May 13, 2010 Uses in Section 1.1 Clause

Section 1.1 from Contribution Agreement

THIS AMENDMENT NO. 1 TO THE CONTRIBUTION AGREEMENT, made this 13th day of May, 2010 (this "Amendment"), is made by and among Simon Property Group, Inc., a Delaware corporation ("Parent REIT"), Simon Property Group, L.P., a Delaware limited partnership ("Parent OP"), Marco Capital Acquisition, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent OP ("Parent Sub," and together with Parent REIT and Parent OP, the "Parent Parties"), Lightstone Prime, LLC, a Delaware limited liability company ("Lightstone Prime") (solely in its capacity as the Representative), and Prime Outlets Acquisition Company LLC, a Delaware limited liability company (the "Company").

Section 1.1. of the Contribution Agreement is hereby amended by adding the following defined terms: "Amendment No. 1" means the Amendment No. 1 to this Agreement, dated as of May 13, 2010, by and among the Parent Parties, Lightstone Prime and the Company. "Barceloneta Actual Adjustment" has the meaning ascribed to the defined term "Actual Adjustment" in the Barceloneta Contribution Agreement. "Barceloneta Aggregate Consideration Value" has the meaning ascribed to the defined term "Aggregate Consideration Value" in the Barceloneta Contribution Agreement. "Barceloneta Aggregate Unit Value" has the meaning ascribed to the defined term "Aggregate Unit Value" in the Barceloneta Contribution Agreement. "Barceloneta Contribution Agreement" means that certain Contribution Agreement, dated as of May 13, 2010, by and among the Parent Parties, LRPV, PR Manager and Barceloneta. "Barceloneta Closing" has the meaning ascribed to the defined term "Closing" in the Barceloneta Contribution Agreement. "Barceloneta Closing Date" has the meaning ascribed to the defined term "Closing Date" in the Barceloneta Contribution Agreement. "Barceloneta Contributors" means LRPV and PR Manager.

Section 1.1 from Contribution Agreement

THIS AMENDMENT NO. 1 TO THE CONTRIBUTION AGREEMENT, made this 13th day of May, 2010 (this "Amendment"), is made by and among Simon Property Group, Inc., a Delaware corporation ("Parent REIT"), Simon Property Group, L.P., a Delaware limited partnership ("Parent OP"), Marco Capital Acquisition, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent OP ("Parent Sub," and together with Parent REIT and Parent OP, the "Parent Parties"), Lightstone Prime, LLC, a Delaware limited liability company ("Lightstone Prime") (solely in its capacity as the Representative), and Prime Outlets Acquisition Company LLC, a Delaware limited liability company (the "Company").

Section 1.1. of the Contribution Agreement is hereby amended by adding the following defined terms: "Amendment No. 1" means the Amendment No. 1 to this Agreement, dated as of May 13, 2010, by and among the Parent Parties, Lightstone Prime and the Company. "Barceloneta Actual Adjustment" has the meaning ascribed to the defined term "Actual Adjustment" in the Barceloneta Contribution Agreement. "Barceloneta Aggregate Consideration Value" has the meaning ascribed to the defined term "Aggregate Consideration Value" in the Barceloneta Contribution Agreement. "Barceloneta Aggregate Unit Value" has the meaning ascribed to the defined term "Aggregate Unit Value" in the Barceloneta Contribution Agreement. "Barceloneta Contribution Agreement" means that certain Contribution Agreement, dated as of May 13, 2010, by and among the Parent Parties, LRPV, PR Manager and Barceloneta. "Barceloneta Closing" has the meaning ascribed to the defined term "Closing" in the Barceloneta Contribution Agreement. "Barceloneta Closing Date" has the meaning ascribed to the defined term "Closing Date" in the Barceloneta Contribution Agreement. "Barceloneta Contributors" means LRPV and PR Manager.

Section 1.1 from Contribution Agreement

THIS AMENDMENT NO. 1 TO THE CONTRIBUTION AGREEMENT, made this 13th day of May, 2010 (this "Amendment"), is made by and among Simon Property Group, Inc., a Delaware corporation ("Parent REIT"), Simon Property Group, L.P., a Delaware limited partnership ("Parent OP"), Marco Capital Acquisition, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent OP ("Parent Sub," and together with Parent REIT and Parent OP, the "Parent Parties"), Lightstone Prime, LLC, a Delaware limited liability company ("Lightstone Prime") (solely in its capacity as the Representative), and Prime Outlets Acquisition Company LLC, a Delaware limited liability company (the "Company").

Section 1.1. of the Contribution Agreement is hereby amended by adding the following defined terms: "Amendment No. 1" means the Amendment No. 1 to this Agreement, dated as of May 13, 2010, by and among the Parent Parties, Lightstone Prime and the Company. "Barceloneta Actual Adjustment" has the meaning ascribed to the defined term "Actual Adjustment" in the Barceloneta Contribution Agreement. "Barceloneta Aggregate Consideration Value" has the meaning ascribed to the defined term "Aggregate Consideration Value" in the Barceloneta Contribution Agreement. "Barceloneta Aggregate Unit Value" has the meaning ascribed to the defined term "Aggregate Unit Value" in the Barceloneta Contribution Agreement. "Barceloneta Contribution Agreement" means that certain Contribution Agreement, dated as of May 13, 2010, by and among the Parent Parties, LRPV, PR Manager and Barceloneta. "Barceloneta Closing" has the meaning ascribed to the defined term "Closing" in the Barceloneta Contribution Agreement. "Barceloneta Closing Date" has the meaning ascribed to the defined term "Closing Date" in the Barceloneta Contribution Agreement. "Barceloneta Contributors" means LRPV and PR Manager.

Section 1.1 from Contribution Agreement

THIS AMENDMENT NO. 1 TO THE CONTRIBUTION AGREEMENT, made this 13th day of May, 2010 (this "Amendment"), is made by and among Simon Property Group, Inc., a Delaware corporation ("Parent REIT"), Simon Property Group, L.P., a Delaware limited partnership ("Parent OP"), Marco Capital Acquisition, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent OP ("Parent Sub," and together with Parent REIT and Parent OP, the "Parent Parties"), Lightstone Prime, LLC, a Delaware limited liability company ("Lightstone Prime") (solely in its capacity as the Representative), and Prime Outlets Acquisition Company LLC, a Delaware limited liability company (the "Company").

Section 1.1. of the Contribution Agreement is hereby amended by adding the following defined terms: "Amendment No. 1" means the Amendment No. 1 to this Agreement, dated as of May 13, 2010, by and among the Parent Parties, Lightstone Prime and the Company. "Barceloneta Actual Adjustment" has the meaning ascribed to the defined term "Actual Adjustment" in the Barceloneta Contribution Agreement. "Barceloneta Aggregate Consideration Value" has the meaning ascribed to the defined term "Aggregate Consideration Value" in the Barceloneta Contribution Agreement. "Barceloneta Aggregate Unit Value" has the meaning ascribed to the defined term "Aggregate Unit Value" in the Barceloneta Contribution Agreement. "Barceloneta Contribution Agreement" means that certain Contribution Agreement, dated as of May 13, 2010, by and among the Parent Parties, LRPV, PR Manager and Barceloneta. "Barceloneta Closing" has the meaning ascribed to the defined term "Closing" in the Barceloneta Contribution Agreement. "Barceloneta Closing Date" has the meaning ascribed to the defined term "Closing Date" in the Barceloneta Contribution Agreement. "Barceloneta Contributors" means LRPV and PR Manager.