AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 12th, 2010 • Pershing Square Capital Management, L.P. • Real estate investment trusts • New York
AMENDMENT NO. 1 (this “Amendment”), dated as of May 3, 2010, to the Stock Purchase Agreement, dated as of March 31, 2010 (the “Agreement”), by and between General Growth Properties, Inc., a Delaware corporation (“GGP”), and Pershing Square Capital Management, L.P. (“PSCM”), on behalf of Pershing Square, L.P., a Delaware limited partnership, Pershing Square II, L.P., a Delaware limited partnership, Pershing Square International, Ltd. a Cayman Islands exempted company and Pershing Square International V, Ltd., a Cayman Islands exempted company, (each, except PSCM, together with its permitted nominees and assigns, a “Purchaser”). All capitalized terms used in this Amendment which are not herein defined shall have the same meanings ascribed to them in the Agreement (as defined herein).
WAIVER AGREEMENTWaiver Agreement • May 12th, 2010 • Pershing Square Capital Management, L.P. • Real estate investment trusts • New York
WAIVER AGREEMENT (this “Waiver Agreement”), dated as of May 7, 2010, by and between General Growth Properties, Inc., a Delaware corporation (“GGP”), and Pershing Square Capital Management, L.P. (“PSCM”), for itself and on behalf of Pershing Square, L.P., a Delaware limited partnership, Pershing Square II, L.P., a Delaware limited partnership, Pershing Square International, Ltd. a Cayman Islands exempted company and Pershing Square International V, Ltd., a Cayman Islands exempted company (each, except PSCM, together with its permitted nominees and assigns, a “Purchaser”). All capitalized terms used in this Waiver Agreement which are not herein defined shall have the same meanings ascribed to them in the Agreement (as defined herein).
AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 12th, 2010 • Pershing Square Capital Management, L.P. • Real estate investment trusts • New York
WARRANT AND REGISTRATION RIGHTS AGREEMENT, dated as of May 10, 2010 (together with the Warrants, this “Agreement”), by and between General Growth Properties, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company (together with its successors and assigns, the “Warrant Agent”).
