AGREEMENT AND PLAN OF MERGER by and among BSREP II RETAIL POOLING LLC, BSREP II RETAIL HOLDINGS CORP., ROUSE PROPERTIES, INC. and THE GUARANTORS (AS DEFINED HEREIN) (each solely for purposes of Section 9.14 and the other provisions of Article IX)...Merger Agreement • February 26th, 2016 • Brookfield Asset Management Inc. • Operators of nonresidential buildings • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 25, 2016, by and among BSREP II Retail Pooling LLC, a Delaware limited liability company (“Parent”), BSREP II Retail Holdings Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”), Rouse Properties, Inc., a Delaware corporation (the “Company”),and, solely for purposes of Section 9.14 and the other provisions of Article IX, Brookfield Strategic Real Estate Partners II-A L.P., a Delaware limited partnership, Brookfield Strategic Real Estate Partners II-A (ER) L.P., a Delaware limited partnership, Brookfield Strategic Real Estate Partners II-B L.P., a Delaware limited partnership, Brookfield Strategic Real Estate Partners II-C L.P., a Delaware limited partnership, Brookfield Strategic Real Estate Partners II-C (ER) L.P., a Delaware limited partnership, and Brookfield Strategic Real Estate Partners BPY Borrower L.P., a Delaware limited partnership (collectively,
February 25, 2016Merger Agreement • February 26th, 2016 • Brookfield Asset Management Inc. • Operators of nonresidential buildings • Delaware
Reference is hereby made to the Agreement and Plan of Merger by and among BSREP II Retail Pooling LLC, BSREP II Retail Holdings Corp., Rouse Properties, Inc. (the “Company”) and the Guarantors listed therein, each solely for the purposes of Section 9.14 and the other provisions of Article IX of the Merger Agreement, dated as of the date hereof (the “Merger Agreement”). As a condition to the willingness of the Company to enter into the Merger Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, BAM and the Company hereby agree to the provisions set forth in this letter agreement.
series I preferred stock EXCHANGE AGREEMENTSeries I Preferred Stock Exchange Agreement • February 26th, 2016 • Brookfield Asset Management Inc. • Operators of nonresidential buildings
This SERIES I PREFERRED STOCK EXCHANGE AGREEMENT (this “Agreement”) is entered into as of February 25, 2016, by and among Rouse Properties, Inc., a Delaware corporation (the “Company”), and the parties listed on Exhibit A hereto (each, a “Stockholder” and collectively, the “Stockholders”). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Merger Agreement (as defined below).
VOTING AGREEMENTVoting Agreement • February 26th, 2016 • Brookfield Asset Management Inc. • Operators of nonresidential buildings
This VOTING AGREEMENT (this “Agreement”), is entered into as of February 25, 2016, by and among Rouse Properties, Inc., a Delaware corporation (the “Company”), and the Stockholders set forth on Exhibit A hereto (each, a “Stockholder” and collectively, the “Stockholders”). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Merger Agreement (as defined below).
