Other Group Companies Contributed Interests Uses in Amendment to Section 2.1 Clause

Amendment to Section 2.1 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").

Amendment to Section 2.1. Section 2.1 of the Contribution Agreement shall be amended and restated in its entirety to read as follows: "Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, (a) each of Lightstone Holdings, Pro-DFJV, LVP OP and BRM shall contribute, convey and transfer to Parent Sub all of such Contributor's right, title and interest in and to the Other Group Companies Contributed Interests (the "Other Group Companies Contributions") and (b) each of Lightstone Prime, LVP OP and Pro-DFJV shall contribute, convey and transfer to Parent Sub all of such Person's right, title and interest in and to the Company Contributed Interests (the "Company Contributions," and together with the Other Group Companies Contributions, the "Contributions")."

Amendment to Section 2.1 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").

Amendment to Section 2.1. Section 2.1 of the Contribution Agreement shall be amended and restated in its entirety to read as follows: "Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, (a) each of Lightstone Holdings, Pro-DFJV, LVP OP and BRM shall contribute, convey and transfer to Parent Sub all of such Contributor's right, title and interest in and to the Other Group Companies Contributed Interests (the "Other Group Companies Contributions") and (b) each of Lightstone Prime, LVP OP and Pro-DFJV shall contribute, convey and transfer to Parent Sub all of such Person's right, title and interest in and to the Company Contributed Interests (the "Company Contributions," and together with the Other Group Companies Contributions, the "Contributions")."

Amendment to Section 2.1 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").

Amendment to Section 2.1. Section 2.1 of the Contribution Agreement shall be amended and restated in its entirety to read as follows: "Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, (a) each of Lightstone Holdings, Pro-DFJV, LVP OP and BRM shall contribute, convey and transfer to Parent Sub all of such Contributor's right, title and interest in and to the Other Group Companies Contributed Interests (the "Other Group Companies Contributions") and (b) each of Lightstone Prime, LVP OP and Pro-DFJV shall contribute, convey and transfer to Parent Sub all of such Person's right, title and interest in and to the Company Contributed Interests (the "Company Contributions," and together with the Other Group Companies Contributions, the "Contributions")."

Amendment to Section 2.1 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").

Amendment to Section 2.1. Section 2.1 of the Contribution Agreement shall be amended and restated in its entirety to read as follows: "Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, (a) each of Lightstone Holdings, Pro-DFJV, LVP OP and BRM shall contribute, convey and transfer to Parent Sub all of such Contributor's right, title and interest in and to the Other Group Companies Contributed Interests (the "Other Group Companies Contributions") and (b) each of Lightstone Prime, LVP OP and Pro-DFJV shall contribute, convey and transfer to Parent Sub all of such Person's right, title and interest in and to the Company Contributed Interests (the "Company Contributions," and together with the Other Group Companies Contributions, the "Contributions")."