0001047469-10-009200 Sample Contracts

STANDSTILL AGREEMENT
Standstill Agreement • November 4th, 2010 • Howard Hughes Corp • Real estate investment trusts • Delaware

This Standstill Agreement (this “Agreement”) is dated as of November , 2010 (the “Effective Date”), by and between The Howard Hughes Corporation, a Delaware corporation (the “Company”), and Pershing Square Capital Management, L.P., a Delaware limited partnership, Pershing Square, L.P., a Delaware limited partnership, Pershing Square II, L.P., a Delaware limited partnership, and PSRH, Inc., a Cayman Islands corporation (collectively, “Investor”).

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