STANDBY EQUITY PURCHASE AGREEMENT

STANDBY EQUITY PURCHASE AGREEMENT

THIS AGREEMENT dated as of the 21 ^st day of September, 2009 (this “ Agreement ”) between YA GLOBAL MASTER SPV LTD. , a Cayman Islands exempt limited company (the “ Investor ”), and CEDAR SHOPPING CENTERS, INC. , a corporation organized and existing under the laws of the State of Maryland (the “ Company ”).

WHEREAS , the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company shares of the Company’s common stock, par value $0.06 per share (the “ Common Stock ”) in an amount not to exceed the Commitment Amount (as defined herein); and

WHEREAS , the offer and sale of the shares of Common Stock issuable hereunder have been registered by the Company on a Registration Statement on Form S-3 (File No. 333-155411) filed with the United States Securities and Exchange Commission (the “ SEC ”), which has been declared effective by the SEC under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “ Securities Act ”).

NOW , THEREFORE , the parties hereto agree as follows:

Article I

Certain Definitions

Section 1.01    “ Advance ” shall mean the portion of the Commitment Amount requested by the Company in an Advance Notice that does not relate to a Big Advance.

Section 1.02    “ Advance Notice ” shall mean a written notice in the form of Exhibit A attached hereto to the Investor executed by an officer of the Company and setting forth the dollar amount that the Company desires to sell to the Investor pursuant to an Advance or a Big Advance.

Section 1.03    “ Advance Pricing Date ” shall mean (a) the Trading Day the Investor receives any Advance Notices with respect to any Advance Notices received by the Investor prior to 9:30 am (New York City time), and (b) the Trading Day immediately succeeding the Trading Day the Investor receives an Advance Notice with respect to any Advance Notice received by the Investor on or after 9:30 am (New York City time).

Section 1.04    “ Advance Settlement Date ” shall mean the Trading Day after the relevant Advance Pricing Date.

Section 1.05    “ Allotted Amount ” shall mean 1/20 ^th of the Big Advance Amount (as reduced if necessary pursuant to Section 2.01(d) or Section 2.01(e)) or such other amount as the parties may mutually agree; provided, however that the sum of all Allotted Amounts with respect to any Big Advance must equal the Big Advance Amount for such Big Advance.

Section 1.06    “ Base Prospectus ” shall mean the Company’s prospectus accompanying the Registration Statement.

Section 1.07    “ Big Advance ” shall mean a portion of the Commitment Amount greater than the Daily Maximum Advance Amount requested by the Company in an Advance Notice.

Section 1.08    “ Big Advance Amount ” shall mean up to $5,000,000 per Big Advance or such other amount as (i) may be agreed upon by the mutual consent of the parties or (ii) may be reduced by the Investor in accordance with Section 2.03(c)(iii) hereof.

Section 1.09    “ Big Advance Commission ” shall mean an amount equal to 1.25% of the Big Advance (reduced, if necessary, pursuant to Section 2.01(d) or Section 2.01(e)).

Section 1.10    “ Big Advance Pricing Period ” shall mean the 20 consecutive Trading Days commencing on the Trading Day following the Big Advance Share Reserve Creation Date.

Section 1.11    “ Big Advance Purchase Price ” shall mean the price per share obtained by multiplying the Market Price by 97.25%.

Section 1.12    “ Big Advance Repayment Date ” shall mean the date, which shall be no later than the fourth Trading Day after the Big Advance Repayment Notice Date, on which (i) if the Company has elected an Up Front Big Advance Funding Date, the Company pays the Repayment Amount to the Investor or (ii) if the Company has elected a Delayed Big Advance Funding Date, the Investor pays to the Company the Net Advance Amount less the Repayment Amount, in each case in accordance with Section 2.03(d).

Section 1.13    “ Big Advance Repayment Notice Date ” shall have the meaning given thereto in Section 2.03(d).

Section 1.14    “ Big Advance Reserve Confirmation ” shall mean a written notice in the form of Exhibit B attached hereto to the Investor executed by an officer of the Company and confirming that the Big Advance Share Reserve has been created.

Section 1.15    “ Big Advance Sale ” shall mean an offer to sell, contract to sell, sale, grant of any option to sell or other disposal of any shares of Common Stock (other than Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for shares of Common Stock, warrants or any rights to purchase or acquire shares of Common Stock by the Company during the period (the “ Big Advance Sale Period ”) beginning on the 5 ^th Trading Day immediately prior to the date on which any Advance Notice relating to a Big Advance is delivered by the Company hereunder and ending on the earlier of the last day of the Big Advance Pricing Period or the Big Advance Repayment Date, other than (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 in connection with an acquisition, merger, joint venture, or sale or purchase of assets which when aggregated with all such other issuances in the Big Advance Sale Period is less than 5% of the Company’s then outstanding Common Stock or (iii) any Common Stock issuable upon the redemption of outstanding units in Cedar Shopping Centers Partnership, L.P.

Section 1.16    “ Big Advance Settlement Date ” shall mean each of the 20 consecutive Trading Days commencing on the second Trading Day following the Big Advance Share Reserve Creation Date.

Section 1.17    “ Big Advance Settlement Document ” shall have the meaning set forth in Section 2.03(c)(i).

Section 1.18    “ Big Advance Share Reserve Creation Date ” shall mean the fourth Trading Day after the Advance Pricing Date.

Section 1.19    “ Big Advance Share Reserve ” shall mean with respect to each Big Advance the number of shares of Common Stock determined by dividing 150% (or such greater amount selected by the Investor in accordance with Section 2.03(c)(iii) hereof) of the Big Advance Amount by the average VWAP of the Common Stock over the 5 Trading Days prior to the Big Advance Share Reserve Creation Date.

Section 1.21    “ Commission ” shall mean an amount equal to .75% of the Advance (reduced, if necessary, pursuant to Section 2.01(d) or Section 2.01(e)).

Section 1.22    “ Commitment Amount ” shall mean $30,000,000 subject to adjustment in accordance with Section 2.05; provided that , the Company shall not effect any sales under this Agreement and the Investor shall not have the obligation to purchase shares of Common Stock under this Agreement to the extent that after giving effect to such purchase and sale the aggregate number of shares of Common Stock issued under this Agreement would exceed 9,016,869 shares of Common Stock (which is less than 20% of the 45,084,354 outstanding shares of Common Stock as of September 16, 2009) except that such limitation shall not apply in the event that the Company (i) obtains the approval of its stockholders as required by the applicable rules of the Principal Market for the Common Stock for issuances of Common Stock in excess of such amount or (ii) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the Investor.

Section 1.23    “ Commitment Increase Date ” shall have the meaning set forth in Section 2.05.

Section 1.24    “ Commitment Period ” shall mean the period commencing on the Effective Date, and expiring upon the termination of this Agreement in accordance with Section 10.02.

Section 1.25    “ Common Stock ” shall have the meaning set forth in the recitals of this Agreement.

Section 1.26    “ Company Periodic Report Date ” shall have the meaning set forth in Section 6.13.

Section 1.27    “ Condition Satisfaction Date ” shall have the meaning set forth in Section 7.01.

Section 1.29    “ Daily Maximum Advance Amount ” for each Advance Pricing Date, the lesser of (i) $1,000,000 or (ii) 20% of the average of the Daily Value Traded for each of the 10 Trading Days immediately preceding the relevant Advance Pricing Date.

Section 1.30    “ Daily Share Allocation ” shall have the meaning set forth in Section 2.03(c)(i).

Section 1.31    “ Daily Value Traded ” shall mean the product obtained by multiplying the daily trading volume for such day by the VWAP for such day.

Section 1.32    “ Damages ” shall mean any loss, claim, damage, liability, cost and expense (including, without limitation, reasonable attorney’s fees and disbursements and costs and expenses of expert witnesses and investigation).

Section 1.33    “ Delayed Big Advance Funding Date ” shall have the meaning set forth in Section 2.01(a).

Section 1.35    “ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

Section 1.38    “ Market Price ” shall mean with respect to an Advance, the VWAP of the Common Stock on the Advance Pricing Date and with respect to a Big Advance, the VWAP of the Common Stock on each Trading Day during the Big Advance Pricing Period.

Section 1.39    “ Material Adverse Change ” means a material adverse change to the business, properties, operations or financial condition of the Company and its subsidiaries taken as a whole.

Section 1.40    “ Material Adverse Effect ” shall mean any condition, circumstance, or situation that could reasonably be expected to result in (i) a material adverse effect on the legality, validity or enforceability of this Agreement or the transactions contemplated herein, (ii) a material adverse effect on the results of operations, assets, business or condition (financial or otherwise) of the Company, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under this Agreement.

Section 1.41    “ Net Advance Amount ” shall mean the amount of an Advance or Big Advance (in each case as reduced, if necessary, pursuant to Section 2.01(d) or Section 2.01(e)) less the Commission or Big Advance Commission, as applicable.

Section 1.42    “ Ownership Limitation ” shall have the meaning set forth in Section 2.01(b).

Section 1.43    “ Person ” shall mean an individual, a corporation, a partnership, an association, a trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

Section 1.46    “ Prospectus ” shall mean the Base Prospectus, as supplemented by any Prospectus Supplement.

Section 1.47    “ Prospectus Supplement ” shall mean any prospectus supplement to the Base Prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act, including, without limitation, the Prospectus Supplement required pursuant to Section 6.04 hereof.

Section 1.48    “ Purchase Price ” shall mean the price per share obtained by multiplying the Market Price by 98.25%.

Section 1.49    “ Registration Limitation ” shall have the meaning set forth in Section 2.01(b).

Section 1.50    “ Registration Statement ” shall mean the Company’s shelf-registration statement filed by the Company with the SEC under the Securities Act on Form S-3 (Registration Number 333-1555411), with respect to Common Stock, preferred shares, depositary shares, warrants, stock purchase contracts and units to be offered and sold by the Company, as such Registration Statement may be amended and supplemented from time to time and including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act.

Section 1.51    “ Registration Statement Amendment Date ” shall have the meaning set forth in Section 6.13.

Section 1.52    “ Repayment Amount ” shall mean a portion of the Big Advance Amount equal to the difference between (i) the Big Advance Amount and (ii) the sum of the Allotted Amounts for each Big Advance Settlement Date prior to the Big Advance Repayment Notice Date.

Section 1.55    “ Securities Act ” shall have the meaning set forth in the recitals of this Agreement.

Section 1.56    “ Settlement Document ” shall have the meaning set forth in Section 2.02(a).

Section 1.57    “ Shares ” shall mean the shares of Common Stock, if any, issued hereunder pursuant to Advances.

Section 1.58    “ Trading Day ” shall mean any day during which the Principal Market shall be open for business.

Section 1.59    “ Up Front Big Advance Funding Date ” shall have the meaning set forth in Section 2.01(a).

Section 1.60    “ VWAP ” shall mean for any date, the daily volume-weighted average price of the Common Stock for such date on the Principal Market as reported by Bloomberg, LP (based on a Trading Day from 9:30 a.m. (New York City time) to 4:00 p.m. (New York City time)).

Article II

Advances

Section 2.01     Advances; Mechanics . On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein, the Company, at its sole and exclusive option, may, from time to time, issue and sell to the Investor, and the Investor shall purchase from the Company, shares of Common Stock on the following terms:

Section 2.02     Advance Settlements . The settlement of each Advance that is not a Big Advance shall take place on the Advance Settlement Date in accordance with the following procedures:

Section 2.03     Big Advance Settlements . The settlement of each Big Advance shall take place in accordance with the following procedures:

Section 2.04     Hardship . If the Company defaults in its obligations to deliver the Shares (which in all cases shall be freely tradeable, registered shares in good deliverable form) on the Advance Settlement Date or any Big Advance Settlement Date the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 5.01 hereto and in addition to any other remedy to which the Investor is entitled at law or in equity, including, without limitation, specific performance, it will hold the Investor harmless against any loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company and acknowledges that irreparable damage would occur in the event of any such default. It is accordingly agreed that Investor shall be entitled to an injunction or injunctions to prevent such breaches of this Agreement and to specifically enforce, without the posting of a bond or other security, the terms and provisions of this Agreement.

Section 2.05     Increase in Commitment Amount . At any time prior to March 21, 2010 (the “ Commitment Increase Date ”) the Company may notify the Investor in writing that it wishes to increase the Commitment Amount to $45,000,000 effective upon the Commitment Increase Date and the Commitment Amount shall automatically be deemed increased.

Article III

Representations, Warranties, and Covenants of Investor

Investor hereby represents and warrants to, and covenants and agrees with, the Company that the following are true and correct as of the date hereof and will remain true and correct throughout the Commitment Period:

Section 3.01     Organization and Authorization . The Investor is duly organized and validly existing and in good standing under the laws of the Cayman Islands and has all requisite power and authority to purchase, hold and sell the Shares. The decision to invest and the execution and delivery of this Agreement by such Investor, the performance by such Investor of its obligations hereunder and the consummation by such Investor of the transactions contemplated hereby have been duly authorized and requires no other proceedings or actions on the part of the Investor. The undersigned has the right, power and authority to execute and deliver this Agreement and all other instruments on behalf of the Investor. This Agreement has been duly executed and delivered by the Investor and, assuming the execution and delivery hereof and acceptance thereof by the Company, will constitute the legal, valid and binding obligations of the Investor, enforceable against the Investor in accordance with its terms.

Section 3.02     Evaluation of Risks . The Investor has such knowledge and experience in financial, tax and business matters as to be capable of evaluating the merits and risks of, and bearing the economic risks entailed by, an investment in the Company and of protecting its interests in connection with this transaction. It recognizes that its investment in the Company involves a high degree of risk.

Section 3.03     No Legal Advice From the Company . The Investor acknowledges that it had the opportunity to review this Agreement and the transactions contemplated by this Agreement with its own legal counsel and investment and tax advisors. The Investor is relying solely on such counsel and advisors and not on any statements or representations of the Company or any of the Company’s representatives or agents for legal, tax or investment advice with respect to this investment, the transactions contemplated by this Agreement or the securities laws of any jurisdiction.

Section 3.04     Not an Affiliate . The Investor is not an officer, director or a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Company or any “ Affiliate ” of the Company (as that term is defined in Rule 405 of the Securities Act).

Section 3.05     Short Position . Neither the Investor nor any affiliate of the Investor has an open short position in the Common Stock of the Company.

Section 3.06     Trading Activities . The Investor agrees that it shall not, and that it will cause its affiliates not to (a) engage in any short sales with respect to the Common Stock or (b) beneficially own or purchase during the Commitment Period any shares of Common Stock except for Common Stock purchased in connection with this Agreement; provided that the Company acknowledges and agrees that upon receipt of an Advance Notice the Investor has the right to sell the Shares to be purchased by the Investor pursuant to such Advance Notice prior to taking possession of such Shares.

Section 3.07     Standstill Agreement . The Investor agrees that for a period of one year from the expiration of the Commitment Period, it will not, provided the Company has delivered to the Investor all Shares and/or cash relating to prior Advances (including any Big Advances) and unless (x) specifically consented to in advance in writing by the Board or (y) required in order to fulfill its obligations to purchase and sell the Shares as set forth in Article II of this Agreement, directly or indirectly, in any manner:

Article IV

Representations and Warranties of the Company

Except as stated below, on the disclosure schedules attached hereto or in the SEC Documents (as defined herein), the Company hereby represents and warrants to the Investor that the following are true and correct as of the date hereof:

Section 4.02     No Misstatement or Omission . Each part of the Registration Statement, when such part became or becomes effective, and the Prospectus, on the date of filing thereof with the SEC and at each Advance Pricing Date, Advance Settlement Date, Big Advance Settlement Date and Big Advance Repayment Date, conformed or will conform in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder; each part of the Registration Statement, when such part became or becomes effective, did not or will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus, on the date of filing thereof with the SEC and at each Advance Pricing Date, Advance Settlement Date, Big Advance Settlement Date and Big Advance Repayment Date did not or will not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements or omissions in any such document made in reliance on information furnished in writing to the Company by the Investor expressly stating that such information is intended for use in the Registration Statement, the Prospectus, or any amendment or supplement thereto.

Section 4.03     SEC Documents; Financial Statements . The Common Stock is registered pursuant to Section 12(b) of the Exchange Act and the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the Exchange Act (all of the foregoing filed within the two years preceding the date hereof or 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, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the 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 in accordance with generally accepted accounting principles, 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 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 and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Section 4.04     Organization and Qualification . The Company is duly incorporated and validly existing and in good standing under the laws of the state of Maryland and has all requisite corporate power to own its properties and to carry on its business as now being conducted. Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect.

Section 4.05     Authorization, Enforcement, Compliance with Other Instruments . (a) The Company has the requisite corporate power and authority to enter into and perform this Agreement and any related agreements, in accordance with the terms hereof and thereof, (b) the execution and delivery of this Agreement and any related agreements by the Company and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by the Board and no further consent or authorization is required by the Company, its Boa