HIGHLANDS REIT, INC. RETENTION BONUS PLAN

Highlands REIT, Inc., a Maryland corporation (the “Company”), has adopted this Highlands REIT, Inc. Retention Bonus Plan (the “Plan”) for the benefit of certain employees of the Company on the terms and conditions hereinafter stated. The Plan, as set forth herein, is intended to reinforce and encourage the continued attention and dedication of such employees to their duties without distraction in the event of any threat or occurrence of a Change in Control. The Plan replaces the Predecessor Plan, and, in connection with the adoption of the Plan, the Company is terminating the Predecessor Plan.

1    Defined Terms. For purposes of the Plan, the following terms shall have the meanings indicated below:

1.1    “Affiliate” means any domestic or foreign individual, partnership, corporation, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization or governmental entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the Company.

1.2    “Base Compensation” means (i) for a salaried Employee, the Participant’s annual base salary rate in effect immediately prior to the consummation of a Change in Control, and (ii) for an hourly-paid Employee, an amount equal to the Participant’s regular base hourly cash compensation rate immediately prior to the consummation of a Change in Control, multiplied by the Participant’s regularly scheduled weekly hours as of the Change in Control, multiplied by 52. For the avoidance of doubt, a Participant’s Base Compensation shall not include any bonus, commission or other incentive compensation.

1.3    “Board” means the board of directors of the Company.

1.4    “Change in Control” means the first to occur of any of the events set forth in the following paragraphs: (i) any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), other than the Company or an Affiliate thereof or a Company employee benefit plan, including any trustee of such plan acting as trustee, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty (50%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors; (ii) a merger, reverse merger or other business combination or consolidation of the Company with any other corporation other than an Affiliate of the Company, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company, or such surviving entity outstanding immediately after such merger, reverse merger, business combination or consolidation; (iii) a majority of the members of the Board are replaced during any 12 month period by directors whose appointment or election is not endorsed by a majority of the Board prior to the date of the appointment or election; (iv) a sale or disposition (other than to an Affiliate) of all or substantially all of the

Company’s assets in any single transaction or series or related transactions; or (v) the dissolution of the Company.

1.5    “Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor thereto.

1.6    “Committee” means the Compensation Committee of the Board, or such other committee as may be appointed by the Board to administer the Plan.

1.7    “Employee” means an individual who is an employee of the Company, any of its subsidiaries or any Successor Entity (or any of its affiliates).

1.8    “Participant” means each Employee who is employed by the Company or any of its subsidiaries immediately prior to the consummation of a Change in Control.

1.9    “Predecessor Plan” means the InvenTrust Properties Corp. Non-Core Business Retention Bonus Plan.

1.10    “Successor Entity” means any entity that acquires or otherwise succeeds to all or substantially all of the business or assets of the Company upon and following a Change in Control.

2.    Effectiveness of the Plan. The Plan shall become effective as of the date on which the Plan is adopted by the Board (such date, the “Effective Date”).

3.    Plan Administrator. Subject to Section 9.4 hereof, the Plan shall be interpreted, administered and operated by the Committee (the “Plan Administrator”), which shall have complete authority, subject to the express provisions of the Plan, to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan, and to make all other determinations necessary or advisable for the administration of the Plan. Without limiting the generality of the foregoing, the Plan Administrator shall have full and final authority to determine conclusively whether a Change in Control has occurred under the Plan, the date of the occurrence of such event and any incidental matters relating thereto. The Plan Administrator may delegate any of its duties hereunder to a subcommittee, or to such person or persons from time to time as it may designate. All decisions, interpretations and other actions of the Plan Administrator shall be final, conclusive and binding on all parties who have an interest in the Plan.

4.    Retention Bonus. Each Participant who remains continuously employed by the Company or any of its subsidiaries until immediately prior to the consummation of a Change in Control will be entitled to receive a cash retention bonus in an amount equal to the Participant’s Base Compensation (the “Retention Bonus”). Subject to the terms and conditions of the Plan, payment of the Retention Bonus to each Participant will be made in a lump-sum on the date on which a Change in Control occurs.

5.    Termination of Employment. In order to be eligible to receive a Retention Bonus, a Participant must remain continuously employed by the Company or any of its subsidiaries until immediately prior to the consummation of a Change in Control. Notwithstanding any provision of

the Plan to the contrary, if a Participant’s status as an Employee is terminated for any reason prior to the consummation of a Change in Control, the Participant shall not be entitled to receive any Retention Bonus under the Plan, and neither the Company nor any Successor Entity shall have any obligation to such Participant under the Plan.

6.    Section 409A. To the extent applicable, the Plan shall be interpreted and applied consistent and in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder. Notwithstanding any provision of the Plan to the contrary, to the extent that the Plan Administrator determines that any payments or benefits under the Plan may not be either compliant with or exempt from Section 409A of the Code and related Department of Treasury guidance, the Plan Administrator may in its sole discretion adopt such amendments to the Plan or take such other actions that the Plan Administrator determines are necessary or appropriate to (i) exempt the compensation and benefits payable under the Plan from Section 409A of the Code and/or preserve the intended tax treatment of such compensation and benefits, or (ii) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance; provided, however, that this Section 6 shall not create any obligation on the part of the Plan Administrator to adopt any such amendment or take any other action, nor shall the Company have any liability for failing to do so.

7.    Parachute Payment Limitations. Notwithstanding anything to the contrary contained in the Plan (or any other agreement entered into by and between any Participant and the Company or any incentive arrangement or plan offered by the Company), in the event that any amount or benefit paid or distributed to any Participant pursuant to the Plan, taken together with any other amounts or benefits paid to the Participant by the Company (collectively, the “Covered Payments”), would constitute an “excess parachute payment” as defined in Section 280G of the Code, and would thereby subject the Participant to an excise tax under Section 4999 of the Code (an “Excise Tax”), the provisions of this Section 7 shall apply. If the aggregate present value (as determined for purposes of Section 280G of the Code) of the Covered Payments exceeds the amount which can be paid to the Participant without the Participant incurring an Excise Tax, then, solely to the extent that the Participant would be better off on an after tax basis by receiving the maximum amount which may be paid hereunder without the Participant becoming subject to the Excise Tax, the amounts payable to the Participant under the Plan (or any other agreement by and between a Participant and the Company or pursuant to any incentive arrangement or plan offered by the Company) shall be reduced (but not below zero) to the maximum amount which may be paid hereunder without the Participant becoming subject to the Excise Tax (such reduced payments to be referred to as the “Payment Cap”). In the event the Participant receives reduced payments and benefits as a result of application of this Section 7, the Participant shall have the right to designate which of the payments and benefits otherwise set forth herein (or any other agreement between the Company and the Participant or any incentive arrangement or plan offered by the Company) shall be received in connection with the application of the Payment Cap, subject to the following sentence. Reduction shall first be made from payments and benefits which are determined not to be nonqualified deferred compensation for purposes of Section 409A of the Code, and then shall be made (to the extent necessary) out of payments and benefits that are subject to Section 409A of the Code and that are due at the latest future date.

8.    Successors.

8.1    Company Successors. The Plan shall inure to the benefit of and shall be binding upon the Company, any Successor Entity, and their successors and assigns. Any successor (whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company’s business and/or assets shall assume and agree to perform the applicable obligations of the Company under the Plan. For purposes of the Plan, “Company” shall mean the Company as hereinbefore defined and any Successor Entity which assumes and agrees to perform the applicable obligations of the Company under the Plan by operation of law, or otherwise.

8.2    Participant Successors. The Plan shall inure to the benefit of and be enforceable by each Participant’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, legatees or other beneficiaries. If a Participant dies while any amount remains payable to such Participant hereunder, all such amounts shall be paid in accordance with the terms of the Plan to the executors, personal representatives or administrators of such Participant’s estate.