0001047469-12-003575 Sample Contracts

ROUSE PROPERTIES, INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 29th, 2012 • Rouse Properties, Inc. • Real estate • New York

THIS REGISTRATION RIGHTS AGREEMENT, dated as of March 26, 2012 (this “Agreement”), by and among the entities listed on Schedule I hereto, as may be amended or updated from time to time in the sole discretion of the Standby Purchaser (collectively, the “Brookfield Holders”) and Rouse Properties, Inc., a Delaware corporation (the “Company”).

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Rouse Properties, Inc. 2012 Equity Incentive Plan RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • March 29th, 2012 • Rouse Properties, Inc. • Real estate • Delaware

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Award Agreement”) is made effective as of [·] (the “Date of Grant”), between Rouse Properties, Inc., a Delaware corporation (the “Company”) and [·] (the “Participant”).

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Rouse Properties, Inc. NONQUALIFIED STOCK OPTION AWARD AGREEMENT
Nonqualified Stock Option Award Agreement • March 29th, 2012 • Rouse Properties, Inc. • Real estate • Delaware

THIS NONQUALIFIED STOCK OPTION AWARD AGREEMENT (this “Award Agreement”) is made effective as of [·] (the “Date of Grant”), between Rouse Properties, Inc., a Delaware corporation (the “Company”) and [·] (the “Participant”).

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