AMENDED AND RESTATED WARRANT AGREEMENT BETWEEN GENERAL GROWTH PROPERTIES, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as WARRANT AGENT Effective as of October 28, 2013Warrant Agreement • November 6th, 2013 • General Growth Properties, Inc. • Real estate investment trusts • New York
WHEREAS, the Company is issuing and delivering warrant certificates (the “Warrant Certificates”) evidencing Warrants to purchase up to an aggregate of 120,000,000 shares of its Common Stock, subject to adjustment, including (a) Series A-1 Warrants to purchase 57,500,000 shares of its Common Stock, subject to adjustment, in connection with that certain Amended and Restated Cornerstone Investment Agreement, effective as of March 31, 2010, by and between Brookfield Retail Holdings (formerly known as REP Investments LLC) and the Company (as amended from time to time, the “Investment Agreement”), (b) Series A-2 Warrants to purchase 41,071,429 shares of its Common Stock, subject to adjustment, in connection with that certain Amended and Restated Stock Purchase Agreement, effective as of March 31, 2010, by and between each of The Fairholme Fund and The Fairholme Focused Income Fund (each a “Fairholme Purchaser”, and collectively, the “Fairholme Purchasers”) and the Company (as amended from ti
FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GGP LIMITED PARTNERSHIPGeneral Growth Properties, Inc. • November 6th, 2013 • Real estate investment trusts
WHEREAS, GGP Limited Partnership (the “Partnership”), a Delaware limited partnership, exists pursuant to that certain Third Amended and Restated Agreement of Limited Partnership, dated as of November 9, 2010, as amended (the “Partnership Agreement”), and the Delaware Revised Uniform Limited Partnership Act;
SECOND AMENDMENT TO RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • November 6th, 2013 • General Growth Properties, Inc. • Real estate investment trusts
THIS SECOND AMENDMENT (the “Second Amendment”) is entered into as of this first day of November, 2013 (“Effective Date”) by and between General Growth Properties, Inc., a Delaware corporation (the “Company”), and Sandeep Mathrani (the “Participant”).
