applicable Law and except as otherwise provided for in this Agreement, all beneficiary designations, authorizations for the release of Information and rights to reimbursement made by or relating to CURB Group Employees under SITC Benefit Plans shall be transferred to and be in full force and effect under the corresponding CURB Benefit Plans until such beneficiary designations, authorizations or rights are replaced or revoked by, or no longer apply, to the relevant CURB Group Employee or a beneficiary, dependent or alternate payee of such person.

8.3 Not a Change in Control. The Parties acknowledge and agree that the transactions contemplated by the Separation Agreement, this Agreement or any other Ancillary Agreement do not constitute a “change in control” for purposes of any SITC Benefit Plan or CURB Benefit Plan.

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8.4 Code Section 409A. Notwithstanding anything to the contrary herein, if any of the provisions of this Agreement would result in imposition of taxes and/or penalties under Section 409A of the Code, SITC, CURB and CURB OP shall cooperate in good faith to modify the applicable provision so that such taxes and/or penalties do not apply in order to comply with the provisions of Section 409A of the Code.

ARTICLE IX

MISCELLANEOUS

9.1 No Third-Party Beneficiaries. Except as provided in Article IV of the Separation Agreement with respect to Indemnitees, this Agreement is for the sole benefit of the Parties and members of their respective Group and their permitted successors and assigns and nothing in this Agreement, express or implied, is intended to or shall confer upon any Employee, Former Employee, or any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

9.2 Relationship of Parties. Nothing in this Agreement shall be deemed or construed by the Parties or any Third Party as creating the relationship of principal and agent, partnership or joint venture between the Parties, it being understood and agreed that no provision contained herein, and no act of the Parties, shall be deemed to create any relationship between the Parties other than the relationship set forth herein.

9.3 Termination. This Agreement may be terminated and the Distribution may be amended, modified or abandoned at any time prior to the Effective Time by SITC, in its sole and absolute discretion, without the approval or consent of any other Person, including CURB. After the Effective Time, this Agreement may not be terminated except by an agreement in writing signed by a duly authorized officer of each of the Parties. In the event of any termination of this Agreement prior to the Effective Time, no Party (nor any of its directors, officers or employees) shall have any Liability to any other Party by reason of this Agreement.

9.4 Governing Law. The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of laws thereof.

9.5 Assignability. This Agreement shall be binding upon and inure to the benefit of the Parties; provided, however, that no Party may assign its rights or delegate its obligations under this Agreement without the express prior written consent of the other Party. Notwithstanding the foregoing, no such consent shall be required for the assignment of a Party’s rights and obligations under this Agreement in whole (i.e., the assignment of a Party’s rights and obligations under this Agreement) in connection with a change of control of a Party so long as the resulting, surviving or transferee Person assumes all the obligations of the relevant Party by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the Parties.

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

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

9.8 Incorporation of Separation Agreement Provisions. The following provisions of Article X of the Separation Agreement are incorporated herein mutatis mutandis: Section 10.5 (Notices), 10.6 (Severability), Section 10.7 (Force Majeure), Section 10.8 (No Set-Off), Section 10.9 (Publicity), Section 10.11 (Headings), 10.12 (Survival of Covenants), and Section 10.14 (Specific Performance).

9.9 Entire Agreement. Except as otherwise expressly provided in this Agreement, this Agreement (including any Schedules hereto) and the applicable provisions of the Separation Agreement together contain the entire agreement between the Parties with respect to the subject matter hereof, and supersede all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to such subject matter.

9.10 Indemnification; Dispute Resolution. Article IV of the Separation Agreement governs the Parties’ indemnification rights and obligations and Article VII of the Separation Agreement governs the indemnification obligations and resolution of any dispute between the Parties.

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

[Remainder of this page intentionally left blank.]

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IN WITNESS WHEREOF, the Parties have caused this Employee Matters Agreement to be duly executed as of the day and year first above written.

Exhibit 99.1

FOR IMMEDIATE RELEASE:

SITE Centers Announces Completion of Spin-Off of Curbline Properties

Beachwood, Ohio, October 1, 2024 - SITE Centers Corp. (NYSE: SITC) (the “Company” or “SITE Centers”) today announced that it has completed the previously announced spin-off of Curbline Properties Corp. (“Curbline”), which is now an independent, publicly traded company that will begin regular-way trading today on the New York Stock Exchange (“NYSE”) under the ticker symbol “CURB.” Curbline is an owner of convenience shopping centers positioned on the curbline of well-trafficked intersections and major vehicular corridors in suburban, high household income communities. Curbline plans to elect to be treated as a real estate investment trust (“REIT”) for U.S. federal income tax purposes.

SITE Centers shareholders received two shares of Curbline common stock for every one common share of SITE Centers held at the close of business on the record date of September 23, 2024.

About SITE Centers

SITE Centers is an owner and manager of open-air shopping centers located in suburban, high household income communities. The Company is a self-administered and self-managed REIT operating as a fully integrated real estate company, and is publicly traded on the NYSE under the ticker symbol SITC. Additional information about the Company is available at www.sitecenters.com. To be included in the Company’s e-mail distributions for press releases and other investor news, please click here.

Safe Harbor

SITE Centers considers portions of the information in this press release to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, both as amended, with respect to the Company’s expectation for future periods. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that its expectations will be achieved. For this purpose, any statements contained herein that are not historical fact may be deemed to be forward-looking statements. There are a number of important factors that could cause our results to differ materially from those indicated by such forward-looking statements, including, among other factors, the impact of the spin-off on our business and the Company’s ability to execute its business strategies following the spin-off. Other risks and uncertainties that could cause our results to differ materially from those indicated by such forward-looking statements include general economic conditions, including inflation and interest rate volatility; local conditions such as the supply of, and demand for, retail real estate space in our geographic markets; the consistency with future results of assumptions based on past performance; the impact of e-commerce; dependence on rental income from real property; the loss of, significant downsizing of or bankruptcy of a major tenant and the impact of any such event on rental income from other tenants and our properties; our ability to enter into agreements to buy and sell properties on commercially reasonable terms and to satisfy closing conditions applicable to such sales; our ability to secure equity or debt financing on commercially acceptable terms or at all; redevelopment and construction activities may not achieve a desired return on investment; impairment charges; valuation and risks relating to our joint venture investments; the termination of any joint venture arrangements or arrangements to manage real property; property damage, expenses related thereto and other business and economic consequences (including the potential loss of rental revenues) resulting from extreme weather conditions or natural disasters in locations where we own properties, and the ability to estimate

accurately the amounts thereof; sufficiency and timing of any insurance recovery payments related to damages from extreme weather conditions or natural disasters; any change in strategy; the impact of pandemics and other public health crises; unauthorized access, use, theft or destruction of financial, operations or third party data maintained in our information systems or by third parties on our behalf; and our ability to maintain REIT status. For additional factors that could cause the results of the Company to differ materially from those indicated in the forward-looking statements, please refer to the Company’s most recent reports on Forms 10-K and 10-Q. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.

Exhibit 99.2

SITE Centers Corp.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024 and December 31, 2023, 2022 and 2021

On October 1, 2024, SITE Centers Corp. (“SITE Centers” or the “Company”) entered into a Separation and Distribution Agreement with Curbline Properties Corp. (“Curbline”) and Curbline Properties LP (the “Operating Partnership”), pursuant to which the Company transferred a portfolio of convenience retail properties and certain other assets, liabilities and obligations to Curbline and effected a pro rata special distribution (the “Distribution”) of all of the outstanding shares of Curbline common stock to the common shareholders of SITE Centers as of September 23, 2024, the record date for the Distribution (the “Spin-off”). In connection with the Spin-off, on October 1, 2024, the Company also entered into a Shared Services Agreement with Curbline and the Operating Partnership. As a result of the Spin-off, Curbline is now an independent public company and its common stock is listed under the symbol “CURB” on the New York Stock Exchange.

The unaudited pro forma condensed consolidated statements of operations included herein for the six months ended June 30, 2024 and year ended December 31, 2023 represent the results of the Company and give effect to the Spin-off as discontinued operations and other transactions described below as if they all occurred on January 1, 2023. In addition, pro forma condensed consolidated statements of operations for the years ended December 31, 2022 and 2021 are included to reflect the impact of discontinued operations resulting from the Spin-off. The pro forma condensed consolidated balance sheet assumes the Spin-off and other transactions described below all occurred on June 30, 2024.

The unaudited pro forma adjustments include the following:

The unaudited pro forma condensed consolidated financial statements of the Company are not necessarily indicative of what the Company’s financial condition or results of operations would have been for the periods presented, nor are they representative of the future financial condition or results of operations of the Company. The unaudited pro forma condensed consolidated financial statements of the Company should be read in conjunction with the historical financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and Quarterly Report on Form 10-Q for the six months ended June 30, 2024 and Curbline Predecessor’s combined financial statements and the notes thereto as of and for the year ended December 31, 2023 and as of and for the six months ended June 30, 2024 included in its Information Statement filed as an exhibit to Curbline’s Registration Statement on Form 10 filed with the Securities and Exchange Commission on September 3, 2024.

SITE Centers Corp.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

June 30, 2024

($ in thousands)