EXHIBIT 10.6
 SECURITIES PURCHASE AGREEMENT
 th Company Operating Partnership Purchaser RioCan
 W I T N E S S E T H :
 WHEREAS Shares Common Stock Warrant
 WHEREAS
 WHEREAS Guaranty
 NOW, THEREFORE
 ARTICLE I
PURCHASE
 1.1 Purchase.
  1.2 Purchase Price.




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ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
AND THE OPERATING PARTNERSHIP
  2.1 Due Organization and Qualification.
 Material Adverse Effect
 2.2 Authorization.
 Registration Rights Agreement
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Warrant Shares
 2.3 Capitalization.
 Units Articles of Incorporation By-laws
 2.4 Valid Issuance.
 (a)
    
    The Shares and the Warrant, when delivered in accordance with the terms of this
Agreement, will be duly and validly issued, fully paid and non-assessable and will be
issued free and clear of any liens or encumbrances, subject to any restrictions imposed
by the Securities Act (as defined herein) and applicable state securities laws. The
Warrant Shares, when issued and delivered upon exercise of the Warrant, will be duly
and validly issued, fully paid and non-assessable and issued free and clear of any
liens or encumbrances, subject to any restrictions imposed by the Securities Act and
applicable state securities laws. The Shares, the Warrant and the Warrant Shares will
be issued in compliance with all applicable United States federal and state securities
laws and regulations and rules of the NYSE. Neither the stockholders of the Company,
nor any other person or entity have any preemptive rights or rights of first refusal
with respect to the Shares, the Warrant or the Warrant Shares or other rights to
purchase or receive any of the Shares, the Warrant or the Warrant Shares or any other
securities or, except as set forth on Schedule 2.4 hereto, assets of the Company, and
no person has the right, contractual or otherwise, to cause the Company to issue to it,
or register pursuant to the Securities Act, any shares of Common Stock or other
securities or assets of
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the Company upon the issuance or sale of the Shares, the Warrant or the Warrant
Shares. The Company is not obligated to offer the Shares, the Warrant or the
Warrant Shares on a right of first refusal basis or otherwise to any third parties
including, but not limited to, current or former shareholders of the Company,
underwriters, brokers, or agents.
 (b)
    
    The 6,666,666 limited partnership units of the Operating Partnership (the OP
Units) and the warrant to purchase 1,428,570 OP Units (the OP Warrant) to be issued
to the Company pursuant to Section 4.5(g) of the Agreement of Limited Partnership of
Cedar Shopping Centers Partnership, L.P., a Delaware limited partnership, dated as of
June 25, 1998, as amended on October 9, 2003, July 26, 2004 and March 30, 2005 (the OP
Partnership Agreement), concurrently with the issuance of the Shares and the Warrant
to the Purchaser at the Closing will be duly and validly issued, fully paid and
non-assessable and will be issued free and clear of any liens or encumbrances, subject
to any restrictions imposed by the Securities Act and applicable state securities laws.
 2.5 SEC Documents; Financial Statements
 (a)
    
    The Common Stock is registered pursuant to Section 12(b) of the Securities
Exchange Act of 1934, as amended (together with the rules and regulations promulgated
thereunder, the Exchange Act). The Company has filed all reports, schedules, forms,
statements and other documents required to be filed by it with the Securities and
Exchange Commission (SEC) within the two years preceding the date hereof (such
documents, as they may be amended after the date hereof and all exhibits included
therein and financial statements and schedules thereto and documents incorporated by
reference therein, being hereinafter referred to as the SEC Documents). The Company
is current with its filing obligations under the Exchange Act and all SEC Documents
have been filed on a timely basis or the Company has received a valid extension of such
time of filing and has filed any such SEC Document prior to the expiration of any such
extension. As of their respective dates, each SEC Document complied in all material
respects as to form with the requirements of the Exchange Act and the rules and
regulations of the SEC promulgated thereunder applicable to such SEC Document, and
except to the extent that information contained in any SEC Document has been revised or
superseded by a later filed SEC Document, none of the SEC Documents contains any untrue
statement of a material fact or omits to state any material fact required to be stated
therein or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading. As of their respective
dates, the financial statements of the Company included in the SEC Documents complied
as to form in all material respects with applicable accounting requirements and the
published rules and regulations of the SEC with respect thereto. Such financial
statements have been prepared from the books and records of the Company and its
subsidiaries in accordance with U.S. generally accepted accounting principles (GAAP),
consistently applied, during the periods involved (except (i) as may be otherwise
indicated in such financial statements or the notes thereto, or (ii) in the case of
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unaudited interim statements, to the extent they may exclude footnotes or may be
condensed or summary statements) and fairly present the financial position of the
Company as of the dates thereof and the results of its operations, cash flows and
changes in stockholders equity for the periods then ended (subject, in the case of
unaudited statements, to normal year-end audit adjustments).
 (b)
    
    Except (i) as set forth in the SEC Documents, (ii) for liabilities or
obligations incurred in the ordinary course of business since June 30, 2009, and (iii)
for mortgages placed on properties of the Company since June 30, 2009, copies of which
have been provided to the Purchaser, neither the Company nor any of its subsidiaries
has any material liabilities or obligations of any nature (whether accrued, absolute,
contingent or otherwise) required by GAAP to be set forth on a consolidated balance
sheet of the Company or in the notes thereto.(c)
    
    None of the Companys subsidiaries is, or has at any time within the two years
preceding the date hereof been, subject to the reporting requirements of Sections 13(a)
and 15(d) of the Exchange Act.
 2.6 No Violations.
 Securities Act
 - 5 -




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MGCL HSR Act Rapids JV
 2.7 Intellectual Property Rights.
  2.8 Employee Relations.
  - 6 -




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ERISA
  2.9 Environmental Laws.
 Environmental Laws
 2.10 Title.
  - 7 -




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Owned Real Property Lien Leased Real Property
 2.11 Insurance.
  2.12 Title Insurance.
  2.13 REIT Status.
  2.14 Regulatory Permits.
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2.15 Internal Accounting Controls.
  2.16 No Material Adverse Breaches, etc.
  2.17 Absence of Litigation.
  2.18 Subsidiaries.
  2.19 Tax Status.
  2.20 Certain Transactions.
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2.21 Waiver of Ownership Limit.
  2.22 Absence of Manipulations
  2.23 Investment Company.
  2.24 Disclosure Controls and Procedures.
  2.25 Sarbanes-Oxley.
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2.26 Maryland Business Combination Act; Maryland Control Share Acquisition Act.
  2.27 Patriot Act.
  2.28 FCPA.
 FCPA
 2.29 Money Laundering Laws.
 Money
Laundering Laws
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2.30 Private Offering.
  2.31 No Material Adverse Change.
  2.32 Joint Ventures.
 Joint Ventures
 ARTICLE III
REPRESENTATIONS AND WARRANTIES
OF THE PURCHASER
  3.1 Due Organization.
  3.2 Authorization.
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3.3 No Violations.
  3.4 Investment Intent.
  3.5 No Registration under Federal or State Securities Laws.
  - 13 -




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Securities Act of 1933 Act
  3.6 Investment Experience.
  3.7 Investment Risks.
  3.8 Commissions.
  3.9 Tax Representations.
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(a)
    
    No individual who Beneficially Owns for Tax Purposes any of the outstanding
Common Stock of the Company held by the Purchaser does or will Beneficially Own for Tax
Purposes in the aggregate more than 9.9% of the value of the outstanding Common Stock
of the Company by reason of (i) a direct or indirect ownership interest in the
Purchaser (or any direct or indirect member or owner thereof) and/or (ii) a direct or
indirect interest in the Company. The determination by the Purchaser of the number in
clause (ii) of the preceding sentence is or will be based solely on information
disclosed in writing to the Purchaser by either the Company or a shareholder of
Purchaser (or a direct or indirect member or owner thereof).(b)
    
    Neither the Purchaser nor any person on behalf of whom the Purchaser owns
Common Stock will actually own or Constructively Own an interest in a tenant of the
Company (or a tenant of an entity owned or controlled by the Company) that would cause
the Company to Constructively Own in the aggregate more than a 9.9% interest (as set
forth in Section 856(d)(2)(B) of the Internal Revenue Code of 1986, as amended (the
Code)) in such tenant.(c)
    
    No person or entity owns more than fifty percent of the equity interest in
RioCan.(d)
    
    For purposes of these tax representations, individual has the same meaning
provided in Section 542(a)(2) of the Code, Beneficially Owns for Tax Purposes means
direct, indirect, or constructive ownership through the application of Section 544 of
the Code, as modified by Section 856(h)(1) of the Code, and Constructively Own means
direct, indirect, or constructive ownership through the application of Section 318 of
the Code, as modified by Section 856(d)(5) of the Code.(e)
    
    The Purchaser agrees that any violation or attempted violation of the
representations (i) set forth in Section 3.9(a) solely by reason of an ownership
interest described in clause (i) thereof, or (ii) if such violation or attempted
violation causes or would cause the Company to lose its status as a real estate
investment trust for U.S. federal income tax purposes, set forth in any other provision
of Section 3.9, will result in all or a portion of the shares of Common Stock of the
Company owned by the Purchaser being automatically transferred to a Charitable Trust in
accordance with Section B (4)(c)(i) of Article IV of the Articles of Incorporation(f)
    
    The Purchaser expressly permits the Company and Stroock & Stroock & Lavan LLP,
as counsel to the Company, to rely on the representations set forth in this Section 3.9
as if the Purchaser made such representations directly to both the Company and Stroock
& Stroock & Lavan LLP.
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(g)
    
    The Purchaser agrees and acknowledges that the continued truth and accuracy of
the representations set forth in this Section 3.9 is a condition precedent to the
validity and effectiveness of the waiver of the ownership limit granted in connection
herewith and that the Purchaser will, upon request by the Company, promptly deliver
written confirmation of such representations
 3.10 Financial Resources.
  3.11 Opportunity for Independent Investigation.
  3.12 HSR Act.
  ARTICLE IV
CLOSING DATE
 4.1 Closing Date.
 Closing Closing Date
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ARTICLE V
COVENANTS
 5.1 Completion of Transaction.
 (a)
    
    The Company covenants and agrees with the Purchaser to perform all obligations
required to be performed by the Company under this Agreement, and to use commercially
reasonable efforts to do such acts and things as may be necessary in order to complete
the transactions contemplated by this Agreement as soon as reasonably practicable
following the satisfaction of the conditions thereto, including taking or causing to be
taken all commercially reasonable steps necessary to satisfy the conditions set forth
in Article VII.(b)
    
    The Purchaser covenants and agrees with the Company to perform all obligations
required to be performed by the Purchaser under this Agreement, and to use commercially
reasonable efforts to do such acts and things as may be necessary in order to complete
the transactions contemplated by this Agreement as soon as reasonably practicable
following the satisfaction of the conditions thereto, including taking or causing to be
taken all commercially reasonable steps necessary to satisfy the conditions set forth
in Article VIII.
 5.2 NYSE Approval.
  5.3 RioCan Guarantee.
  ARTICLE VI
INDEMNIFICATION
 6.1 Indemnity.
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6.2 Indemnity by the Purchaser.
 Company Indemnified Parties
 6.3 Limitations on Indemnification.
 (a)
    
    No claim for indemnification may be made with respect to a representation and
warranty after the expiration of 18 months from the Closing Date.(b)
    
    Except for fraud, willful misconduct or gross negligence, neither the Company
nor the Operating Partnership shall under any circumstances be liable to the Purchaser
for consequential, incidental or punitive damages, including damages for lost profits
or other speculative damages.(c)
    
    This Article VI shall be the exclusive remedy of the parties hereto following
the Closing for any losses arising out of any misrepresentation or breach of the
representations or warranties of the parties contained in this Agreement, except for
fraud, willful misconduct or gross negligence. In furtherance of the foregoing, each
of the parties hereto hereby waives, to the fullest extent permitted under applicable
law, any and all rights, claims and causes of action it may have against the other
party hereto, arising under or based upon any law, other than the right to seek
indemnity pursuant to this Article VI or as provided in the following
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sentence. The parties acknowledge that the failure to comply with a covenant or
obligation contained in this Agreement may give rise to an irreparable injury to a
party inadequately compensable in damages. Accordingly, a party may seek to enforce
the performance of this Agreement by injunction or specific performance upon
application to a court of competent jurisdiction.
 ARTICLE VII
CLOSING CONDITIONS OF PURCHASER
  7.1 Representations and Warranties.
  7.2 Covenants.
  7.3 Director.
  7.4 Litigation.
  7.5 Registration Rights Agreement.
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7.6 Certificates.
  7.7 Joint Venture.
 Joint Venture Purchase Agreement
 7.8 NYSE Matters.
  7.9 Credit Facility.
  7.10 Opinions of Counsel.
  ARTICLE VIII
CLOSING CONDITIONS OF THE COMPANY
  8.1 Representations and Warranties.
  8.2 Covenants.
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8.3 Litigation.
  8.4 NYSE Approval.
  8.5 Joint Venture.
  8.6 Purchase Price.
  8.7 Registration Rights Agreement.
  8.8 Guaranty.
  ARTICLE IX
POST CLOSING COVENANTS
 9.1 Directors.
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9.2 Reservation of Common Stock.
  9.3 Preemptive Rights.
 (a)
    
    The Company agrees that it will not offer or sell any New Securities (as
defined herein) unless it first offers to the Purchaser the right to purchase a portion
of such New Securities in accordance with, and subject to, the provisions of this
Section 9.3. If the Company proposes to sell any New Securities, other than pursuant
to a Non-Eligible Public Offering (as defined herein), then the Company shall provide
the Purchaser with written notice of the terms or proposed terms for the sale of the
New Securities (the Notice). If the Purchaser wishes to purchase New Securities
pursuant to the Notice, it shall notify the Company by written notice within five
business days after the Notice is delivered how many of such New Securities it desires
to purchase. The Purchaser shall be entitled to purchase up to a number of New
Securities equal to its pro rata percentage ownership of the Company on the Closing
Date, calculated on a fully diluted basis (the Percentage Interest). If the
Purchaser does not elect to purchase all of its Percentage Interest, the Company shall
have the right to complete the sale of any New Securities offered to but not purchased
by the Purchaser upon terms no less favorable to the Company than those specified in
the Notice. The Purchaser shall not have any preemptive rights with respect to any New
Securities sold by the Company in a Public Offering (as defined herein) unless in such
Public Offering (i) the New Securities are anticipated to be priced at more than a 10%
discount to the volume weighted average closing market price of the Common Stock on the
NYSE during the three  trading day period immediately prior to the date of the
Notice, based on the indicative range advised by the underwriters of such Public
Offering or (ii) the Company sells more than 20% of its outstanding Common Stock in a
Public Offering (any Public Offering other than a Public Offering described in (i) or
(ii) above, a Non-Eligible Public Offering). In either of such events, the Purchaser
shall have the right to subscribe for up to its Percentage Interest; provided, however,
that it must exercise this right prior to the anticipated pricing of such Public
Offering. The Company agrees to provide written notice to the Purchaser of a Public
Offering in which the Purchaser has
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preemptive rights as promptly as practicable under the circumstances, and in any
event prior to the pricing of such Public Offering.
 (b)
    
    The closing of the purchase of New Securities by the Purchaser pursuant to this
Section 9.3 shall occur concurrently with the closing of the sale of the New Securities
and at the same place as such sale or at such other time and place as the Company and
the Purchaser may mutually determine. At such closing, the Company shall deliver to
the Purchaser the certificates representing such New Securities, free and clear of all
liens and encumbrances caused or created by the Company, and the Purchaser shall pay to
the Company the purchase price for such New Securities by wire transfer of funds to the
account and depository designated by the Company.(c)
    
    The preemptive rights set forth in this Section 9.3 shall terminate and be of
no further force or effect if the Purchaser owns less than 9.9% of the outstanding
Common Stock of the Company for more than 60 consecutive days following the earlier of
(i) the Purchasers receipt of written notice from the Company that the Shares held by
the Purchaser and its affiliates at such time represent less than 9.9% of the
outstanding Common Stock, and (ii) the public disclosure by the Company of its
outstanding share data demonstrating that the Shares held by the Purchaser and its
affiliates at such time represent less than 9.9% of the outstanding Common Stock;
provided, however, that the 60-consecutive day period requirement shall only apply if
the Purchaser owns less than 9.9% of the outstanding Common Stock as the result of (x)
a Non-Eligible Public Offering or (y) any of the events described in clauses (i)
through (iii) of the definition of New Securities and provided further that if, as a
result of restrictions imposed under applicable United States securities laws (it being
understood that a requirement to disgorge profits under Section 16(b) of the Exchange
Act shall not be deemed or construed to prevent the acquisition by the Purchaser of
additional shares of Common Stock for purposes of this proviso), the Companys Code of
Business Conduct and Ethics or otherwise imposed by the Company, the Purchaser is
prevented from acquiring additional shares of Common Stock during the 60-consecutive
day period referred to above, such period shall be extended by that number of days
equal to the number of days during such 60-day period the Purchaser was prevented from
acquiring additional shares, with such extension to start on the trading day following
the later of (i) the last day of such 60-day period and (ii) the last day that such
trading restrictions are applicable to the Purchaser.(d)
    
    The Purchaser shall be entitled to assign its rights under this Section 9.3 to
an affiliate of the Purchaser.(e)
    
    New Securities means shares of Common Stock of the Company, or any securities
that are convertible into or exchangeable for Common Stock, or any right, option or
warrant to acquire any Common Stock of the Company, except for the following: (i) the
issuance, grant or sale of Common Stock, options to purchase Common Stock or Common
Stock issuable upon the exercise of options or other equity awards pursuant to any
stock option, stock bonus or other stock
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plan or arrangement adopted by the Company, (ii) the issuance of securities by the
Company in connection with an acquisition, merger, joint venture, or sale or
purchase of assets, (iii) any Common Stock issuable upon the redemption of
outstanding Units in the Operating Partnership, or (iv) Warrant Shares.
 (f)
    
    Public Offering means a distribution of New Securities in an underwritten
public offering pursuant to a registration statement filed with and declared effective
by the SEC pursuant to the Securities Act.
 9.4 Hold Period.
 Transfer
 9.5 Tax Representations.
  9.6 Restrictions on Certain Actions.
 (a)
    
    For a period ending on the third anniversary of the Closing Date, except as
provided in Section 9.3, Section 9.6(b) or Section (c), the Purchaser, without the
prior consent of the Board of Directors of the Company (excluding the director
designated by the Purchaser), will not, nor will it permit any affiliate of the
Purchaser to:
 (i)
    
    acquire (other than through a stock split, stock
dividend, reorganization, recapitalization, merger, consolidation or other
distribution made to holders of Common Stock of the Company), directly or
indirectly or in conjunction with or through any other person, by purchase
or otherwise, beneficial ownership of any additional Shares or any other
securities of the Company (the Securities);
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(ii)
    
    directly or indirectly or through any other person,
solicit proxies with respect to Securities under any circumstances or become
a participant in any election contest relating to the election of
directors of the Company (as such terms are used in Rule 14a-11 of
Regulation 14A under the Exchange Act); provided that the foregoing shall
not be deemed to prohibit (a) Purchaser from voting (or casting a written
consent solicited by the Company) regarding its shares of Common Stock in
the manner it deems appropriate or (b) Purchasers designee on the Board of
Directors of the Company from participating in board deliberations, subject
to compliance with the Companys governing documents;(iii)
    
    deposit any Securities in a voting trust, or subject any
Securities to a voting or similar agreement;(iv)
    
    directly or indirectly or through or in conjunction with
any other person, engage in a tender or exchange offer for Securities made
by any other person or entity without the prior approval of the Company, or
engage in any proxy solicitation or any other activity with any other person
or entity relating to the Company without the prior approval of the Company;
or(v)
    
    take any action alone or in concert with any other person
to acquire or change the control of the Company or, directly or indirectly,
participate in, or encourage the formation of, any group seeking to obtain
or take control of the Company.
 (b)
    
    Notwithstanding the provisions of Section 9.6(a), the Purchaser shall be
permitted to acquire additional shares of Common Stock in the open market in an amount
sufficient so as to maintain its Percentage Interest if the Shares owned by it and its
affiliates come to represent less than its Percentage Interest as a result of (i) the
issuance, grant or sale of Common Stock, options to purchase Common Stock or Common
Stock issuable upon the exercise of options or other equity awards pursuant to any
stock option, stock bonus or other stock plan or arrangement adopted by the Company,
(ii) the issuance of securities by the Company in connection with an acquisition,
merger, joint venture, or sale or purchase of assets, (iii) any Common Stock issuable
upon the redemption of outstanding Units in the Operating Partnership, or (iv) a Non
Eligible Public Offering; provided, however, that notwithstanding anything to the
contrary contained in this Agreement, if at any time or from time to time the Purchaser
does not elect to purchase its Percentage Interest of New Securities as provided in
Section 9.3, then the Percentage Interest shall automatically be reduced each such time
to be calculated on a fully diluted basis at the time of each closing of the sale of
New Securities.(c)
    
    Notwithstanding the provisions of subsection (a) of this Section 9.6 in the
event that a public tender offer is made for the Company and not withdrawn or in the
event that the Board of Directors of the Company announces (i) a recommended sale or
merger transaction or (ii) a process to solicit proposals to acquire or merge
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with the Company, then the restrictions contained in Section 9.6(a) shall no longer
apply and the Purchaser will not be contractually restricted in any way from
acquiring additional securities of the Company or making an offer to acquire the
Company or taking any other actions that would otherwise be prohibited under Section
9.6(a). Notwithstanding anything to the contrary in this Section 9.6, nothing shall
prevent the Purchaser from making a confidential proposal to the Board of Directors
of the Company relating to an offer for the Companys Securities or assets or
another business combination or strategic transaction involving the Purchaser (or an
affiliate of the Purchaser) and the Company.
 9.7 NYSE Matters.
  9.8 Filings.
  9.9 Investment Company Act.
  9.10 Securities Act and Exchange Act.
  9.11 Sarbanes-Oxley Act.
  9.12 Credit Facility.
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9.13 Contribution of Net Proceeds to Operating Partnership
  ARTICLE X
MISCELLANEOUS
 10.1 Entire Understanding.
 Confidentiality Agreement
 10.2 Parties in Interest.
  10.3 Severability.
  10.4 Section Headings.
  10.5 Inclusion.
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10.6 Brokers.
  10.7 Counterparts.
  10.8 Notices.
   
 
  
 
  
 - 28 -




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10.9 Survival of Representations.
  10.10 Officers and Trustees of RioCan.
  10.11 Specific Performance.
 - 29 -




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10.12 Waiver of Jury Trial.
  10.13 Mutual Drafting; Expenses; Press Release.
  10.14 Dollar Amounts.
  10.15 Controlling Law.
  - 30 -




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- 31 -




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IN WITNESS WHEREOF
 RioCan Holdings USA Inc.By:Name:Title:RioCan Real Estate Investment TrustBy:Name:Title:Cedar Shopping Centers, Inc.By:Name:Title:Cedar Shopping Centers Partnership L.P.By:
    Cedar Shopping Centers Inc., its general partnerBy:Name:Title: - 32 -




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Schedule 2.4
 1.
    
    Registration Rights Agreement dated April, 2005 between Cedar Shopping Centers, Inc. and each
of the investors listed on Schedule A attached thereto.2.
    
    Registration Rights Agreement dated June 9, 2006 between Cedar Shopping Centers Partnership,
L.P. and the investor listed on Schedule A attached thereto.3.
    
    Amended and Restated Limited Partnership Agreements of Cedar-Pennsboro Commons, LP dated
December 6, 2007 by and among Cedar Pennsboro Commons GP, LLC, Cedar Pennsboro Commons LP, LLC
and Homburg Holdings (U.S.), Inc.4.
    
    Amended and Restated Limited Partnership Agreements of Cedar-Fieldstone Marketplace, LP dated
December 6, 2007 by and among Cedar-Fieldstone SPE, LLC, Cedar Shopping Centers Partnership,
L.P. and Homburg Holdings (U.S.), Inc.5.
    
    Amended and Restated Limited Partnership Agreements of Cedar-Stonehedge, LP dated December 6,
2007 by and among Cedar Stonehedge Square GP, LLC, Cedar Stonehedge Square LP, LLC and Homburg
Holdings (U.S.), Inc.6.
    
    Amended and Restated Limited Partnership Agreements of Cedar-Meadows Marketplace, LP dated
December 6, 2007 by and among Cedar Meadows Marketplace GP, LLC, Cedar Meadows Marketplace LP,
LLC and Homburg Holdings (U.S.), Inc.7.
    
    Amended and Restated Limited Partnership Agreements of Cedar-Aston Center, LP dated December
6, 2007 by and among Cedar Aston Center GP, LLC, Cedar Aston Center LP, LLC and Homburg
Holdings (U.S.), Inc.8.
    
    Amended and Restated Limited Partnership Agreements of Cedar-Spring Meadow, LP dated December
6, 2007 by and among Cedar Spring Meadow GP, LLC, Cedar Spring Meadow LP, LLC and Homburg
Holdings (U.S.), Inc.9.
    
    Amended and Restated Limited Partnership Agreements of Cedar-Ayr Town Center, LP dated
December 6, 2007 by and among Cedar Ayr Town Center GP, LLC, Cedar Ayr Town Center LP, LLC and
Homburg Holdings (U.S.), Inc.10.
    
    Amended and Restated Limited Partnership Agreements of Cedar-Scott Town Center, LP dated
December 6, 2007 by and among Cedar Scott Town Center GP, LLC, Cedar Scott Town Center LP, LLC
and Homburg Holdings (U.S.), Inc.11.
    
    Amended and Restated Limited Partnership Agreements of Cedar-Parkway Plaza, LP dated December
6, 2007 by and among Cedar Parkway Plaza GP, LLC, Cedar Parkway Plaza LP, LLC and Homburg
Holdings (U.S.), Inc.12.
    
    Second Amended and Restated Agreement of Limited Partnership of Inrevco Associates, L.P.
dated November 14, 2006 between Fia Realty Group, Inc., Cedar Shopping Centers Partnership,
L.P. and each of the persons listed on Exhibit A thereto.




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13.
    
    Amended and Restated Limited Liability Company Agreement of Cedar-Bloomsburg LLC dated
January 1, 2008 between Cedar Shopping Centers Partnership, L.P. and WP Bloomsburg Associates,
L.P.14.
    
    Limited Liability Company Agreement of Cedar-Ironwood Cypress Hall LLC dated October 15, 2007
between Cedar Shopping Centers Partnership, L.P. and IPG Cypress Hall Company, LLC.15.
    
    Agreement of Limited Partnership of Limerick HC Realty Partners, L.P. dated September 12,
2008 Limerick HC General, LLC, Cedar-Limerick LLC and each of the limited partners identified
on Schedule 1 thereto.16.
    
    Limited Liability Company Agreement of Cedar PCP-New London, LLC dated January 30, 2009
between Cedar-New London SPE, LLC and PCP New London LLC.17.
    
    Limited Liability Company Agreement of Cedar PCP-San Souci, LLC dated February 10, 2009
between Cedar-San Souci, LLC and PCP San Souci LLC.18.
    
    Agreement of Limited Partnership of CF Pottsgrove Associates, L.P. dated March 31, 2007 among
Upland FC Associates, L.P., Cedar Pottsgrove, LLC and Pottsgrove FC General, LLC.19.
    
    Restated and Amended Agreement of Limited Partnership of Hamilton FC Associates, L.P. dated
as of April, 2008 between Hamilton FC General, LLC, Cedar-Hamilton, LLC and the other limited
partners identified on Schedule 1 attached thereto.20.
    
    Draft Limited Liability Company Agreement of Cedar-Naugatuck, LLC dated October, 2009, to be
effective as of January 1, 2009, between Cedar Shopping Centers Partnership, L.P., and
Naugatuck, LLC.




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Schedule 2.32
 Cedar OwnershipJoint Ventures
    
    Property
    
    Interest
    
    Fee Owning EntityHomburg Joint Ventures
    
    Aston Center
    
    
    20
    %
    
    Cedar-Aston Center, LPHomburg Joint Ventures
    
    Ayr Town Center
    
    
    20
    %
    
    Cedar-Ayr Town Center, LPHomburg Joint Ventures
    
    Fieldstone Marketplace
    
    
    20
    %
    
    Cedar-Fieldstone Marketplace, LPHomburg Joint Ventures
    
    Meadows Marketplace
    
    
    20
    %
    
    Cedar-Meadows Marketplace, LPHomburg Joint Ventures
    
    Parkway Plaza
    
    
    20
    %
    
    Cedar-Parkway Plaza, LPHomburg Joint Ventures
    
    Pennsboro Commons
    
    
    20
    %
    
    Cedar-Pennsboro Commons, LPHomburg Joint Ventures
    
    Scott Town Center
    
    
    20
    %
    
    Cedar-Scott Town Center, LPHomburg Joint Ventures
    
    Spring Meadow Shopping Ctr.
    
    
    20
    %
    
    Cedar-Spring Meadow, LPHomburg Joint Ventures
    
    Stonehedge Square
    
    
    20
    %
    
    Cedar-Stonehedge Square, LPWP Realty Joint Venture
    
    Columbia Mall
    
    
    75
    %
    
    Cedar-Bloomsburg, LLCFameco Cedar Joint Ventures
    
    Upland Square
    
    
    60
    %
    
    CF Pottsgrove Associates, L.P.Fameco Cedar Joint Ventures
    
    Crossroads II (Stroudsburg)
    
    
    60
    %
    
    Hamilton FC Associates, L.P.PCP Cedar Joint Ventures
    
    New London Mall
    
    
    40
    %
    
    Cedar PCP New London, LLCPCP Cedar Joint Ventures
    
    San Souci Plaza
    
    
    40
    %
    
    Cedar-PCP San Souci, LLCHirshland Joint Venture
    
    Heritage Crossing
    
    
    60
    %
    
    Limerick HC Realty Partners, L.P.J. Joseph Joint Venture1
    
    CVS at Naugatuck
    
    
    50
    %
    
    Cedar-Naugatuck, LLCInrevco Joint Venture
    
    11601 Roosevelt Blvd.
    
    
    76.3
    
    
    Inrevco Associates, L.P.
 
 1
    
    The J. Joseph Joint Venture is in progress
and is not yet completed.




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GUARANTY
 26th Guarantor), Cedar).
 WHEREAS, Agreement), Purchaser)
 WHEREAS,
 WHEREAS,
 NOW, THEREFORE, FOR VALUE RECEIVED, THIS GUARANTY WITNESSETH




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- 2 -




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- 3 -




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- 4 -




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IN WITNESS WHEREOF,
 RioCan Real Estate Investment TrustBy:
    /s/ Raghunath DavloorName:
    Raghunath DavloorTitle:
    Chief Financial Officer




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THE WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR THE SECURITIES LAWS OF
ANY STATE AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND UNDER ANY APPLICABLE STATE SECURITIES LAWS,
RECEIPT OF A NO-ACTION LETTER ISSUED BY THE SECURITIES AND EXCHANGE COMMISSION (TOGETHER WITH
EITHER REGISTRATION OR AN EXEMPTION UNDER APPLICABLE STATE SECURITIES LAWS) OR AN OPINION OF
COUNSEL ACCEPTABLE TO THE COMPANY THAT THE PROPOSED TRANSACTION WILL BE EXEMPT FROM REGISTRATION
UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS.
      
 FOR VALUE RECEIVED, CEDAR SHOPPING CENTERS, INC., Company),
  Warrant), (Common Stock), (Exercise Price), Purchase Agreement),
 1.
    
    Exercise of This Warrant.The rights represented by this Warrant may be exercised by
the holder hereof, in whole or in part (but not as to a fractional share of Common
Stock), by the surrender of this Warrant (properly endorsed if required) at the office
of the Company, 44 South Bayles Avenue, Port Washington, New York 11050, or such other
office or agency of the Company as the Company may designate by notice in writing to the
holder hereof at the address of such holder appearing on the books of the Company, at




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any time and from time to time after the date hereof and before 5:00 P.M., New
York City time, two years from the date hereof (the Exercise Period)upon payment to
the Company of the Exercise Price for such shares.
 The Exercise Price for shares of Common Stock issuable upon exercise of this Warrant
shall be payable as follows: (a) by payment to the Company of the Exercise Price in
cash, by check or by wire transfer of funds or (b) by surrender to the Company for
cancellation of notes or debt securities of the Company having a principal balance plus
accrued interest on the date of exercise equal to the Exercise Price for such shares or
(c) by a combination of the methods described in clauses (a) and (b) above. The Company
agrees that the shares so purchased shall be deemed to be issued to the holder hereof
as the record owner of such shares as of the close of business on the date on which
this Warrant shall have been surrendered and payment made for such shares as aforesaid.
Certificates for the shares of Common Stock so purchased shall be delivered to the
holder hereof as promptly as practicable after the rights represented by this Warrant
shall have been so exercised, and, unless this Warrant has expired, a new Warrant
representing the number of shares, if any, with respect to which this Warrant shall not
then have been exercised shall also be delivered to the holder hereof within such time.
 2.
    
    Reservation, Issuance and Listing of Stock.
 A.
    
    A. The Company will at all times reserve and keep available, free
from
preemptive rights, out of its authorized but unissued Common Stock, solely for
the purpose of issue upon exercise of the Warrant, such number of shares of
Common Stock as shall then be issuable upon exercise of the Warrant. The Company
will, at its expense, use its commercially reasonable efforts to cause such shares
to be listed (subject to issuance or notice of issuance) on all stock
exchanges, if any, on which the Companys Common Stock may become listed during
the Exercise Period.B.
    
    The Company covenants that all shares which may be issued upon the
exercise of
the rights represented by this Warrant will, upon issuance, be duly authorized
and validly issued, fully paid and nonassessable, not subject to preemptive
rights and free from all taxes, liens, charges and security interests with
respect to the issue thereof.
 3.
    
    Exercise Price.The above provisions are, however, subject to the following:
 A.
    
    Initial Exercise Price.The initial Exercise Price of $7.00 per share
shall be subject to adjustment from time to time as hereinafter provided.B.
    
    Adjustment of Exercise Price and Number of Shares of Common Stock
Issuable.The Exercise Price and number of shares of Common Stock issuable upon
exercise hereof shall be subject to adjustment from time to time in accordance
with the following provisions, such adjustments shall take effect at the close of
business on the date of any such split, subdivision, dividend or combination, as
the case may be:
 - 2 -




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(1)
    
    In case the Company shall at any time split or subdivide the outstanding shares of
Common Stock or shall issue a stock dividend with respect to the Common
Stock resulting in the issuance of additional shares of Common Stock, the number
of shares of Common Stock for which this Warrant is exercisable immediately prior
to such event shall be proportionally increased and the Exercise Price in effect
immediately prior to such event shall be proportionately decreased to reflect such
split, subdivision or stock dividend, as the case may be.(2)
    
    In case the Company shall at any time combine the outstanding shares of
Common Stock, the number of shares of Common Stock for which this Warrant is
exercisable immediately prior to such event shall be proportionally decreased and the
Exercise Price in effect immediately prior to such event shall be proportionately
increased to reflect such combination.(3)
    
    In case the Company shall declare a cash dividend on its Common Stock
(excluding Dividends Paid in the Ordinary Course), the Exercise Price in effect
immediately prior to the record date for such dividend shall be proportionately
reduced immediately thereafter to reflect such dividend; such adjustment shall be
made successively whenever such a record date is fixed. In the event that such
dividend is not so paid, the Exercise Price then in effect shall be readjusted,
effective as of the date when the Board of Directors of the Company determines not to
pay such dividend, to the Exercise Price that would then be in effect if such record
date had not been fixed. For purposes of this Warrant, Dividends Paid in the
Ordinary Courseshall mean dividends on Common Stock not to exceed $.225 per share
per quarter.
 C.
    
    Reorganization, Consolidation, Merger or Sale.If the Company shall effect a
reorganization, shall merge with or consolidate into another corporation, or shall sell,
transfer or otherwise dispose of all or substantially all of its assets and pursuant to the
terms of such reorganization, merger, consolidation or disposition of assets, securities,
property or assets of the Company, successor or transferee or an affiliate thereof or cash
are to be received by or distributed to the holders of Common Stock, then the holder of
this Warrant shall have the right thereafter to receive, upon the exercise of this Warrant,
the number of shares of stock or other securities, property or assets of the Company,
successor, transferee or affiliate thereof or cash receivable upon or as a result of such
reorganization, merger, consolidation or disposition of assets by a holder of the number of shares
of Common Stock equal to that to which the holder of this Warrant upon the exercise
thereof immediately prior to such event would have been entitled. The provisions of this
subsection 3.0 shall similarly apply to successive reorganizations, mergers, consolidations
or dispositions of assets. Upon any reorganization, consolidation, merger or transfer
hereinabove referred to, this Warrant shall continue in full force and effect and the terms
hereof shall be applicable to the shares of stock and other securities, property, assets
and cash receivable upon the exercise of this Warrant after the consummation of such
reorganization, consolidation, merger or
 - 3 -




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transfer, as the case may be. The Company shall not effect any such
reorganization, consolidation, merger or transfer unless prior to the
consummation thereof the successor corporation (if other than the Company)
resulting therefrom or the corporation purchasing such assets shall, by written
instrument executed and mailed to the registered holder hereof at the last
address of such holder appearing on the books of the Company, (i) assume the
obligation to deliver to such holder such shares of stock, securities, property
or assets as, in accordance with the foregoing provisions, such holder may be
entitled to purchase, and (ii) agree to be bound by all the terms of this
Warrant.D.
    
    Notice of Adjustment.Upon any adjustment of the Exercise Price and any
increase or decrease in the number of shares of Common Stock purchasable upon the
exercise of this Warrant, then, and in each such case, the Company, as promptly as
practicable thereafter, shall give written notice thereof to the holder hereof at
the address of such holder as shown on the books of the Company which notice shall
state the Exercise Price as adjusted and the increased or decreased number of shares
purchasable upon the exercise of this Warrant, setting forth in reasonable
detail the method of calculation of each.E.
    
    Other Notices.In case at any time the Company shall propose to (a)
reorganize, or reclassify the capital stock of the Company, or consolidate, merge
or otherwise combine with, or sell all or substantially all of its assets to,
another person or (b) voluntarily or involuntarily dissolve, liquidate or wind up
of the affairs of the Company; then, in any one or more of said cases, the Company
shall give to the holder hereof at least ten (10) days prior written notice of
the date on which the books of the Company shall close or a record shall be taken
for determining rights to vote in respect of any such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or winding
up.
 4.
    
    No Voting Rights.This Warrant shall not entitle the holder hereof to any voting
rights
or other rights as a stockholder of the Company.
 5.
    
    Transfer and Registration of Warrants.This Warrant and all rights hereunder are
transferable, in whole or in part, at the office or agency of the Company referred to
in Section 1 hereof by the holder hereof in person or his duly authorized attorney,
upon surrender of this Warrant properly endorsed; provided, that this Warrant may not
be transferred or assigned in whole or in part without compliance with (i) the
provisions of the Purchase Agreement, and (ii) all applicable federal and state
securities laws by the transferor and the transferee (including, to the extent required
by law or reasonably requested by the Company, the delivery of appropriate investment
representations in customary form). Each taker and holder of this Warrant, by taking or
holding the same, consents and agrees that this Warrant, when endorsed in blank, shall
be deemed negotiable, and that the holder hereof, when this Warrant shall have been so
endorsed may be treated by the Company and all other persons dealing with this Warrant
as the absolute owner thereof for any purpose and as the person entitled to exercise
the rights represented by this Warrant, or to the transfer hereof on the books of the
Company, any notice to the contrary notwithstanding; but until such transfer on such
books, the Company may treat the registered holder hereof as the owner for all
purposes.
 - 4 -




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6.
    
    Exchanges of Warrants.This Warrant is exchangeable, upon the surrender hereof
by
the holder hereof at such office or agency of the Company, for new Warrants of like
tenor representing in the aggregate the right to subscribe for and purchase the number
of shares that may be subscribed for and purchased hereunder, each of such new Warrants
to represent the right to subscribe for and purchase such number of shares as shall be
designated by said holder hereof at the time of such surrender.
 7.
    
    No Fractional Shares.No fractional shares of Common Stock or scrip representing
fractional shares of Common Stock shall be issued upon the exercise of the Warrant, but,
in lieu thereof, there shall be paid an amount in cash equal to the same fraction of the
closing price of a whole share of Common Stock on the business day preceding the day of
exercise.
 8.
    
    Replacement of Warrants.Upon receipt of evidence reasonably satisfactory to the
Company of the loss, theft, destruction or mutilation of the Warrant and, in the case of
any such loss, theft or destruction, upon delivery of an indemnity agreement reasonably
satisfactory in form and amount to the Company or, in the case of any such mutilation,
upon surrender and cancellation of such Warrant, the Company at its expense will execute
and deliver, in lieu thereof, a new Warrant of like tenor.
 9.
    
    Remedies.The Company stipulates that the remedies at law of the holder of this
Warrant
in the event of any default or threatened default by the Company in the performance of
or compliance with any of the terms of this Warrant are not and will not be adequate,
and that such terms may be specifically enforced by a decree for the specific
performance of any agreement contained herein or by an injunction against a violation of
any of the terms hereof or otherwise.
 10.
    
    Notices.Except as otherwise provided herein, any notices hereunder shall be
deemed to
have been given five (5) days after having been mailed in the United States by
registered or certified mail, addressed if given to the Company to the principal office
of the Company, Attention: President, or if given to a holder of this Warrant addressed
to such holder at his address as the same shall appear on the books of the Company.
 11.
    
    Miscellaneous.This Warrant and any term hereof may be changed, waived,
discharged
or terminated only by an instrument in writing signed by both the Company and the
holder hereof. This Warrant is being delivered in the State of New York and shall be
construed and enforced in accordance with and governed by the laws of such State. The
headings in this Warrant are for purposes of reference only, and shall not limit or
otherwise affect any of the terms hereof.
 12.
    
    Expiration of Warrants.At 5:00 P.M. New York time on the last day of its
Exercise
Period, the Warrant, if not exercised prior thereto, shall be and become wholly void
and of no value.
 13.
    
    No Impairment.The Company shall not by any action, including, without
limitation,
amending its charter documents or through any reorganization, reclassification,
transfer of assets, consolidation, merger, dissolution, issue or sale of securities or
any other similar voluntary action, avoid or seek to avoid the observance or
performance of any of
 - 5 -




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the terms of this Warrant, but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all such actions as may be necessary
or appropriate to protect the rights of the holder hereof against impairment. Without
limiting the generality of the foregoing, the Company shall take all commercially
reasonable action as may be necessary or appropriate in order that the Company may
validly and legally issue fully paid and nonassessable shares of Common Stock upon the
exercise of this Warrant, free and clear of all liens, and shall use its commercially
reasonable efforts to obtain all such authorizations, exemptions or consents from any
public regulatory body having jurisdiction over it as may be necessary to enable the
Company to perform its obligations under this Warrant.
 14.
    
    Supplying Information; Rule 144.The Company shall cooperate with the holder
hereof
in supplying such information as may be reasonably necessary for such holder to complete
and file any information reporting forms presently or hereafter required by the
Securities and Exchange Commission (the Commission)as a condition to the
availability of an exemption from the Securities Act of 1933, as amended (the
Act)for the transfer hereof The Company shall use its commercially
reasonable efforts to at all times make public information available so as to afford the
holder hereof the benefits of Rule 144 of the Commission in connection with resales.
 - 6 -




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CEDAR SHOPPING CENTERS, INC,By:
    /s/ Leo S. UllmanName:
    Leo S. UllmanTitle:
    President




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To:
    
    Cedar Shopping Centers, Inc.
44 South Bayles Avenue
Port Washington, New York 11050
Attn: Leo S. Ullman
 The undersigned, the holder of the within Warrant, hereby irrevocably elects, to exercise
the purchase, right represented by such Warrant for, and to purchase thereunder, shares of
Common Stock of Cedar Shopping Centers, Inc. and
herewith (a) makes payment of $ therefor or (b) surrenders for cancellation notes or debt
securities of the Company equal to the Exercise Price. The undersigned requests that the
certificates for such shares be issued in the name of, and delivered
to, , whose
address is .
 Dated:  , 20
 (Signature must conform in all respects to
name of holder as specified on the face of
the Warrant)(Address)(Address)




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Insert here the number of shares called for on the face of the Warrant (or, in the
case of a partial exercise, the portion thereof as to which the Warrant is being exercised), in
either case without making any adjustment for additional Common Stock or any other stock or
other securities or property or cash which, pursuant to the adjustment provisions of the
Warrant, may be deliverable upon exercise.




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ASSIGNMENT
 FOR VALUE RECEIVED,
 Name of Assignee
    
    Address
    
    No. of Shares
 Dated:,(Signature must conform in all respects to
name of holder as specified on the face of
the Warrant)Address(Address)
  (Signature)(Print)




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REGISTRATION RIGHTS AGREEMENT
 Agreement) Company), Investor).
 WITNESSETH
 WHEREAS, Purchase Agreement)
 WHEREAS,
 NOW, THEREFORE,
 Certain Definitions.
 Commission
 Common Stock
 Costs and Expenses
 Holder
 Registrable Securities




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Securities Act
 Selling Holder
 Registration.
 Registration Procedures and Expenses.
 Registration Statement)
 (b) Lockup Termination Date).
 Expiration Date); (B)
 - 2 -




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Other Holders; Piggyback Rights.
  PiggyBack Registration);
 - 3 -




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writing of
   - 4 -




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-
 Other Registration Procedures.
      - 5 -




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Indemnification by the Company.
 - 6 -




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Indemnification by the Holders.
   Contribution.
 - 7 -




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Conduct of Indemnification Proceedings.
 - 8 -




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Rule 144.
 Miscellaneous.
 Notices.
 Successors and Assigns.
 Counterparts.
 - 9 -




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Headings
 Governing Law.
 Severability.
 Entire Agreement.
 Injunctive Relief.
 - 10 -




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/s/ Leo S. Ullman CEDAR SHOPPING CENTERS, INC,Per:
    Leo S. UllmanName:
    PresidentTitle: RIOCAN HOLDINGS USA INC.Per:Name:Title:




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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
 CEDAR SHOPPING CENTERS, INC.Per:Name:Title: RIOCAN HOLDINGS USA INC>Per:Name:Title:




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