(a) Section 2.1(b) of the Registration Rights Agreement is hereby amended bydeleting the words “one year from the date hereof” and replacing them with thefollowing words “six months from February 5, 2010”.  (b) Section 1 of the Registration Rights Agreement is hereby amended by (i)inserting the words “or acquired by” immediately after the words “any shares of CommonStock issuable to” in clause (a) of the definition of “Registrable Securities”, (ii)deleting the word “and” immediately after clause (b) of the definition of “RegistrableSecurities” and inserting in its place a new clause with the following words “, (c) any            shares of Common Stock acquired by the Investor prior to the date the RegistrationStatement is filed with the Commission, and” and (iii) renumbering what has heretoforebeen clause (c) in the definition of “Registrable Securities” as clause (d).      Section 2. Amendment to Securities Purchase Agreement. From and after the date ofthis Agreement, the Securities Purchase Agreement shall be amended as follows: (a) Section 9.4 of the Securities Purchase Agreement is hereby amended by deletingthe words “Section 9.6(c)” at the end of the last sentence in such section andreplacing them with the following words “Section 9.6(b)”.     Section 3. Purchase. Subject to the terms and conditions set forth herein, theCompany hereby agrees to issue and sell to the Purchaser, and the Purchaser hereby agrees topurchase from the Company 1,250,000 shares of Common Stock which shall be validly issued, fullypaid, non-assessable and free and clear of any liens, other than liens created by the Purchaser(collectively, the “Shares” and each individually, a “Share”), at a purchase priceof $6.60 per Share.     Section 4. Purchase Price. The purchase price payable by the Purchaser hereunder forthe Shares is $8,250,000.00, which will be paid by the Purchaser to the Company as of the datehereof by means of a wire transfer to an account and depository designated by the Company to thePurchaser in writing.     Section 5. Closing. The closing (the “Closing”) of the transactionscontemplated by this Agreement shall take place as of the date hereof or on such other date as theparties may mutually agree. At the Closing, (i) the Purchaser shall deliver to the Company thepurchase price as set forth in Section 4 and (ii) the Company shall deliver to the Purchaser (A)the Shares and (B) an opinion letter from Stroock & Stroock & Lavan LLP in the form attached heretoas Schedule A.     Section 6. Representations and Warranties of the Company. As of the date hereof, theCompany makes to the Purchaser those representations and warranties made by the Company in Section1(a) (Representations and Warranties by the Company and the Operating Partnership) of theUnderwriting Agreement, providedthat, for purposes of this Agreement, the word“Securities” in each such representation and warranty shall be replaced by “Shares”. As of thedate hereof, the Company further makes to the Purchaser that representation and warranty made bythe Company in Section 2.30 (Private Offering) of the Securities Purchase Agreement,
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providedthat, for purposes of this Agreement, the word “Shares” shall havethe meaning ascribed thereto in this Agreement.     Section 7. Representations and Warranties of the Purchaser. The Purchaser makes tothe Company those representations and warranties made by the Purchaser in Sections 3. 1 (DueOrganization), 3.2 (Authorization), 3.3 (No Violations), 3.4 (Investment Intent), 3.5 (NoRegistration under Federal or State Securities Laws), 3.6 (Investment Experience), 3.7 (InvestmentRisks), 3.10 (Financial Resources) and 3.11 (Opportunity for Independent Investigation) of theSecurities Purchase Agreement, providedthat, for purposes of this Agreement, theword “Shares” shall have the meaning ascribed thereto in this Agreement.     Section 8. Representations and Warranties of the Parties. Each party herebyrepresents and warrants: (i) the execution, delivery and performance of this Agreement is withinits power, has been duly authorized by all necessary action and, where applicable, is not incontravention of any of its organizational documents; (ii) this Agreement has been duly executedand delivered by such party; and (iii) this Agreement constitutes the legal, valid and bindingobligation of such party, enforceable against such party in accordance with its terms.     Section 9. No Other Amendment. Except as and to the extent expressly amended by theterms and provisions of this Agreement, each of the Registration Rights Agreement and theSecurities Purchase Agreement shall continue in full force and effect unamended. Except asexpressly set forth herein, the execution, delivery and effectiveness of this Agreement shall notoperate as a waiver of any right, power or remedy of the parties under either the RegistrationRights Agreement or the Securities Purchase Agreement, or constitute a waiver of any provision ofthe Registration Rights Agreement or the Securities Purchase Agreement.     Section 10. References to Registration Rights Agreement. On and after the datehereof, each reference in the Registration Rights Agreement to “this Agreement,” “hereunder,”“hereof,” “herein” or words of like import referring to the Registration Rights Agreement, and eachreference in any of the agreements or certificates to be delivered in connection with theRegistration Rights Agreement to the “Registration Rights Agreement,” “thereunder,” “thereof” orwords of like import referring to the Registration Rights Agreement, shall mean and be a referenceto the Registration Rights Agreement as amended by this Agreement.     Section 11. References to Securities Purchase Agreement. On and after the datehereof, each reference in the Securities Purchase Agreement to “this Agreement,” “hereunder,”“hereof,” “herein” or words of like import referring to the Securities Purchase Agreement, and eachreference in any of the agreements or certificates to be delivered in connection with theSecurities Purchase Agreement to the “Securities Purchase Agreement,” “thereunder,” “thereof” orwords of like import referring to the Securities Purchase Agreement, shall mean and be a referenceto the Securities Purchase Agreement as amended by this Agreement.     Section 12. Successors and Assigns. This Agreement is solely for the benefit of andshall be binding upon the parties and their respective successors and permitted assigns, including,without limitation, any successor of the Company by merger, acquisition, reorganization,recapitalization or otherwise. Neither the Company nor the Purchaser may assign this Agreement orany of its rights, duties or obligations hereunder without the prior written
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consent of the other party; provided, however, that the Purchaser may assignits rights, duties or obligations hereunder to any affiliate of the Purchaser, providedthat such affiliate agrees to be bound by the terms of this Agreement as a Holder (as suchterm is defined in the Registration Rights Agreement). Except as expressly set forth herein,nothing herein shall be construed to provide any rights to any other entity or individual.     Section 13. Counterparts. This Agreement may be executed in several counterparts,each of which shall be deemed an original, but all of which together shall constitute one and thesame document.     Section 14. Headings. Section headings are for convenience only and do not controlor affect the meaning or interpretation of any terms or provisions of this Agreement.     Section 15. Governing Law. This Agreement shall be governed by and construed inaccordance with the laws of the State of New York governing contracts to be made and performedtherein without giving effect to principles of conflicts of law, and, with respect to any disputearising out of this Agreement, each party hereby consents to the exclusive jurisdiction of thecourts sitting in the City of New York as provided in Section 10.15 of the Securities PurchaseAgreement.     Section 16. Survival of Representations and Warranties. All representations andwarranties contained in this Agreement shall remain operative and in full force and effectregardless of delivery of and payment for the Shares.     Section 17. Severability. Should any part, term, condition or provision hereof orthe application thereof be declared illegal, invalid or otherwise unenforceable or in conflict withany other law by a court of competent jurisdiction, the validity of the remaining parts, terms,conditions or provisions of this Agreement shall not be affected thereby, and the illegal, invalidor unenforceable portions of this Agreement shall be and hereby are redrafted to conform withapplicable law, while leaving the remaining portions of this Agreement intact, except to the extentnecessary to conform to the redrafted portions hereof.     Section 18. Further Assurances. Each party shall duly execute and deliver, or causeto be duly executed and delivered, such further instruments and documents and to take all suchactions, in each case as may be necessary or proper to carry out the provisions and purposes ofthis Agreement.     Section 19. Entire Understanding. This Agreement and the exhibits attached heretostate the entire understanding between the parties with respect to the subject matter hereof, andsupersede all prior oral and written communications and agreements, and all contemporaneous oralcommunications and agreements, with respect to the subject matter hereof. This Agreement may notbe amended, modified or waived except by an instrument in writing signed by each of the partieshereto.
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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of thedate first written above.      **CEDAR SHOPPING CENTERS, INC.**