FIRST AMENDMENT TO ACQUISITION AGREEMENT

THIS FIRST AMENDMENT TO ACQUISITION AGREEMENT (this “Amendment”) is made and entered into as of this 21^st day of December, 2011, by and among DAVIS STREET LAND COMPANY OF TENNESSEE, L.L.C., a Delaware limited liability company, as Trustee of The Green Hills Mall Trust, a Tennessee common law trust (“GHM I”), DAVIS STREET LAND COMPANY OF TENNESSEE II, L.L.C., a Delaware limited liability company, as Trustee of GH II Trust, a Tennessee common law trust (“GHM II”, and together with GHM I, “GHM”), GARDENS SPE II, LLC, a Delaware limited liability company (“GSPE”), EL PASEO LAND COMPANY, L.L.C., a Delaware limited liability company (“EPLC,” and together with GHM and GSPE, each individually or collectively, “Seller”), and THE TAUBMAN REALTY GROUP LIMITED PARTNERSHIP, a Delaware limited partnership (“Buyer”).

A.Seller and Buyer previously entered into that certain Acquisition Agreement dated as of September 30, 2011;

B.As of the date hereof, Seller and Buyer have not obtained all of the Loan Assumption Approvals required under the First Mortgage Loan Documents governing the EPV First Mortgage Loan; and

C.Seller and Buyer have agreed to amend the Acquisition Agreement as set forth below in this Amendment in order to split the Closing such that the Closing with respect to the GHM Development and all of the Property pertaining thereto (collectively, the “GHM Assets”) and the GOEP Development and all of the Property pertaining thereto (collectively, the “GOEP Assets”) shall occur on the date hereof and the Closing with respect to the EPV Development and all of the Property pertaining thereto (collectively, the “EPV Assets”) shall occur upon the receipt of the

outstanding Loan Assumption Approvals required under the First Mortgage Loan Documents governing the EPV First Mortgage Loan.

NOW THEREFORE, in consideration of the foregoing, the mutual covenants and agreements contained herein, and intending to be legally bound, the parties hereby agree as follows:

1.Definitions. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Acquisition Agreement.

2.Split Closing. Notwithstanding anything in the Acquisition Agreement to the contrary, (a) the Closing with respect to the GHM Assets and the GOEP Assets (the “First Closing”) shall occur on the date hereof, which date shall be the Closing Date with respect to such Closing, and (b) the Closing with respect to the EPV Assets (the “Second Closing”) shall occur on the date upon which such Closing is scheduled to occur as set forth in a written agreement between Seller and Buyer, failing which it shall be the date that is the earlier of (i) the third Business Day after the waiver (pursuant to Section 6.3 of the Acquisition Agreement) or satisfaction of the conditions to Closing set forth in Section 6.1.12 and Section 6.2.4 of the Acquisition Agreement with respect to the assumption of the EPV First Mortgage Loan by Buyer and (ii) the Outside Closing Date, or such later date to which the Closing Date may be extended pursuant to Sections 10.3, 12.4, 12.5, 14.1, 14.2 or 16.1 of the Acquisition Agreement, which date (the “Second Closing Date”) shall be the Closing Date for such Closing, provided, however, if the satisfaction or waiver of the conditions to Closing set forth in clause (i) above occurs prior to the Outside Closing Date but fewer than three Business Days prior to the Outside Closing Date, then the Second Closing shall nevertheless occur on the third Business Day after the date on which the conditions to Closing set forth in clause (i) above are satisfied. Except as otherwise provided herein, (a) the provisions of the Acquisition Agreement that are only effective on or after Closing shall be effective with respect to the GHM

Assets, the GOEP Assets, GHM and GSPE from and after the date hereof, but shall not be effective with respect to EPV Assets or EPLC unless and until the Second Closing occurs, and (b) the provisions of the Acquisition Agreement that are only effective prior to Closing shall not be effective with respect to the GHM Assets, the GOEP Assets, GHM or GSPE from and after the date hereof, but shall continue to be effective with respect to the EPV Assets and EPLC unless and until the Second Closing occurs. Prior to splitting the Closings, Seller and Buyer had signed certain of the closing documents in anticipation of a single Closing. At the First Closing, the Seller and Buyer have canceled all of EPLC's signatures on such documents, the intent being that EPLC, Buyer and any and all other parties thereto will execute and deliver replacement closing documents pursuant to the Acquisition Agreement in connection with the Second Closing.

3.Exchange Consideration. The Exchange Consideration shall continue to be allocated among the Developments as provided in Exhibit N to the Acquisition Agreement. The Exchange Consideration shall be given to Seller in the amount allocable to the GHM Assets and the GOEP Assets at the First Closing and in the amount allocable to the EPV Assets at the Second Closing. In connection with each Closing, the Exchange Consideration shall otherwise be designated and determined in accordance with and as provided in Section 3.1 of the Acquisition Agreement, except that if any Installment Notes are delivered in connection with the Second Closing pursuant to Section 3.1.1 of the Acquisition Agreement, then Buyer shall have no obligation to deliver Buyer Letters of Credit to secure the obligations of Buyer with respect to such Installment Notes.

4.Deposit; Seller Remedies. At the First Closing, the Deposit and all interest accrued on the Deposit shall be paid to Buyer. Section 16.2 of the Acquisition Agreement shall not be applicable to the Second Closing or Buyer's obligations under the Acquisition Agreement with respect to the EPV Assets and all matters related thereto. If Buyer fails or refuses to consummate the Second Closing on the Second Closing Date for any reason other than Seller's material default, failure of any condition to Buyer's obligation to close, or the exercise by Buyer of an express right

of termination granted in the Acquisition Agreement, then Seller shall be entitled to terminate the Acquisition Agreement with respect to the EPV Assets and all matters related thereto and Seller shall have all of its rights and remedies at law and in equity with respect to such breach by Buyer; provided, however, that the maximum aggregate Liability of Buyer with respect to any such breach of its obligation to consummate the Second Closing shall not exceed in the aggregate One Million Dollars ($1,000,000).

5.Seller Cash Escrow. In accordance with Section 15.2, Seller has elected to provide the Cash Escrow as opposed to the Seller Letter of Credit and Seller has provided the Cash Escrow in connection with the First Closing. In connection with the Second Closing, Seller shall have no obligation to provide the Seller Letter of Credit or the Cash Escrow, because the Cash Escrow provided by Seller in connection with the First Closing satisfied Seller's obligations under Section 15.2 with respect to the Cash Escrow and the Seller Letter of Credit for both Closings. Subject to the limitations set forth in the Acquisition Agreement, the full Cash Escrow shall be available as security for Seller's obligations under Section 15.1 of the Acquisition Agreement after the First Closing, notwithstanding the fact that the Second Closing has not occurred. For the avoidance of doubt, the terms of Section 15.2 and Section 15.4 of the Acquisition Agreement shall limit Seller's liability or Buyer's liability, as applicable, in the aggregate under the Agreement (and not Closing by Closing).

6.Representation Expiration Date. The Representation Expiration Date used for purposes of both Closings shall be 11:59pm ET on the date that is 365 days after the date hereof.

7.Certain Acknowledgements. Seller acknowledges that in connection with the First Closing, Buyer has provided the Buyer Letters of Credit in amounts that exceed the respective amounts of the Installment Notes that they secure. Buyer acknowledges that Seller has satisfied the condition to Closing in Section 6.1.2 of the Acquisition Agreement with respect to the EPV Development.

8.References. Any reference to the Acquisition Agreement in any documents or other

instruments delivered pursuant to the Acquisition Agreement or in connection therewith in connection with either or both of the Closings shall mean the Acquisition Agreement as amended hereby.

9.Ratification. The Acquisition Agreement, as amended hereby, is ratified and confirmed and remains in full force and effect.

10.Authority. Each party hereto represents and warrants that it has all requisite corporate power and authority to execute and deliver this Amendment and to perform its obligations hereunder; and the execution, delivery and performance of this Amendment has been duly authorized by all necessary limited liability company or partnership action, as applicable, on the part of such party.

11.GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK (BUT NOT INCLUDING THE CHOICE OF LAW RULES THEREOF).

12.Counterparts; Signatures. To facilitate execution, this Amendment may be executed in as many counterparts as may be required; and it shall not be necessary that the signature of, or on behalf of each party, or that the signatures of all persons required to bind any party, appear on each counterpart, but it shall be sufficient that the signature of or on behalf of each party, or the signatures of the persons required to bind any party, appear on one or more of such counterparts. All counterparts shall collectively constitute a single Amendment. Signatures to this Amendment transmitted by telecopy or email shall be valid and effective to bind the party so signing. Each party agrees to promptly deliver an execution original to this Amendment with its actual signature to the other party, but a failure to do so shall not affect the enforceability of this Amendment, it being expressly agreed that each party to this Amendment shall be bound by its own telecopied or emailed signature and shall accept the telecopied or emailed signature of the other party to this Amendment.

Seller and Buyer have executed this Amendment as of the day and year first above written.