Total Warrant Value. Value = W * Z = $499 SCHEDULE A ALLOCATIONS OF WARRANTS TO INITIAL INVESTORS Initial Investor Total Number and Series of Warrants to be Delivered to Initial Investor (on date of Warrant Agreement) Blackstone Purchaser 333,333 Series A-1 Warrants Brookfield Purchaser 3,833,333 Series A-1 Warrants Fairholme Purchasers 1,916,667 Series A-2 Warrants Pershing Square Purchasers 1,916,667 Series A-2 Warrants SCHEDULE B WARRANT AGENT COMPENSATION Service Description Fees Warrant Agent Initial Setup (one-time charge) $ 2,500.00 Annual Administration $ 3,500.00 Warrant Conversion Agent Set Up and Administrative Fee $ 5,000.00 Processing Accounts, each $ 50.00 Conversions requiring additional handling $ 15.00 (window items, deficient items, correspondence items, legal items, items not providing a taxpayer identification number, Transfer Requests, etc), additional each Requisitioning Funds, each requisition $ 25.00 Expiration $ 1,000.00 Special Services Additional Out of Pocket Expenses Additional Including Postage, Printing, Stationery, Overtime, Transportation, Microfilming, Imprinting, Mailing, etc.
Total Warrant Value. Value = W * Z = $499 SCHEDULE A ALLOCATIONS OF WARRANTS AND UNDERLYING SHARES TO INITIAL INVESTORS [TO COME] SCHEDULE B WARRANT AGENT COMPENSATION [TO COME] Exhibit M NON-CONTROL AGREEMENT (GGP Version) This Non-Control Agreement (this “Agreement”) is dated as of [·] 2010 (the “Effective Date”), by and between General Growth Properties, Inc., a Delaware corporation (the “Company”), [insert names of Pershing Square or Fairholme purchasers](1) (collectively, “Investor”).
Total Warrant Value. Value = W * Z = $499 SCHEDULE A ALLOCATIONS OF WARRANTS AND UNDERLYING SHARES TO INITIAL INVESTORS [TO COME] SCHEDULE B WARRANT AGENT COMPENSATION [TO COME] EXHIBIT K - FORM OF EQUITY COMMITMENT LETTER [BROOKFIELD ASSET MANAGEMENT INC. LETTERHEAD] March 31, 2010 REP Investments LLC c/o Brookfield Asset Management Inc. Xxxxxxxxxx Xxxxx, Xxxxx 000 181 Bay Street, X.X. Xxx 000 Xxxxxxx, Xxxxxxx X0X 0X0 Xxxxxx Equity Commitment Letter Ladies and Gentlemen: Reference is made to that certain Cornerstone Investment Agreement, dated as of the date hereof, by and between REP Investments LLC, a Delaware limited liability company (“Purchaser”), and General Growth Properties, Inc., a Delaware corporation (“GGP”), as the same may be amended from time to time (the “Investment Agreement”), pursuant to which Purchaser has agreed to, among other things: (i) purchase (the “GGP Share Purchase”) 250,000,000 shares of common stock of the Company on the terms and subject to the conditions set forth in the Investment Agreement and (ii) purchase up to 25,000,000 shares of common stock of GGO pursuant to the Backstop Commitment and GGO Minimum Allocation Right contemplated by Section 2.2 of the Investment Agreement (the transactions referred to in clauses (i) and (ii) being referred to herein as the “Transactions”). The proceeds of this Commitment, together with the (i) funds deposited in the Escrow Accounts (as defined in the Escrow Agreements) and/or (ii) amounts available to be drawn by Purchaser to fund the Purchase Price and the GGO Purchase Price under Acceptable LCs, shall be used by Purchaser to fund the Purchase Price and the GGO Purchase Price in accordance with, and subject to the conditions contained in the Investment Agreement. Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Investment Agreement and, for purposes of this letter agreement, the “Company” shall be deemed to refer, prior to consummation of the Plan, to GGP and, on and after consummation of the Plan, the Reorganized Company, as the context requires.
Total Warrant Value. Value = W * Z = $499 SCHEDULE A ALLOCATIONS OF WARRANTS AND UNDERLYING SHARES TO INITIAL INVESTORS [TO COME] SCHEDULE B WARRANT AGENT COMPENSATION [TO COME] EXHIBIT J — FORM OF REIT OPINION EXHIBIT M — FORM OF NON-CONTROL AGREEMENT EXHIBIT M NON-CONTROL AGREEMENT (GGP Version) This Non-Control Agreement (this “Agreement”) is dated as of [•] 2010 (the “Effective Date”), by and between General Growth Properties, Inc., a Delaware corporation (the “Company”), [insert names of Pershing Square or Fairholme purchasers]1 (collectively, “Investor”).
Total Warrant Value. Value = W * Z = $499 SCHEDULE A ALLOCATIONS OF WARRANTS TO INITIAL INVESTORS AND VESTING Vesting Schedule (Number of Warrants that vest on applicable date) Initial Investor Total Number of Warrants to be Delivered to Initial Investor (on date of Warrant Agreement) Date of Warrant Agreement July 12, 2010 Each day from and including July 13, 2010 through and including December 31, 2010 Brookfield Purchaser 60,000,000 24,000,000 12,000,152 139,534 Fairholme Purchasers 42,857,143 17,142,857 8,571,562 99,667 Pershing Square Purchasers 17,142,857 6,857,143 3,428,590 39,867
Total Warrant Value. Value = W * Z = $499 SCHEDULE A ALLOCATIONS OF WARRANTS TO INITIAL INVESTORS AND VESTING Vesting Schedule (Number of Warrants that vest on applicable date) Total Number of Warrants Each day from and to be Delivered to Initial including July 13, 2010 Investor (on date of Date of Warrant through and including Initial Investor Warrant Agreement) Agreement July 12, 2010 December 31, 2010 Brookfield Purchaser 60,000,000 24,000,000 12,000,152 139,534 Fairholme Purchasers 42,857,143 17,142,857 8,571,562 99,667 SCHEDULE B WARRANT AGENT COMPENSATION Service Description Fees Warrant Agent Initial Setup (one-time charge) $ 2,500.00 Annual Administration $ 3,500.00 Warrant Conversion Agent Set Up and Administrative Fee $ 5,000.00 Processing Accounts, each $ 50.00 Conversions requiring additional handling $ 15.00 (window items, deficient items, correspondence items, legal items, items not providing a taxpayer identification number, Transfer Requests, etc), additional each Requisitioning Funds, each requisition $ 25.00 Expiration $ 1,000.00 Special Services Additional Out of Pocket Expenses Additional Including Postage, Printing, Stationery, Overtime, Transportation, Microfilming, Imprinting, Mailing, etc. EXHIBIT J FORM OF REIT OPINION EXHIBIT M NON-CONTROL AGREEMENT (GGO VERSION) NON-CONTROL AGREEMENT (GGO Version) This Non-Control Agreement (this “Agreement”) is dated as of [•] 2010 (the “Effective Date”), by and between General Growth Opportunities, Inc., a Delaware corporation (the “Company”), [insert names of Pershing Square purchasers] (collectively, “Investor”).
