0001144204-12-014297 Sample Contracts

FORM OF PROMISSORY NOTE
Promissory Note • March 12th, 2012 • Brookfield Retail Holdings LLC • Real estate • New York
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Joint Filing Agreement
Joint Filing Agreement • March 12th, 2012 • Brookfield Retail Holdings LLC • Real estate

THIS JOINT FILING AGREEMENT is entered into as of March 12, 2012, by and among the parties hereto. The undersigned hereby agree that the Statement on Schedule 13D with respect to the common stock, par value $0.01 per share (the “Common Stock”), of Rouse Properties, Inc., a Delaware corporation, and any amendment thereafter signed by each of the undersigned shall be (unless otherwise determined by the undersigned) filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Form of Subscription Agreement
Subscription Agreement • March 12th, 2012 • Brookfield Retail Holdings LLC • Real estate • Maryland

This Subscription Agreement (this “Agreement”) is dated as of March 8, 2012, by and between [______], a Maryland corporation (the “Corporation”), and [____________], a [_______________] company (the “Subscriber”).

Form of Loan Agreement
Loan Agreement • March 12th, 2012 • Brookfield Retail Holdings LLC • Real estate • New York

This Loan Agreement (this “Agreement”) is dated as of March 8, 2012 by and between Brookfield Retail Holdings R 1 Inc., a Maryland corporation, having an office at c/o Brookfield Global Real Estate, Three World Financial Center, 200 Vesey Street, 11th Floor, New York, New York, 10281-1021, as borrower (the “Borrower”), and [_____________], a [_____________] company, having an address at c/o Brookfield Global Real Estate, Three World Financial Center, 200 Vesey Street, 11th Floor, New York, New York, 10281-1021, as lender (the “Lender”).

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