Simon Property Group Acquisition Holdings, Inc. Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 23rd, 2021 • Simon Property Group Acquisition Holdings, Inc. • Blank checks • Delaware

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of February 18, 2021 by and between Simon Property Group Acquisition Holdings, Inc. a Delaware corporation (the “Company”), and Eli Simon (“Indemnitee”).

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • February 23rd, 2021 • Simon Property Group Acquisition Holdings, Inc. • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 18, 2021 by and between Simon Property Group Acquisition Holdings, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

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Simon Property Group Acquisition Holdings, Inc. Indianapolis, Indiana 46204
Securities Subscription Agreement • January 29th, 2021 • Simon Property Group Acquisition Holdings, Inc. • Blank checks • New York

We are pleased to accept the offer SPG Sponsor, LLC (the “Subscriber” or “you”) has made to purchase 8,625,000 shares of Class B common stock (the “Shares”), $.0001 par value per share (the “Class B Common Stock” together with all other classes of Company (as defined below) common stock, the “Common Stock”), up to 1,125,000 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Simon Property Group Acquisition Holdings, Inc., a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:

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FORM OF REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 8th, 2021 • Simon Property Group Acquisition Holdings, Inc. • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February [ ], 2021, is made and entered into by and among Simon Property Group Acquisition Holdings, Inc., a Delaware corporation (the “Company”), SPG Sponsor, LLC, a Delaware Limited Liability Company (the “Sponsor”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

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FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • February 8th, 2021 • Simon Property Group Acquisition Holdings, Inc. • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [_], 2021 by and between Simon Property Group Acquisition Holdings, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 23rd, 2021 • Simon Property Group Acquisition Holdings, Inc. • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 18, 2021, is made and entered into by and among Simon Property Group Acquisition Holdings, Inc., a Delaware corporation (the “Company”), SPG Sponsor, LLC, a Delaware Limited Liability Company (the “Sponsor”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

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Simon Property Group Acquisition Holdings, Inc. 30,000,000 Units Underwriting Agreement
Underwriting Agreement • February 23rd, 2021 • Simon Property Group Acquisition Holdings, Inc. • Blank checks • New York

Simon Property Group Acquisition Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to Goldman Sachs & Co. LLC (the “Underwriter” or “you”) an aggregate of 30,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriter, up to 4,500,000 additional units, if any (the “Optional Units,” the Optional Units, together with the Firm Units, that the Underwriter elects to purchase pursuant to Section 2 hereof being collectively called the “Units”).

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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
Warrant Purchase Agreement • February 23rd, 2021 • Simon Property Group Acquisition Holdings, Inc. • Blank checks • New York

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 18, 2021 (this “Agreement”), is entered into by and between Simon Property Group Acquisition Holdings, Inc., a Delaware corporation (the “Company”), and SPG Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).

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WARRANT AGREEMENT
Warrant Agreement • February 23rd, 2021 • Simon Property Group Acquisition Holdings, Inc. • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 18, 2021 is by and between Simon Property Group Acquisition Holdings, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).

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SIMON PROPERTY GROUP ACQUISITION HOLDINGS, INC. Indianapolis, IN 46204
Administrative Services Agreement • February 23rd, 2021 • Simon Property Group Acquisition Holdings, Inc. • Blank checks • New York

This letter agreement by and between Simon Property Group Acquisition Holdings, Inc., a Delaware corporation (the “Company”), and Simon Property Group Administrative Services Partnership, L.P., a Delaware limited liability company (the “Services Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date that securities of the Company are first listed in connection with the Company’s initial public offering (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Company’s Registration Statement on Form S-1 (File No. 333-252586) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):

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Simon Property Group Acquisition Holdings, Inc. Indianapolis, IN 46204 Re: Initial Public Offering Ladies and Gentlemen:
Underwriting Agreement • February 8th, 2021 • Simon Property Group Acquisition Holdings, Inc. • Blank checks

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and Simon Property Group Acquisition Holdings, Inc., a Delaware corporation (the “Company”), and Goldman Sachs & Co. LLC as the underwriter named therein (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover the Underwriter’s option to purchase additional units, if any) (the “Units”), each comprised of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-fifth of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment, as described in the Prospectus (as defined

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Simon Property Group Acquisition Holdings, Inc. Indianapolis, IN 46204 Re: Initial Public Offering Ladies and Gentlemen:
Underwriting Agreement • February 23rd, 2021 • Simon Property Group Acquisition Holdings, Inc. • Blank checks

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and Simon Property Group Acquisition Holdings, Inc., a Delaware corporation (the “Company”), and Goldman Sachs & Co. LLC as the underwriter named therein (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover the Underwriter’s option to purchase additional units, if any) (the “Units”), each comprised of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-fifth of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment, as described in the Prospectus (as defined

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