THE HOWARD HUGHES CORPORATION FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 29th, 2010 • Howard Hughes Corp • Real estate investment trusts • New York
THIS REGISTRATION RIGHTS AGREEMENT, dated as of [·], 2010 (this “Agreement”), by and between the purchasers listed on Schedule I hereto (the “Purchasers”) and The Howard Hughes Corporation, a Delaware corporation (the “Company”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 29th, 2010 • Howard Hughes Corp • Real estate investment trusts • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made as of the [·] day of [ ], 2010 by and between The Howard Hughes Corporation, a Delaware corporation (the “Company”), and [·] (the “Indemnitee”).
TAX MATTERS AGREEMENT by and between General Growth Properties, Inc. and The Howard Hughes Corporation Dated as of []Tax Matters Agreement • October 29th, 2010 • Howard Hughes Corp • Real estate investment trusts
THIS TAX MATTERS AGREEMENT (this “Agreement”), dated as of [], is by and between General Growth Properties, Inc., a Delaware corporation (“GGP”) and The Howard Hughes Corporation, a Delaware corporation (“Spinco”). Each of GGP and Spinco is sometimes referred to herein as a “Party” and, collectively, as the “Parties.”
REGISTRATION RIGHTS AGREEMENT among THE HOWARD HUGHES CORPORATION and EACH OF THE HOLDERS PARTY HERETO Dated as of , 2010Registration Rights Agreement • October 29th, 2010 • Howard Hughes Corp • Real estate investment trusts • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of [ ], 2010 (this “Agreement”), is entered into among THE HOWARD HUGHES CORPORATION, a Delaware corporation (the “Company”), and the Holders. Capitalized terms not otherwise defined herein have the meanings set forth in Section 1.
WARRANT AGREEMENT BETWEEN THE HOWARD HUGHES CORPORATION AND MELLON INVESTOR SERVICES LLC, as WARRANT AGENT Dated as of November [ ], 2010Warrant Agreement • October 29th, 2010 • Howard Hughes Corp • Real estate investment trusts • New York
WHEREAS, the Company is issuing and delivering warrant certificates (the “Warrant Certificates”) evidencing Warrants to purchase up to an aggregate of 8,000,000 shares of its Common Stock, subject to adjustment, including (a) Series A-1 Warrants to purchase 3,833,333 shares of its Common Stock, subject to adjustment, in connection with that certain Amended and Restated Cornerstone Investment Agreement, effective as of March 31, 2010, by and between REP Investments LLC and General Growth Properties, Inc. (“GGP”) (as amended from time to time, the “Investment Agreement”), (b) Series A-2 Warrants to purchase 1,916,667 shares of its Common Stock, subject to adjustment, in connection with that certain Amended and Restated Stock Purchase Agreement, effective as of March 31, 2010, by and between each of The Fairholme Fund and The Fairholme Focused Income Fund (each a “Fairholme Purchaser”, and collectively, the “Fairholme Purchasers”) and GGP (as amended from time to time, the “Fairholme Stoc
THE HOWARD HUGHES CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • October 29th, 2010 • Howard Hughes Corp • Real estate investment trusts • Delaware
THIS AGREEMENT (the “Agreement”) is made and entered into as of [·], 2010 (the “Grant Date”) by and between The Howard Hughes Corporation, a Delaware corporation (the “Company”) and [·] (the “Employee”).
THE HOWARD HUGHES CORPORATION [Effective Date], 2010Stock Purchase Agreement • October 29th, 2010 • Howard Hughes Corp • Real estate investment trusts • New York
Reference is made to the Amended and Restated Stock Purchase Agreement (the “Stock Purchase Agreement”), effective as of March 31, 2010, as amended, between General Growth Properties, Inc. and The Fairholme Fund and Fairholme Focused Income Fund (each, together with its permitted nominees and assigns, a “Purchaser”). Capitalized terms used but not otherwise defined in this letter agreement (this “Agreement”) shall have the meanings attributed to such terms in the Stock Purchase Agreement as in effect on the date hereof.
THE HOWARD HUGHES CORPORATION [Effective Date], 2010Stock Purchase Agreement • October 29th, 2010 • Howard Hughes Corp • Real estate investment trusts • New York
Reference is made to the Amended and Restated Stock Purchase Agreement (the “Stock Purchase Agreement”), effective as of March 31, 2010, as amended, between General Growth Properties, Inc. and Pershing Square Capital Management, L.P. (“PSCM”), on behalf of Pershing Square, L.P., Pershing Square II, L.P., Pershing Square International, Ltd. and Pershing Square International V, Ltd. (each, except PSCM, together with its permitted nominees and assigns, a “Purchaser”). Capitalized terms used but not otherwise defined in this letter agreement (this “Agreement”) shall have the meanings attributed to such terms in the Stock Purchase Agreement as in effect on the date hereof.
THE HOWARD HUGHES CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • October 29th, 2010 • Howard Hughes Corp • Real estate investment trusts • Delaware
THIS AGREEMENT (the “Agreement”) is made and entered into as of [·], 2010 by and between The Howard Hughes Corporation, a Delaware corporation (the “Company”), and [·] (the “Director”).
THE HOWARD HUGHES CORPORATION [Effective Date], 2010Cornerstone Investment Agreement • October 29th, 2010 • Howard Hughes Corp • Real estate investment trusts • New York
Reference is made to the Amended and Restated Cornerstone Investment Agreement (the “Cornerstone Agreement”), effective as of March 31, 2010, as amended, between General Growth Properties, Inc. and REP Investments LLC (“Purchaser”), an affiliate of Brookfield Asset Management Inc. Capitalized terms used but not otherwise defined in this letter agreement (this “Agreement”) shall have the meanings attributed to such terms in the Cornerstone Agreement as in effect on the date hereof.
