Exhibit 10.1


 





SHARE
PURCHASE AGREEMENT


 


This SHARE PURCHASE AGREEMENT, dated as of
March 27, 2020 (this “Agreement”), is entered into by and between The Howard Hughes Corporation (“Seller”),
and Pershing Square Capital Management, L.P. (“PSCM”) on behalf of Pershing Square Holdings, Ltd., Pershing
Square International, Ltd., and Pershing Square, L.P. (each, except PSCM, together with its permitted nominees and assignees, a
 “Purchaser” and together the “Purchasers”).


 


WHEREAS, Seller desires to sell to the Purchasers,
and the Purchasers desire to purchase from Seller, shares of common stock (the “Shares”) of the Seller, par
value $0.01 per share (the “Common Stock”), subject to the terms and conditions set forth in this Agreement
(the “Transaction”);


 


WHEREAS, both Seller and each of the Purchasers
acknowledge that the Transaction shall be made in parallel with, and be, as a consequence of the conditions, representations and
warranties as set forth in this Agreement, inextricably linked to, a sale of Common Stock by the Seller by way of a registered,
public offering (the “Public Offering”);


 


NOW, THEREFORE, in consideration of the foregoing
premises, and of the representations, warranties, covenants and agreements set forth in this Agreement, Seller and each Purchaser,
intending to be legally bound, agree as follows:


 


1.            
Purchase(a) and Sale. On the terms and subject
to the conditions set forth in this Agreement, at the Closing (as defined below), Seller shall sell and transfer to the Purchasers,
and the Purchasers shall purchase from Seller, a number of shares of Common Stock (the “Purchased Shares”)
equal to 10,000,000. The price for each Purchased Share will be $50 (the “Per Share Purchase Price”), which
is the same as the public offering price per share contemplated by that certain underwriting agreement (the “Underwriting
Agreement”) dated the date hereof and entered into by and among Seller and each of the underwriters party thereto, attached
hereto as Annex A.


 


2.            
Closing. The closing of the Transaction (the “Closing”) shall be held at the offices of Sullivan
 & Cromwell LLP, 125 Broad Street, New York, NY 10004 at the time specified for the closing in the Underwriting Agreement,
subject to the satisfaction or waiver of the conditions set forth in Section 3 below (the date of which the Closing actually occurs
is referred to herein as the “Closing Date”). At the Closing: (a) Seller shall cause the Purchased Shares,
without any restrictive legends, to be delivered to the Purchasers to an account specified by PSCM to Seller in writing; and (b)
the Purchasers shall pay to Seller the aggregate Per Share Purchase Price for the Purchased Shares in immediately available funds
by wire transfer to an account specified by Seller in writing to PSCM.


 


3.            
Closing Conditions.  


 


(a)            The
obligation of Seller to sell the Purchased Shares to the Purchasers, and the obligation of the Purchasers to purchase and pay for
the Purchased Shares, on the Closing Date are subject to the consummation of the Public Offering in accordance with and as provided
by the Underwriting Agreement and without the waiver or amendment of any material term or condition set forth therein (it being
understood that any default by an underwriter shall be considered a waiver of a condition for purposes of this Agreement even if
another person is substituted for that underwriter pursuant to the Underwriting Agreement).


 


(b)            The
obligation of the Purchasers to purchase and pay for the Purchased Shares on the Closing Date is subject to the satisfaction
or waiver of the following additional conditions: (i) each representation and warranty made by Seller in Article 4(a) below
shall be true and correct on and as of the Closing Date as though made as of the Closing Date; (ii) the Purchasers shall have
received the documents required to be delivered by the Seller to the underwriters party to the Underwriting Agreement,
including, but not limited to, legal opinions, officers’ certificates, secretary’s certificates and certificates
of good standing; and such certificates and opinions shall be addressed to the Purchasers and shall cover the Purchased
Shares (other than with respect to the registered status of the securities); (iii) the Seller shall have provided an opinion
of counsel of Seller reasonably satisfactory to PSCM that: (a) the Transaction is exempt from registration under the
Securities Act of 1933, (b) the approval under Section 203 of the Delaware General Corporation Law of the Transaction has
been adopted and is in full force and effect and (c) based on Seller’s counsel’s discussions with the New York
Stock Exchange, Seller’s counsel is of the view that the New York Stock Exchange is not requiring a shareholder vote
approving the Transaction; and (iv) the Underwriting Agreement shall at all times be in full
force and effect up to and including Closing.


 






     


     


    

 


(c)            The obligation of Seller to sell the
Purchased Shares on the Closing Date is subject to the additional condition that each representation and warranty made by the Purchasers
in Article 4(b) below shall be true and correct on and as of the Closing Date as though made as of the Closing Date and all conditions
and required covenants under the Underwriting Agreement shall have been satisfied or performed prior to the Closing Date.


 


4.            
Representations and Warranties.


 


(a)          
Representations and Warranties of Seller. Seller represents and warrants to, and agrees
with, each Purchaser that: (i) Seller is duly organized, validly existing and in good standing under the laws of its jurisdiction
of organization; (ii) Seller has the requisite power and authority to enter into, execute and deliver this Agreement and
to perform its obligations under this Agreement and has taken all necessary action required for the due authorization, execution,
delivery and performance by it of this Agreement; (iii) this Agreement has been duly and validly executed and delivered by
Seller and, assuming due and valid execution and delivery by the Purchasers, constitutes its valid and binding obligation, enforceable
against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether
enforcement is sought in a proceeding at law or in equity (the “Bankruptcy Exception”)); (iv) at the Closing,
the Purchasers will acquire good and marketable title to the Purchased Shares, free and clear of all claims, liens, charges, pledges,
security interests or other encumbrances or adverse claims (other than restrictions on transfer under the federal securities laws);
(v)  the execution and delivery of this Agreement by the Seller and the consummation by Seller of the transactions contemplated
hereby do not require the consent, waiver, approval or authorization of or any filing with any shareholder or any person or public
authority and will not violate, result in a breach of or the acceleration of any obligation under or constitute a default under,
any provision of any organizational document of the Seller, any order, law, rule, regulation, judgment, ordinance or decree to
which Seller is subject or by which any of Seller’s property is bound, or any agreement or instrument to which Seller is
a party or by which any of the Seller’s property is bound; (vii) all representations and warranties made by Seller in the
Underwriting Agreement are true and correct and shall be treated, for the purposes of this Agreement, as though made and given
to the Purchasers as if they were underwriters and treating the Purchased Shares as if covered thereby; (viii) prior to the execution
of this Agreement, the board of directors of the Seller approved the Transaction and accordingly, the Transaction will not subject
the Purchasers and/or PSCM to the restrictions contained in Section 203 of the Delaware General Corporation Law; (ix) the board
of directors of the Seller has waived effectively and validly the applicability of Section 203 of the Delaware General Corporation
Law to the Purchasers such that the Purchasers may increase their collective position in our “voting stock” (as defined
in Section 203 of the Delaware General Corporation Law) up to 40% of the outstanding voting stock without being subject to Section
203’s restrictions on business combinations; (x) the board of directors of the Seller has pre-approved the Transaction and
all direct or indirect transactions related thereto between or among William A. Ackman or the Purchasers and/or Pershing Square
affiliates and the Company and the Transaction and such other transactions are exempt from Section 16(b) of the Securities Exchange
Act of 1934 by virtue of Rule 16b-3 thereunder; (xi) the copies of the emails between the Seller’s counsel and the
New York Stock Exchange provided to PSCM and its counsel accurately reflect the results of the discussions between Seller’s
counsel and the New York Stock Exchange regarding the absence of a need for the Transaction to be approved by the Seller’s
shareholders; and (xii) no waiver or amendment or supplement or other change to the Underwriting Agreement shall have occurred.


 


(b)           Representations
and Warranties of the Purchasers. Each Purchaser represents
and warrants to, and agrees with, Seller that: (i) it is duly organized, validly existing and in good standing under the
laws of its jurisdiction of organization; (ii) it has the requisite power and authority to enter into, execute and
deliver this Agreement and to perform its obligations under this Agreement and has taken all necessary action required for
the due authorization, execution, delivery and performance by it of this Agreement; (iii) this Agreement has been duly
and validly executed and delivered by it and, assuming due and valid execution and delivery by Seller, constitutes its valid
and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be
limited by the Bankruptcy Exception; (iv) it is an “accredited investor” within the meaning of Rule 501(a)
under the U.S. Securities Act of 1933, as amended;(v) it is acquiring the Purchased Shares for investment for its own
account for investment purposes, and not with a view to, or for sale in connection with, any distribution or other
dispositions (within the meaning of U.S. securities laws) thereof, has knowledge and experience in financial and business
matters such, that it is capable of evaluating the merits and risks of purchasing the Purchased Shares and will exercise
independent judgment in evaluating the transaction contemplated by this Agreement; and (vi) it will hold the Purchased Shares
in a segregated account for six months and will not sell, transfer or otherwise dispose of the Purchased Shares except as
permitted by federal securities laws.


 






     


     


    

 


5.            
Miscellaneous.


 


(a)          
Assignment. Neither this Agreement nor any of the rights, interests or obligations
under this Agreement may be assigned or delegated by either party hereto without the prior written consent of the other party,
except any Purchaser may assign its rights or delegate its obligations, in whole or in part, to any entity controlled by PSCM
and upon any such assignment or delegation such entity shall be deemed a Purchaser hereunder and the assigning or delegating Purchaser
shall be released from its obligations hereunder to the extent of such assignment or delegation.


 


(b)          
Governing Law. This Agreement shall be governed and construed in accordance with the
laws of the State of New York, without regard to any applicable conflicts of law principles.


 


(c)          
Interpretation; Headings. The parties hereto have participated jointly in negotiating
and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall
be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any
party by virtue of the authorship of any provision of this Agreement. The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of this Agreement.


 


(d)          
Entire Agreement. This Agreement (including the Annex hereto) constitutes the entire
agreement of the parties and supersedes all prior and contemporaneous agreements, arrangements or understandings, whether written
or oral, between the parties with respect to the subject matter of this Agreement.


 


(e)          
Severability. Whenever possible, each provision or portion of any provision of this
Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision or portion
of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or
rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement.


 


(f)           
Expenses. Each party hereto shall bear its own expenses incurred or to be incurred
in connection with the negotiation and execution of this Agreement and each other agreement, document and instrument contemplated
by this Agreement and the consummation of the transaction contemplated by this Agreement.


 


(g)          
Waivers and Amendments of this Agreement and the Underwriting Agreement.
This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms and conditions of this Agreement
may be waived, only by a written instrument signed by the parties hereto or, in the case of a waiver, by the party hereto waiving
compliance. 


 


(h)          
Investigations. The respective agreements, representations, warranties and other statements of the Seller and the
Purchasers, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain
in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of
the Purchasers or any controlling person of the Purchasers, or Seller, or any officer or director or controlling person of Seller,
and shall survive delivery of and payment for the Purchased Shares.


 


(i)             Counterparts.
This Agreement may be executed in any number of counterparts, all of which shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each of the parties and delivered to the other party (including
via email or other electronic transmission), it being understood that each party need not sign the same counterpart.


 


[Signature page follows]


 






     


     


    

 


IN WITNESS WHEREOF, this Agreement is executed
as of the date first written above.


 


	 	The
    Howard Hughes Corporation
	 	 
	 	By:	/s/
    David O'Reilly
	 	 	Name:  	David O'Reilly
	 	 	Title: 	Chief Financial Officer


 


	 	Pershing
    Square Capital Management, L.P.
	 	 
	 	On
    behalf of each of the Purchasers
	 	 
	 	By:
    PS Management GP, its general partner
	 	 
	 	By:	 /s/
    William A. Ackman
	 	 	Name:  	William
    A. Ackman
	 	 	Title:	Managing
    Member





 





[Signature Page to Share Purchase Agreement]





 






     


     


    

 


ANNEX A


 


Underwriting
agreement