Section 2. Representations and Warranties of the Parties. Each party hereby represents andwarrants: (i) the execution, delivery and performance of this Agreement is within its power, hasbeen duly authorized by all necessary action and, where applicable, is not in contravention of anyof its organizational documents; (ii) this Agreement has been duly executed and delivered by suchparty; and (iii) this Agreement constitutes the legal, valid and binding obligation of such party,enforceable against such party in accordance with its terms.     Section 3. No Other Amendment. Except as and to the extent previously amended by agreementdated February 5, 2010 and as expressly amended by the terms and provisions of this Agreement, 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 the Securities PurchaseAgreement, or constitute a waiver of any provision of the Securities Purchase Agreement.     Section 4. References to Securities Purchase Agreement. On and after the date hereof, eachreference in the Securities Purchase Agreement to “this Agreement,” “hereunder,” “hereof,” “herein”or words of like import referring to the Securities Purchase Agreement, and each reference in anyof the agreements delivered in connection with the Securities Purchase Agreement to the “SecuritiesPurchase Agreement,” “thereunder,” “thereof” or words of like import referring to the SecuritiesPurchase Agreement, shall mean and be a reference to the Securities Purchase Agreement as amendedpursuant to the agreement dated February 5, 2010 and by this Agreement.     Section 5. Successors and Assigns. This Agreement is solely for the benefit of and shall bebinding upon the parties and their respective successors and permitted assigns. Neither theCompany nor the Purchaser may assign this Agreement or any of its rights, duties or obligationshereunder without the prior written consent of the other party.     Section 6. Counterparts. This Agreement may be executed in several counterparts, each ofwhich shall be deemed an original, but all of which together shall constitute one and the samedocument.     Section 7. Headings. Section headings are for convenience only and do not control or affectthe meaning or interpretation of any terms or provisions of this Agreement.     Section 8. Governing Law. This Agreement shall be governed by and construed in accordancewith the laws of the State of New York governing contracts to be made and performed therein withoutgiving effect to principles of conflicts of law, and, with respect to any dispute arising out ofthis Agreement, each party hereby consents to the exclusive jurisdiction of the courts sitting inthe City of New York as provided in Section 10.15 of the Securities Purchase Agreement.     Section 9. Severability. Should any part, term, condition or provision hereof or theapplication thereof be declared illegal, invalid or otherwise unenforceable or in conflict with anyother 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, invalid
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or 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 10. Further Assurances. Each party shall duly execute and deliver, or cause to be dulyexecuted and delivered, such further instruments and documents and to take all such actions, ineach case as may be necessary or proper to carry out the provisions and purposes of this Agreement.     Section 11. Entire Understanding. This Agreement states the entire understanding between theparties with respect to the subject matter hereof, and supersedes all prior oral and writtencommunications and agreements, and all contemporaneous oral communications and agreements, withrespect to the subject matter hereof. This Agreement may not be amended, modified or waived exceptby an instrument in writing signed by each of the parties hereto.
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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the datefirst written above.      **CEDAR SHOPPING CENTERS, INC.**