0000905148-15-000965 Sample Contracts

First Amendment to the Amended and Restated Agreement of Limited Partnership of Rouse Properties, LP Establishing Series A Preferred Units of the Partnership
Rouse Properties, Inc. • November 13th, 2015 • Real estate • Delaware

This Amendment is made as of November 12, 2015 by Rouse GP, LLC, a Delaware limited liability company, as general partner (the "General Partner") of Rouse Properties, LP, a Delaware limited partnership (the "Partnership"), and as attorney-in-fact for the Persons named on Exhibit A to the Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of January 8, 2015 (the "Partnership Agreement"), for the purpose of amending the Partnership Agreement. Capitalized terms used herein and not defined shall have the meanings given to them in the Partnership Agreement.

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TAX PROTECTION AGREEMENT
Tax Protection Agreement • November 13th, 2015 • Rouse Properties, Inc. • Real estate • New York

This TAX PROTECTION AGREEMENT (this "Agreement") is dated as of November 12, 2015 by and among Rouse Properties LP, a Delaware limited partnership ("OP"), Rouse Properties, Inc., a Delaware corporation ("Rouse," and together with OP, "Indemnitors"), and Plaza Camino Real, a California limited partnership ("PCR").

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 13th, 2015 • Rouse Properties, Inc. • Real estate • New York

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of November 12, 2015 by and among, Rouse Properties, Inc., a Delaware corporation (the "Company") and Plaza Camino Real, a California limited partnership (the "Holder").

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