Howard Hughes Holdings Inc.

EX-99.1 · tm2616794d1_ex99-1.htm

EX-99.1
 4
 tm2616794d1_ex99-1.htm
 EXHIBIT 99.1

 Exhibit 99.1

 Howard Hughes Holdings Announces
Closing of Vantage Group Holdings Acquisition

 Vantage Acquisition Anchors
HHH’s Transformation into a Diversified Holding Company

 Vantage’s Diversified
Specialty Insurance Platform Delivers Lower Risk and Superior Return Potential

 Pershing Square to Manage
Vantage’s Investment Portfolio on a Fee-Free Basis

 THE WOODLANDS, Texas, June
4, 2026 (GLOBE NEWSWIRE) -- Howard Hughes Holdings Inc. (NYSE: HHH) (“Howard Hughes,” “HHH,” or the “Company”)
today announced the successful closing of the previously announced acquisition by Howard Hughes Insurance Holdings, LLC, a wholly-owned
subsidiary of HHH (“Buyer”), of Vantage Group Holdings Ltd. (“Vantage”), a leading specialty insurance and reinsurance
company backed by Carlyle and Hellman & Friedman, for approximately $2.1 billion (the “Transaction”). The completion of
the Transaction will anchor Howard Hughes’ transformation into a diversified holding company.

 Founded in 2020, Vantage has
scaled into a next-generation leading specialty insurer and reinsurer, offering a diversified portfolio of global P&C products supported
by modern infrastructure and advanced analytics.

 “Vantage will now become
the cornerstone of Howard Hughes’ transformation into a diversified holding company,” said Bill Ackman, Executive Chairman
of Howard Hughes. “The combination of Vantage’s exceptional specialty insurance and reinsurance platform with Pershing Square’s
investment capabilities creates a powerful foundation from which we will seek to build a large, highly profitable insurance company and
an enduring source of long-term value creation for Howard Hughes and its shareholders.”

 “The closing today is
the beginning of Vantage’s next chapter as part of Howard Hughes,” said Greg Hendrick, CEO of Vantage. “HHH’s
permanent capital and long-term horizon give us the foundation to invest in the business through cycles, with our team, underwriting discipline,
and commitment to brokers and clients unchanged. We’re proud of what we’ve built and ready to deliver greater value to brokers
and clients, and to HHH shareholders, over time.”

 “We are pleased to begin
this next phase in the evolution of Howard Hughes as we work to run a profitable insurance operation and manage Vantage’s assets
to generate highly attractive long-term rates of return,” said Ryan Israel, Chief Investment Officer of Howard Hughes Holdings.
 “We believe Vantage will generate high returns on equity for Howard Hughes shareholders for decades to come.”

 Strategic Benefits of the
Transaction:

 The addition of a higher-return,
faster-growing insurance operation accelerates HHH’s overall growth profile and increases and diversifies HHH’s sources of
long-term value.

 HHH’s holding-company
ownership of Vantage provides long-term capital support which will materially strengthen Vantage’s credit profile and underwriting
flexibility. An emphasis on underwriting profitability—driven by disciplined risk selection, pricing, and portfolio optimization
rather than growth—will improve Vantage’s ability to effectively navigate the insurance cycle and optimize asset allocation
over time.

 Pershing Square will manage
Vantage’s assets on a fee-free basis, enhancing investment returns and furthering alignment with policyholders and shareholders.
No additional investment management or advisory fees will be paid to Pershing Square in connection with its role as investment manager
of Vantage’s assets. Over time, Vantage’s investment portfolio will be directly invested in cash, short-term Treasurys, and
a portfolio of common stocks subject to rating agency and regulatory considerations.

 The Transaction was financed
through HHH’s cash on hand and $1 billion of non-voting exchangeable perpetual preferred stock issued by HHH to Pershing Square
Holdings, Ltd. (LN:PSH) (the “HHH Preferred”). The HHH Preferred will rank pari passu with common stock of HHH, including
with respect to payment rights and liquidation. During the repurchase window at the end of each of the first seven years following the
closing of the Transaction, HHH will have the right to repurchase the HHH Preferred for a cash repurchase price equal to the greater of
(a) the original issue price of the HHH Preferred plus 4% per annum (compounded daily) through the repurchase date or (b) 1.5 times
Buyer’s book value (excluding certain non-controlling interests and purchase-related intangibles and goodwill attributable to the
Transaction), multiplied by the corresponding ownership percentage of Buyer represented by such share of the HHH Preferred (on
an as exchanged basis). In the event any shares of HHH Preferred Stock remain outstanding after such seven year period, PSH may elect
to exchange the HHH Preferred into common units of Buyer and will be entitled to customary registration rights with respect to the common
units

 Advisors

 Jefferies LLC acted as exclusive
financial advisor to HHH, and Latham & Watkins LLP acted as legal counsel to HHH for the Transaction. Oliver Wyman acted as the Company’s
actuarial advisor. Jones Day acted as legal counsel to the committee of the Board for the equity financing.

 J.P. Morgan Securities LLC
acted as exclusive financial advisor to Vantage. Debevoise & Plimpton LLP acted as legal counsel to Carlyle and Hellman & Friedman.

 About Howard Hughes Holdings

 Howard Hughes Holdings Inc.
(HHH) is a holding company focused on growing long-term shareholder value. Through its real estate platform, Howard Hughes Communities,
HHH owns, manages, and develops commercial, residential, and mixed-use real estate throughout the U.S. Its award-winning assets include
the country’s preeminent portfolio of master planned communities, as well as operating properties and development opportunities
including The Woodlands®, Bridgeland® and The Woodlands Hills® in the Greater Houston, Texas area; Summerlin® in Las Vegas;
Teravalis™ in the Greater Phoenix, Arizona area; Ward Village® in Honolulu, Hawaii; and Merriweather District in Columbia, Maryland.
Howard Hughes Holdings Inc. is traded on the New York Stock Exchange as HHH. For additional information visit www.howardhughes.com.

 About Vantage Group Holdings

 Vantage Group Holdings Ltd.
(Vantage) was established in late 2020 as a re/insurance partner designed for the future. Driven by relentless curiosity, the Vantage
team of trusted experts provides a fresh perspective on clients’ risks and adds creativity to tech-enabled efficiency and robust
analytics to address risks others avoid. Vantage is a subsidiary of Howard Hughes Holdings Inc. Additional information about Vantage can
be found at www.vantagerisk.com.

 Safe Harbor Statement

 Statements made in this press
release that are not historical facts, including statements accompanied by words such as “will,” “believe,” “expect,”
 “enables,” “realize,” “plan,” “intend,” “assume,” “transform”
and other words of similar expression, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act
of 1995. These statements are based on management’s expectations, estimates, assumptions, and projections as of the date of this
release and are not guarantees of future performance. Actual results may differ materially from those expressed or implied in these statements.
Factors that could cause actual results to differ materially are set forth as risk factors in Howard Hughes Holdings Inc.’s filings
with the Securities and Exchange Commission, including its Quarterly and Annual Reports. Howard Hughes Holdings Inc. cautions you not
to place undue reliance on the forward-looking statements contained in this release. Howard Hughes Holdings Inc. does not undertake any
obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise
after the date of this release.

 Media Relations:

 Cristina Carlson

 Howard Hughes

 cristina.carlson@howardhughes.com

 646-822-6910

 Francis McGill

 Pershing Square

 McGill@persq.com

 212-909-2455

 John Flannery

 Vantage Risk

 john.flannery@vantagerisk.com

 203-918-7151

 Investor Relations:

 investorrelations@howardhughes.com

 281-929-7700

EX-3.1 · tm2616794d1_ex3-1.htm

EX-3.1
 2
 tm2616794d1_ex3-1.htm
 EXHIBIT 3.1

 Exhibit 3.1

  

 CERTIFICATE
OF DESIGNATIONS

  

 OF

  

 SERIES
A NON-Voting Exchangeable perpetual PREFERRED STOCK

  

 OF

  

 Howard
Hughes Holdings Inc.

  

 Howard Hughes Holdings Inc.,
a Delaware corporation (the “ Corporation ”), hereby certifies that pursuant to Sections 103, 141 and 151 of the General
Corporation Law of the State of Delaware (as amended, supplemented or restated from time to time) (the “ DGCL ”), (a) on
November 18, 2025, the Board appointed a financing committee (the “ Financing Committee ”) and authorized the Financing
Committee to negotiate and approve, and recommend to the Board for approval, the terms and conditions of the provision of equity capital
by Investor and (b) based on the recommendation of the Financing Committee, the Board adopted the following resolutions providing
for the issuance of a series of Preferred Stock:

  

 WHEREAS, the Amended and Restated
Certificate of Incorporation of the Corporation (as may be amended, amended and restated, supplemented or otherwise modified from time
to time in accordance with its terms and applicable law (the “ Certificate of Incorporation ”) authorizes the issuance
of up to 50,000,000 shares of preferred stock, par value $0.01 per share, of the Corporation (“ Preferred Stock ”) in
one or more series, and expressly authorizes the Board, subject to limitations prescribed by applicable law, with respect to each such
series, to establish the number of shares to be included in each such series and fix the designations, powers, rights and preferences
of the shares of each such series, and the qualifications, limitations and restrictions thereof; and

  

 WHEREAS, the Financing Committee,
pursuant to the authority delegated to it by the Board, has negotiated and approved the terms and conditions of a new series of Preferred
Stock and recommends the Board authorize the same.

  

 NOW, THEREFORE, BE IT RESOLVED,
that, based on the recommendation of the Financing Committee, the Board hereby authorizes the issuance of a series of Preferred Stock
of the Corporation and does hereby in the following certificate of designations (this “ Certificate of Designations ”)
establish and fix and herein state and express the designation, voting powers, preferences and relative, participating, optional and other
special rights, preferences and qualifications, limitations and restrictions thereof, of the shares of such series, in addition to those
set forth in the Certificate of Incorporation, as follows:

  

 Section 1.               Designation .
The distinctive serial designation of such series is “Series A Non-Voting Exchangeable Perpetual Preferred Stock,” par
value $0.01 per share (the “ Series A Preferred Stock ”).

  

 Section 2.               Number
of Shares . The authorized number of shares constituting the Series A Preferred Stock shall initially be 140,000. The Series A
Preferred Stock will be divided into 14 tranches, each of which shall have 10,000 shares (each, a “ Tranche ”) titled
Tranche A-1 through Tranche A-14. Subject to applicable law and the Certificate of Incorporation, the number of shares and Tranches
constituting the Series A Preferred Stock may from time to time be increased (but not in excess of the total number of authorized
shares of Preferred Stock) or decreased (but not below the number of shares of Series A Preferred Stock then outstanding) by the
Disinterested Directors.

  

  

  

  

 Section 3.                Definitions .
Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such term in the Certificate of Incorporation.
Unless otherwise specified herein, as used in this Certificate of Designations with respect to Series A Preferred Stock, the following
capitalized terms will have the following meanings:

  

 (a)            “ Adjusted
Consideration ” means “Adjusted Consideration”, as defined in the Purchase Agreement.

  

 (b)            “ Affiliate ”
of any particular Person means any other Person controlling, controlled by or under common control with such particular Person. For the
purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct the management
and policies of a Person whether through the ownership of voting securities, contract or otherwise.

  

 (c)            “ Allotted
Shares ” has the meaning set forth in Section 12(c)(ii) .

  

 (d)            “ Board ”
means the Board of Directors of the Corporation.

  

 (e)            “ Business
Day ” means any day that is not (a) a Saturday, (b) a Sunday or (c) any other day on which commercial banks are
authorized or required by law to be closed in the City of New York.

  

 (f)            “ Call
Option ” has the meaning set forth in Section 8(a) .

  

 (g)            “ Call
Option Date ” has the meaning set forth in Section 8(b) .

  

 (h)            “ Call
Option Notice ” has the meaning set forth in Section 8(b) .

  

 (i)            “ Call
Option Price ” has the meaning set forth in Section 8(c) .

  

 (j)            “ Certificate
of Designations ” has the meaning set forth in the Recitals.

  

 (k)            “ Certificate
of Incorporation ” has the meaning set forth in the Recitals.

  

 (l)            “ Change
of Control ” means a sale or series of sales pursuant to which any person or group of persons acquires beneficial ownership of
either (a) more than fifty percent (50%) of the then-outstanding (i) Common Stock of the Corporation or a Subsidiary of the
Corporation (other than InsuranceCo and its Subsidiaries) that holds more than 50% of the assets or business of the Corporation and its
Subsidiaries, taken as a whole (treating for this purpose all exchangeable securities as if they had been exchanged for Common Stock immediately
prior to such transaction) or (ii) equity securities of the Corporation (treating for this purpose all exchangeable securities as
if they had been exchanged for Common Stock immediately prior to such transaction) or a Subsidiary of the Corporation (other than InsuranceCo
and its Subsidiaries) that holds more than 50% of the assets or business of the Corporation and its Subsidiaries, taken as a whole, or
(b) the combined voting power of more than fifty percent (50%) of the outstanding capital stock entitled to vote generally in the
election of directors of the Corporation or a Subsidiary of the Corporation (other than InsuranceCo and its Subsidiaries) that holds more
than 50% of the Corporation’s assets or business; provided , however , that any transaction or series of transactions
where the ultimate beneficial ownership of the Corporation or applicable Subsidiary remains unchanged, including wholly internal reorganization
or restructuring transactions, shall not be deemed to constitute a Change of Control.

  

 (m)            “ Common
Stock ” has the meaning set forth in Section 4 .

  

 (n)            “ Corporation ”
has the meaning set forth in the Preamble.

  

 (o)            “ Defaulted
Repurchase Dividend Rate ” has the meaning set forth in Section 7(b) .

  

 2

  

  

 (p)            “ DGCL ”
has the meaning set forth in the Preamble.

  

 (q)            “ Disinterested
Director ” means “Disinterested Director” as defined in the Standstill Agreement; provided that if the Standstill
Agreement has been terminated or is no longer in effect, “Disinterested Director” shall mean, with respect to any act or transaction,
a director of the Board who (i) is not a party to the act or transaction and (ii) does not have a material interest in the act
or transaction or a material relationship with a person that has a material interest in the act or transaction, in each case, as determined
in good faith by the Board.

  

 (r)            “ Dispute
Notice ” has the meaning set forth in Section 11(a) .

  

 (s)            “ Encumbrances ”
means “Encumbrances” as defined in the Subscription Agreement.

  

 (t)            “ Exchange
Calculation Statement ” has the meaning set forth in Section 10(b)(iii) .

  

 (u)            “ Exchange
Notice ” has the meaning set forth in Section 10(a)(i) .

  

 (v)            “ Exchange
Ratio ” has the meaning set forth in Section 10(b)(i) .

  

 (w)            “ Excluded
Issuances ” has the meaning set forth in Section 12(c)(i) .

  

 (x)            “ Event
of Noncompliance ” means following notice from a Holder, any failure by the Corporation or any of its Subsidiaries to materially
comply with (A) any covenants set forth in this Certificate of Designations or (B) the covenants of the Corporation or any of
its Subsidiaries set forth in the Subscription Agreement or Registration Rights Agreement, which failure to comply, if subject to remedy,
remains unremedied for thirty (30) days from the date of such notice, and which notice must specify such event of noncompliance, demand
that it be remedied and state that such notice is a “Notice of Noncompliance.”

  

 (y)            “ Financing
Committee ” has the meaning set forth in the Preamble.

  

 (z)            “ GAAP ”
means generally accepted accounting principles in the United States.

  

 (aa)          “ Holder ”
means the beneficial owner of shares of the Series A Preferred Stock, or the Person whose name is otherwise registered for such shares
in the books and records of the Corporation, which Person shall be treated by the Corporation as the absolute owner of such shares of
Series A Preferred Stock for the purpose of making payment and settling exchanges and for all other purposes; provided that,
to the fullest extent permitted by law, no Person that has received by transfer shares of Series A Preferred Stock in violation of
this Certificate of Designations or any other agreement to which the Corporation is a party and by which the transferor or transferee
is bound, shall be a Holder, and the Corporation shall not recognize any such Person as a Holder, and the Person in whose name the shares
of such Series A Preferred Stock were registered immediately prior to such transfer shall remain the Holder of such shares.

  

 (bb)          “ Holding
Entity ” means, relative to any Tranche, an entity organized in a non-U.S. jurisdiction (which may be a corporation or partnership
or disregarded entity for U.S. federal (and applicable state and local) tax purposes) which has no assets or liabilities other than the
Tranche or those arising from the Tranche. For the avoidance of doubt, an entity that would otherwise qualify as a Holding Entity would
not be treated as having liabilities solely because its holding of the Tranche may have built-in gain that could give rise to a tax liability
if such Tranche were to be disposed of.

  

 (cc)          “ Independent
Accountant ” has the meaning set forth in Section 11(c) .

  

 3

  

  

 (dd)          “ InsuranceCo ”
means Howard Hughes Insurance Holdings, LLC, a Delaware limited liability company.

  

 (ee)          “ InsuranceCo
Common Units ” means, as applicable at such time, either the membership interests or the common units of InsuranceCo.

  

 (ff)          “ Investor ”
means Pershing Square Holdings, Ltd. and its successors and assigns.

  

 (gg)          “ Issuance
Notice ” has the meaning assigned thereto in Section 12(c)(ii) .

  

 (hh)          “ Mandatory
Repurchase Date ” has the meaning set forth in Section 9(b) .

  

 (ii)            “ Mandatory
Repurchase Offer Event ” means any of the following:

  

 (i)             a
merger or consolidation in which (1) the Corporation is a constituent party or (2) a Subsidiary of the Corporation that holds
all or substantially all of the assets or business of the Corporation and its Subsidiaries, taken as a whole, is a constituent party,
except (y) any such merger or consolidation involving the Corporation or a Subsidiary in which the shares of capital stock of the
Corporation outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for
shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the
capital stock of (A) the surviving or resulting corporation or (B) if the surviving or resulting corporation is a wholly owned
Subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting
corporation or (z) any such merger or consolidation resulting in the Corporation or its applicable Subsidiary being majority owned
and controlled by Investor or its Affiliates;

  

 (ii)             a
Change of Control, except pursuant to any transaction, sale or series of sales to Investor or its Affiliates resulting in the Corporation
or its applicable Subsidiary being majority owned and controlled by Investor or its Affiliates;

  

 (iii)             a
change of control of InsuranceCo, as “control” is defined in the NAIC Model Insurance Holding Company System Regulatory Act,
except pursuant to any transaction, sale or series of sales to Investor or its Affiliates resulting in InsuranceCo or its Subsidiaries
holding all or substantially all of the assets of InsuranceCo and its Subsidiaries, taken as a whole, being majority owned and controlled
by Investor or its Affiliates;

  

 (iv)             the
sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, of all or substantially
all of the assets or business of the Corporation and its Subsidiaries, taken as a whole (including through the disposition of one or more
Subsidiaries holding substantially all such assets), except (1) where such sale, lease, transfer, exclusive license or other disposition
is to a wholly owned Subsidiary of the Corporation or (2) where such sale, lease, transfer, exclusive license or other disposition
is to Investor or its Affiliates;

  

 (v)             any
sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, of all or substantially
all of the assets or business of InsuranceCo, taken as a whole (including through the disposition of one or more Subsidiaries holding
substantially all such assets), except (1) where such sale, lease, transfer, exclusive license or other disposition is to a wholly
owned Subsidiary of InsuranceCo or (2) where such sale, lease, transfer, exclusive license or other disposition is to Investor or
its Affiliates; or

  

 4

  

  

 (vi)             an
Event of Noncompliance.

  

 (jj)          “ Mandatory
Repurchase Price ” has the meaning set forth in Section 9(c) .

  

 (kk)        “ Original
Issue Date ” means the date the first share of Series A Preferred Stock was issued.

  

 (ll)          “ Original
Issue Price ” means, with respect to the Series A Preferred Stock, $7,142.85714 per share, subject to appropriate adjustment
in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series A Preferred
Stock, as applicable.

  

 (mm)       “ Ownership
Cap ” has the meaning set forth in Section 10(c) .

  

 (nn)        “ Percentage
Interest ” means, with respect to the applicable Holder(s) as of a particular date, a fraction, (i) the numerator of
which is the number of InsuranceCo Common Units held by such Holder(s), including any InsuranceCo Common Units that such Holder would
receive if it were to exchange, as of such date, all of its shares of Series A Preferred Stock based on the Exchange Ratio and otherwise
in accordance with Section 10(b) and (ii) the denominator of which is the total number of outstanding InsuranceCo Common
Units as of such date (on a fully diluted basis, and inclusive of all shares of Series A Preferred Stock exchangeable into or exercisable
for such InsuranceCo Common Units).

  

 (oo)        “ Person ”
means a natural person, partnership, limited liability company, corporation, unincorporated association, joint venture, trust, estate
or any other entity or any governmental agency or political subdivision thereof.

  

 (pp)        “ Preemptive
Rights Exercise Period ” has the meaning assigned thereto in Section 12(c)(iii) .

  

 (qq)        “ Preferred
Stock ” has the meaning set forth in the Recitals.

  

 (rr)          “ Preferred
Stock Capital ” has the meaning set forth in Section 10(b)(i)(1) .

  

 (ss)         “ Proposed
Issuance ” has the meaning assigned thereto in Section 12(c)(i) .

  

 (tt)          “ Purchase
Agreement ” means the Purchase and Sale Agreement, dated December 17, 2025, by and among the Corporation, InsuranceCo,
and certain other parties therein.

  

 (uu)        “ Registration
Rights Agreement ” means the Registration Rights Agreement, dated as of the date hereof, by and among the Corporation, the Investor
and InsuranceCo, as amended, restated, supplemented or otherwise modified from time to time.

  

 (vv)        “ Series A
Preferred Stock ” has the meaning set forth in Section 1 .

  

 (ww)       “ Standstill
Agreement ” means the Standstill Agreement, dated as of May 5, 2025, by and between the Corporation and Pershing Square
Holdco, L.P., as amended, restated, supplemented or otherwise modified from time to time.

  

 (xx)         “ Subscription
Agreement ” means the Subscription Agreement, dated as of the date hereof, by and among the Corporation, the Investor and InsuranceCo,
as amended, restated, supplemented or otherwise modified from time to time.

  

 5

  

  

 (yy)        “ Subsidiary ”
means, with respect to a Person, (i) a corporation a majority of whose capital stock with voting power, under ordinary circumstances,
to elect a majority of the directors is at the time, directly or indirectly, owned by such Person, by a Subsidiary of such Person, or
by such Person and one or more Subsidiaries of such Person, (ii) a partnership in which such Person or a Subsidiary of such Person
is, at the date of determination, a general partner of such partnership, (iii) a limited liability company of which such Person,
or a Subsidiary of such Person, is a managing member or (iv) any other Person (other than a corporation) in which such Person, a
Subsidiary of such Person or such Person and one or more Subsidiaries of such Person, directly or indirectly, at the date of determination
thereof, has (x) at least a majority ownership interest or (y) the power to elect or direct the election of a majority of the
directors or other governing body of such Person.

  

 (zz)         “ Tranche ”
has the meaning set forth in Section 2 .

  

 (aaa)       “ Total
Capital ” has the meaning set forth in Section 10(b)(i)(1) .

  

 Section 4.                Ranking .
The Series A Preferred Stock will rank pari passu with all common stock of the Corporation (“ Common Stock ”),
including, for the avoidance of doubt, with respect to payment rights and liquidation.

  

 Section 5.                Voting
Rights . The Holders of Series A Preferred Stock will not have any voting rights and shall not vote with holders of the outstanding
shares of any other class of capital stock of the Corporation, except as may otherwise from time to time be required by law or as expressly
provided in Section 12 . In any case in which the Holders shall be entitled to vote pursuant to applicable law or Section 12 ,
each Holder entitled to vote with respect to such matter shall be entitled to one vote per share of Series A Preferred Stock.

  

 Section 6.                Term .
The Series A Preferred Stock shall have a perpetual term unless repurchased or exchanged in accordance with Section 8 ,
 Section 9 and Section 10 .

  

 Section 7.                Dividends .

  

 (a)             General .
Dividends on the Series A Preferred Stock, if any, may be declared, at the sole discretion of a majority of the Disinterested Directors,
and if declared, shall be paid only out of the assets of the Corporation legally available therefor. Subject to the foregoing limitation,
any such declared dividends on the Series A Preferred Stock shall not exceed the amount of cash dividends or distributions actually
received by the Corporation from InsuranceCo, multiplied by the percentage of InsuranceCo Common Units into which the outstanding
shares of Series A Preferred Stock would be exchangeable under the Exchange Ratio, as of such date.

  

 (b)             Defaulted
Repurchase Dividend . If, on any Mandatory Repurchase Date, the Corporation has not met its obligation to repurchase any shares of
Series A Preferred Stock pursuant to Section 9(a) , then until the date such shares have been repurchased and the aggregate
repurchase price has been paid in full, the non-repurchased shares of Series A Preferred Stock shall remain outstanding and beginning
on the applicable Mandatory Repurchase Date, the non-repurchased shares of Series A Preferred Stock shall bear a dividend of 10.00%
of the Original Issue Price per annum (the “ Defaulted Repurchase Dividend Rate ”), to the extent permitted under applicable
law.

  

 6

  

  

 Section 8.                Call
Option.

  

 (a)             Mechanics .
At any time and from time to time, during the period between sixty (60) and ninety (90) days following each of the first seven (7) fiscal
year-end dates following the Original Issue Date (beginning with the fiscal year ending December 31, 2026) or at such other times
as may be mutually agreed by the Corporation and the Holders representing a majority of the Series A Preferred Stock then outstanding,
to the extent not prohibited by applicable law, the Corporation shall have the right to repurchase one or more full Tranches (but not
a portion of any single Tranche) of the Series A Preferred Stock, in cash at a repurchase price per share of Series A Preferred
Stock equal to the Call Option Price, on the terms and subject to the conditions set forth in this Section 8 (the “ Call
Option ”). Following the Corporation’s exercise of the Call Option with respect to any Tranche, the Holder of the applicable
Series A Preferred Stock comprising such Tranche shall, in consideration of the Call Option Price, either (x) transfer such
Tranche to the Corporation or (y) transfer to the Corporation the Holding Entity that holds such Tranche, in each case free and clear
of all Encumbrances.

  

 (b)             Notice
of Call Option . Notice of any election by the Corporation to repurchase any Tranche of Series A Preferred Stock pursuant to this
 Section 8 shall be made by delivery to the Holder of such Tranche written notice of the Corporation’s election to repurchase,
at least thirty (30) days but no more than sixty (60) days prior to the date fixed for the Corporation’s repurchase of such Tranche
(the “ Call Option Date ”), which notice shall indicate (1) the Call Option Date, (2) the Call Option Price,
including a reasonably detailed calculation thereof, (3) the applicable Tranche and (4) the manner of and place designated for
surrender of the shares of Series A Preferred Stock to be repurchased (or of the interests in the applicable Holding Entity) (“ Call
Option Notice ”).

  

 (c)             Call
Option Price . The repurchase price for each share of the Series A Preferred Stock (the “ Call Option Price ”) shall
equal the greater of the (i) (a) the Original Issue Price plus (b) interest, compounded daily at a rate of four percent (4%) per
annum, calculated on the basis of a 365-day year, for the period commencing on the Original Issue Date through the Call Option Date and
(ii) (x) 1.5 times the book value of InsuranceCo (for the avoidance of doubt, excluding non-controlling interests and good will or purchase-related
intangibles attributable to the completion of the transactions contemplated by the Purchase Agreement), determined in accordance with
GAAP, as reflected in the most recent quarterly or, as the case may be, annual financial statements of InsuranceCo then available, multiplied
by (y) the ownership percentage of InsuranceCo represented by such share of Series A Preferred Stock (on an as-exchanged basis).

  

 (d)             Payment
and Redemption . On the Call Option Date, the Corporation shall immediately cause to be paid in cash the applicable aggregate Call
Option Price to the account designated by such Holder(s) and, if applicable, the Holder(s) shall promptly deliver the Holding
Entity that holds such to-be repurchased Tranche to the Corporation. Upon such payment in full and delivery of the applicable Holding
Entity(ies), if any, such shares of Series A Preferred Stock will be deemed to have been redeemed and dividends with respect to such
redeemed shares of Series A Preferred Stock shall cease to accumulate and all designations, rights, preferences, powers, qualifications,
restrictions and limitations of such redeemed shares of Series A Preferred Stock shall forthwith terminate.

  

 Section 9.                Mandatory
Repurchase Offer .

  

 (a)             Mandatory
Repurchase Offer Events . The Corporation shall offer to repurchase all of the outstanding shares of Series A Preferred Stock
upon the occurrence of a Mandatory Repurchase Offer Event. Upon acceptance of an offer to repurchase all of the outstanding shares of
Series A Preferred Stock pursuant to this Section 9 , the Holder(s) of the applicable Series A Preferred Stock
shall elect to, in consideration of the Mandatory Repurchase Price either (x) transfer such Tranche to the Corporation or (y) transfer
to the Corporation the Holding Entity that holds such Tranche.

  

 (b)             Notice .
Notice of any offer by the Corporation to repurchase all of the outstanding shares of Series A Preferred Stock pursuant to this Section 9
shall be made by delivery of written notice of the Corporation’s election to the Holders and shall indicate (1) the date of
the mandatory repurchase (the “ Mandatory Repurchase Date ”), (2) the Mandatory Repurchase Price, including a detailed
calculation thereof and (3) a reasonably detailed description of the Mandatory Repurchase Offer Event.

  

 7

  

  

 (c)             Mandatory
Repurchase Price . Upon acceptance by a Holder of an offer to repurchase shares of Series A Preferred Stock pursuant to this Section 9 ,
each share of such Series A Preferred Stock held by such Holder will be repurchased for cash consideration in an amount equal to
the greater of (i) the amount that such Holder would have been entitled to receive under the Call Option and (ii) if the Mandatory
Repurchase Offer Event is a transfer in any manner of equity in InsuranceCo, directly or indirectly, the amount that such Holder would
have received in such transaction if it had exchanged its Series A Preferred Stock into InsuranceCo Common Units (the “ Mandatory
Repurchase Price ”).

  

 (d)             Payment
and Redemption . On the Mandatory Repurchase Date, the Corporation shall immediately cause to be paid in cash the applicable aggregate
Mandatory Repurchase Price to the account designated by such Holders and, if applicable, the Holder(s) shall promptly deliver the
Holding Entity that holds such to-be repurchased Tranche to the Corporation. Upon such payment in full and delivery of the applicable
Holding Entity(ies), if any, such shares of Series A Preferred Stock will be deemed to have been redeemed and dividends with respect
to such redeemed shares of Series A Preferred Stock shall cease to accumulate and all designations, rights, preferences, powers,
qualifications, restrictions and limitations of such redeemed shares of Series A Preferred Stock shall forthwith terminate.

  

 (e)             Insufficiency
of Funds . If the assets of the Corporation legally available are insufficient to pay the Holders of outstanding shares of Series A
Preferred Stock the full amounts to which they are entitled as of the Mandatory Repurchase Date, such Holders’ shares of Series A
Preferred Stock shall be repurchased ratably, in increments of full Tranches, to the extent permitted under applicable law and such Holders
shall share ratably in the payments permitted to be made under applicable law relating to distribution, and when additional funds of the
Corporation become available to repurchase the remaining shares of Series A Preferred Stock following the Mandatory Repurchase Date,
the Corporation shall use such funds to pay, in increments of full Tranches, the remaining balance of the aggregate Mandatory Repurchase
Price to the extent permitted under applicable law.

  

 (f)             Defaulted
Repurchase Dividend Rate . If, on the Mandatory Repurchase Date, the Corporation has not met its obligation pursuant to this Section 9
to repurchase any shares of the Series A Preferred Stock by paying the entire Mandatory Repurchase Price then, beginning on the Mandatory
Repurchase Date and continuing until such shares are fully repurchased and the aggregate Mandatory Repurchase Price is paid in full, (A) all
of the non-repurchased shares shall remain outstanding and continue to have the rights, preferences and privileges expressed herein; (B) to
the extent permitted under applicable law, all of the non-repurchased shares of Series A Preferred Stock shall bear the Defaulted
Repurchase Dividend Rate; (C) the Corporation shall not declare or pay any distributions, dividends, redemptions or otherwise make
funds available in respect of the securities that rank pari passu or junior to the Series A Preferred Stock; and (D) the
Corporation shall use commercially reasonable efforts to take action to generate sufficient funds to repurchase the remainder of the shares
of Series A Preferred Stock in full, to the extent permitted under applicable law.

  

 (g)             Corporation
Efforts . The Corporation shall take such commercially reasonable actions as are necessary to meet its obligations in this  Section 9
and Section 10(c) , including in the event the Corporation is prohibited by law from redeeming or is otherwise unable
to repurchase any shares of Series A Preferred Stock in connection with any Mandatory Repurchase Offer Event on the applicable Mandatory
Repurchase Date, taking any commercially reasonable action necessary or appropriate to remove promptly any impediments to its ability
to redeem such shares of Series A Preferred Stock required to be so repurchased, including to the extent not prohibited by law, reducing
the stated capital of the Corporation or revaluing the assets of the Corporation to their fair market values under Section 154 of
the DGCL if such revaluation would create surplus sufficient to make all or any portion of such Mandatory Repurchase Offer Event payment.
In the event of a Change of Control in which the Corporation is not the continuing or surviving corporation or entity, the Corporation
shall use commercially reasonable efforts to require the continuing or surviving corporation or entity to agree to carry out and observe
the obligations of the Corporation under this Certificate of Designations.

  

 8

  

  

 Section 10.              Exchange
of the Series A Preferred Stock; Exchange Ratio

  

 (a)             Mechanics
of Exchange .

  

 (i)             So
long as any shares of Series A Preferred Stock remain outstanding, at any time within sixty (60) days after (i) the seventh
(7 th ) fiscal year-end that occurs following the Original Issue Date (beginning with the fiscal year ending December 31,
2026) and (ii) each subsequent fiscal year-end, each Holder may exchange, in increments of full Tranches, a number of shares of Series A
Preferred Stock that exceeds 10% of its shares of Series A Preferred Stock (unless its remaining shares of Series A Preferred
Stock are less than a full Tranche, in which case a Holder may exchange the remainder of such Tranche), without the payment of additional
consideration, into a number of InsuranceCo Common Units at the Exchange Ratio (as defined in Section 10(b)(i) ) upon such
Holder of the Series A Preferred Stock providing at least fifteen (15) days’ prior written notice to the Corporation in the
form attached hereto as Annex A (“ Exchange Notice ”); provided that such sixty (60) day period at the end of any applicable
year shall be tolled for the duration of any Deferral Period (as defined in the Registration Rights Agreement) if the board of directors
of InsuranceCo elects to defer an initial public offering or direct listing demanded in accordance with the Registration Rights Agreement.
Such Holder may, in its discretion, and subject to receipt of any required regulatory approvals, satisfy its obligation to transfer Series A
Preferred Stock by either (x) transferring such Tranche to the Corporation or (y) transferring to the Corporation the Holding
Entity that holds such Tranche.

  

 (ii)             The
Corporation shall pay any and all issue and other similar taxes that may be payable in respect of any issuance or delivery of InsuranceCo
Common Units in the event of an exchange of Series A Preferred Stock into InsuranceCo Common Units pursuant to this Section 10 .
The Corporation shall not, however, be required to pay any tax that may be payable in respect of any transfer involved in the issuance
and delivery of InsuranceCo Common Units in a name other than that in which the shares of Series A Preferred Stock so exchanged were
registered, and no such issuance or delivery shall be made unless and until the person or entity requesting such issuance has paid to
the Corporation the amount of any such tax or has established, to the satisfaction of the Corporation (acting reasonably), that such tax
has been paid.

  

 (iii)             Payment
and Exchange . On the date of the exchange of shares of Series A Preferred Stock for InsuranceCo Common Units as set forth in
the applicable Exchange Notice, the Corporation shall promptly deliver to the applicable Holders (x) the number of InsuranceCo Common
Units calculated in accordance with the Exchange Ratio in book entry form and (y) a book entry credit thereof on the direct registration
system of InsuranceCo’s transfer agent. Upon such delivery, and, if applicable, only after delivery by the Holder of the Holding
Entity that holds such to-be exchanged Tranche, such shares of Series A Preferred Stock will be deemed to have been redeemed and
dividends with respect to such redeemed shares of Series A Preferred Stock shall cease to accumulate and all designations, rights,
preferences, powers, qualifications, restrictions and limitations of such redeemed shares of Series A Preferred Stock shall forthwith
terminate.

  

 9

  

  

 (iv)             Upon
any such exchange, no adjustment to the Exchange Ratio shall be made for any declared but unpaid dividends on the Series A Preferred
Stock surrendered for exchange or on the InsuranceCo Common Units delivered upon exchange.

  

 (v)             Prior
to any such exchange, the applicable Holder(s) will, to the extent required by applicable law, either submit to and obtain approval
of the Delaware Department of Insurance of a Form A (pursuant to Section 5003(a) of the Delaware Insurance Code), an exemption
from a Form A filing (pursuant to Section 5003(e) of the Delaware Insurance Code), or a new Disclaimer of Control (pursuant
to Section 5004(k) of the Delaware Insurance Code).

  

 (b)             Exchange
Ratio .

  

 (i)             Each
share of Series A Preferred Stock will be exchangeable into such number of InsuranceCo Common Units such that, upon exchange of all
Series A Preferred Stock, the Holders would own, in the aggregate, the following fraction of all issued and outstanding InsuranceCo
Common Units (the “ Exchange Ratio ”):

  

  
 Preferred Stock Capital 
  

  
 Total Capital  
  

  

 (1)             where:

  

 · “ Preferred Stock Capital ”
shall be equal to, as of the applicable date of determination, (i) the aggregate purchase price paid for primary acquisitions of
the Series A Preferred Stock, whether on the date hereof or hereafter plus (ii) (A) the aggregate of (x) each
dividend received on or prior to such date by the Corporation from InsuranceCo multiplied by (y) the Holders’ Percentage
Interest of InsuranceCo Common Units as of the record date for such dividend, reduced by (but not below zero) (B) the aggregate
amount of any such dividends that were, on or prior to such date, paid by the Corporation to the Holders through a dividend on the Series A
Preferred Stock plus (iii) if applicable, all dividends owed under the Defaulted Repurchase Dividend Rate reduced by
(but not below zero) all such dividends paid to Holders at any time on or prior to such date.

  

 · “ Total Capital ” shall be equal
to, as of the applicable date of determination, (i) the Adjusted Consideration plus (ii) any additional capital contributed
to InsuranceCo by the Corporation on or after the date hereof.

  

 (2)             Illustrative
Example :

  

 Assumptions : As of the determination date set forth
in the applicable Holder’s Exchange Notice (t) the aggregate purchase price paid for all Series A Preferred Stock is $802
million; (u) there have been no additional primary acquisitions of Series A Preferred Stock; (v) InsuranceCo declared and
paid an aggregate of $100 million of dividends on the InsuranceCo Common Units ($30 million paid in each of years 1 and 2 and $40 million
paid in year 3); (w) the Holders’ Percentage Interest in InsuranceCo in year 1 and 2 was 40% and in year 3 was 35%; (x) no
dividends have been paid by the Corporation to the Holders in respect of the Series A Preferred Stock; (y) the Corporation contributes
no additional capital to InsuranceCo after the date hereof; and (z) the Adjusted Consideration is $2.1 billion.

  

 10

  

  

 In such case, the Preferred Stock Capital would equal $840
million (being $802 million plus $24 million in dividends attributed to such Holder in year 1 and 2 ($30 million multiplied
by 0.4 for each year) and $14 million in dividends attributable to the Holders in year 3 ($40 million multiplied by 0.35),
 less $0), and the Exchange Ratio would equal 0.4 or 40% (being $840 million divided by $2.1 billion).

  

 (ii)             In
addition, in the event of any equity splits, reverse splits, recapitalizations, stock dividends or other similar events related to either
InsuranceCo Common Units or Series A Preferred Stock, the Exchange Ratio shall be appropriately adjusted so that each Holder is entitled
to receive the number of InsuranceCo Common Units which the Holder would have owned or been entitled to receive, had each share of the
Series A Preferred Stock been exchanged immediately prior to such equity split, reverse split, recapitalization, stock dividend or
other similar event.

  

 (iii)             Within
ten (10) Business Days after receipt of an Exchange Notice, the Corporation shall deliver to the Holder a written statement (the
 “ Exchange Calculation Statement ”) setting forth in reasonable detail the calculations of Preferred Stock Capital, Total
Capital and the resulting Exchange Ratio and providing reasonable supporting information sufficient to validate such calculations.

  

 (c)             Ownership
Cap . In no event will any of the Holders, or the Holders in the aggregate, be permitted to acquire more than 49% of the total InsuranceCo
Common Units outstanding (the “ Ownership Cap ”) without the approval of a majority of the Disinterested Directors. To
the extent the Holders otherwise have the right to exchange their Series A Preferred Stock and have delivered an Exchange Notice,
but are prohibited from completing all or any portion of the exchange due to the Ownership Cap, the Corporation will repurchase such excess
portion of shares of Series A Preferred Stock requested to be exchanged on the same terms as provided in Section 9 .

  

 Section 11.              Resolution
of Calculation Disputes .

  

 (a)            If
Investor (or such other Holder duly designated by the Holders representing a majority of the Series A Preferred Stock then outstanding
to be the representative of all Holders for purposes of this Section 11 ) disagrees with the Corporation’s determination
of (i) the Call Option Price set forth in a Call Option Notice delivered pursuant to Section 8 , (ii) the mandatory
repurchase price for any offer by the Corporation to repurchase all of the outstanding shares of Series A Preferred Stock set forth
in the notice delivered pursuant to Section 9 , or (iii) the Exchange Ratio set forth in an Exchange Calculation Statement
delivered pursuant to Section 10 , Investor shall notify the Corporation in writing within fifteen (15) days after receipt
thereof, specifying in reasonable detail those amounts as to which Investor disagrees and setting forth Investor’s calculation of
such disputed amounts (a “ Dispute Notice ”). Any amounts not disputed within such fifteen (15)-day period shall be deemed
final, conclusive and binding upon the Corporation and the Holders, for purposes of such Call Option Notice or Exchange Calculation Statement,
as applicable.

  

 (b)            If
a Dispute Notice has been timely delivered by Investor pursuant to Section 11(a) , the Corporation and Investor shall discuss
in good faith and attempt to mutually agree on any disputed amounts set forth in such Dispute Notice for a period of fifteen (15) days
following delivery of such Dispute Notice (as such period may be extended by the mutual written agreement of the Corporation and Investor).
If the Corporation and Investor resolve their differences over the disputed amounts in such Dispute Notice in accordance with the foregoing
procedure, the applicable Call Option Price or Exchange Ratio shall be revised to reflect such resolution and shall be final, conclusive
and binding upon the Corporation and the Holders, for purposes of such Call Option Notice or Exchange Calculation Statement, as applicable.

  

 11

  

  

 (c)            If
the Corporation and Investor fail to resolve their differences over the disputed items in a Dispute Notice within such fifteen (15)-day
period set forth in Section 11(b) , then the Corporation and Investor shall promptly, jointly request that (i) a nationally
recognized independent public accounting firm as shall be mutually agreed by the Corporation and Investor, or (ii) if the Corporation
and Investor are unable to agree upon such firm within ten (10) Business Days after such fifteen (15)-day period (as such time period
may be extended by the mutual agreement of the Corporation and Investor), then within an additional ten (10) Business Days, the Corporation
and Investor shall each select one such firm and those two firms shall, within ten (10) Business Days after their selection, select
a third firm (the firm selected in accordance with clause (i) or the third firm selected in accordance with clause (ii), as applicable,
the “ Independent Accountant ”), make a binding determination only as to the disputed amounts in the Dispute Notice in
accordance with the terms of this Certificate of Designations. The Independent Accountant will, under the terms of its engagement, (A) act
as an expert and not an arbitrator and (B) have no more than thirty (30) days from the date of referral within which to render its
written decision with respect to such disputed items and amounts. The Independent Accountant shall consider only those amounts in the
Dispute Notice as to which the Corporation and Investor are in disagreement.

  

 (d)            The
Independent Accountant’s determination shall be made in accordance with the terms of this Certificate of Designations and based
solely on the written submissions of the Corporation and Investor (and not on an independent investigation), and the Independent Accountant
shall not assign a value to any disputed item greater than the greatest value claimed by the Corporation or less than the smallest value
claimed by Investor, as applicable. The Independent Accountant shall deliver its written determination within thirty (30) days of engagement.
Such determination shall be final, conclusive and binding on the Corporation and the Holders absent fraud or manifest error. The fees
and expenses of the Independent Accountant shall be allocated equally between the Corporation, on the one hand, and the Holders, on the
other hand, with such Holder fees and expenses to be borne amongst the Holders relative to their ownership of Series A Preferred
Stock ( provided that, solely with respect to such fees and expenses attributable to Investor and its Subsidiaries, such allocation
of fees and expenses shall be joint and several). Promptly after any matter is referred to the Independent Accountant under Section 11(c)  the
Corporation and Investor shall deliver to the Independent Accountant copies of any schedules or documentation that may reasonably be required
or requested by the Independent Accountant to make its determination. Each of the Corporation and Investor shall be entitled to submit
to the Independent Accountant a memorandum setting forth its position with respect to the disputed amounts, which shall also be provided
to the Corporation and Investor, as applicable. Neither the Corporation nor any Holder shall be permitted to communicate with the Independent
Accountant other than as expressly set forth herein, and no ex parte communications with the Independent Accountant shall be permitted
in any event.

  

 Section 12.               Protective
Provisions .

  

 (a)            Any
decisions to be made by the Corporation with respect to or affecting the Series A Preferred Stock will be made by a majority of the
Disinterested Directors and in accordance with this Certificate of Designations.

  

 12

  

  

 (b)            Following
the date hereof and subject to the terms of this Section 12 , Disinterested Directors will exercise all decision making with
respect to or affecting the Series A Preferred Stock pursuant to applicable law; provided , however , that so long as
any share of the Series A Preferred Stock is outstanding, the Corporation shall not, either directly or indirectly, do any of the
following without (in addition to any other vote required by law or the Certificate of Incorporation) the affirmative vote or written
consent of at least a majority of the shares of Series A Preferred Stock then outstanding, consenting or voting (as the case may
be) separately as a class, and any such act or transaction entered into without such consent or vote shall be null and void ab initio
and of no force or effect:

  

 (i)             create
(by reclassification or otherwise), issue, offer or sell (A) any additional shares or Tranches of Series A Preferred Stock,
(B) any new class or series of shares, capital stock or other equity interests of the Corporation having rights, preferences or privileges
senior to the Series A Preferred Stock, or (C) except as expressly permitted by Section 5(a) of the Subscription Agreement,
any new class or series of units, capital stock or other equity interests of InsuranceCo having rights, preferences or privileges senior
to the InsuranceCo Common Units;

  

 (ii)             except
as expressly permitted by Section 5(a) of the Subscription Agreement, issue additional equity interests of InsuranceCo (including
any instruments exchangeable into or exercisable for such equity interests);

  

 (iii)             alter
the powers, preferences or special rights of the Series A Preferred Stock in a manner that would materially or adversely change the
rights or preferences of the Series A Preferred Stock; or

  

 (iv)             amend
the Certificate of Incorporation (including this Certificate of Designations), bylaws or any other constitutive document of the Corporation,
if such amendment would reasonably be expected to materially or adversely affect any Holder or impede any Holder from realizing the benefit
of such rights or preferences.

  

 (c)             Preemptive
Rights .

  

 (i)             Following
the date hereof, in the event that (x) InsuranceCo proposes to issue any equity interests of InsuranceCo or (y) a Subsidiary
of InsuranceCo proposes to issue any equity interests to InsuranceCo or another Subsidiary of InsuranceCo, (in each case including any
instruments exchangeable into or exercisable for such equity interests) to any Person (each a “ Proposed Issuance ”),
each Holder, shall have the right (but not the obligation) to purchase an amount of shares of the Series A Preferred Stock required
for such Holder to maintain its Percentage Interest, at the same price per share and same terms as the Proposed Issuance (with the applicable
price and terms of each share of Series A Preferred Stock determined on an equitable look-through, as-exchanged basis). Notwithstanding
the foregoing, Excluded Issuances shall not constitute a Proposed Issuance and shall not give rise to preemptive rights under this Section 12(c) .
As used herein, “ Excluded Issuances ” means any of the following: (A) issuances of equity interests pursuant to
any equity incentive plan, stock option plan, or similar compensatory arrangement and (B) issuances of equity interests in connection
with any stock split, stock dividend, or similar recapitalization.

  

 (ii)             At
least thirty (30) days prior to closing a Proposed Issuance, the Corporation shall give written notice (the “ Issuance Notice ”)
of the Proposed Issuance to each Holder. Each Issuance Notice shall set forth in reasonable detail: (A) the class and minimum and
maximum number of InsuranceCo equity interests proposed to be issued in the following ninety (90) days; (B) the Proposed Issuance
date(s); (C) the proposed purchase price per new InsuranceCo equity interest; (D) a calculation of such Holder’s Percentage
Interest, (E) the number (or range based on the minimum and maximum number of shares issued) and price per share of Series A
Preferred Stock available for purchase by such Holder in connection with the Proposed Issuance (as to each Holder, the “ Allotted
Shares ”), and (F) such other information as the Corporation determines is reasonably necessary for the Holders to evaluate
the Proposed Issuance, provided that the Holders shall have the opportunity to ask follow-up questions and reasonably request any additional
information to evaluate the Proposed Issuance.

  

 13

  

  

 (iii)             Each
Holder may exercise its right to purchase all or any portion of its Allotted Shares by delivering written notice to the Corporation stating
therein the quantity of shares of Series A Preferred Stock to be purchased, within twenty (20) days following receipt of the Issuance
Notice (the “ Preemptive Rights Exercise Period ”). Failure to deliver such notice within the Preemptive Rights Exercise
Period shall be deemed an irrevocable waiver of such Holder’s preemptive rights with respect to such Proposed Issuance. If a Holder
determines to exercise its rights under this Section 12(c), the Corporation shall issue such shares of Series A Preferred Stock
to such exercising Holders concurrently with the Proposed Issuance (or, in the event all Allotted Shares are purchased, as soon as reasonably
practicable and no later than the date such Proposed Issuance was contemplated to occur).

  

 (iv)             To
the extent any Holder elects to purchase less than all of its Allotted Shares, such Holder shall provide prompt written notice of such
shortfall to the remaining Holders (with a copy of such notice to the Corporation) and the remaining Holders shall have the right to purchase
such remaining Allotted Shares on a pro rata basis (based on their respective Percentage Interests) at the price per share of Series A
Preferred Stock set forth in the Issuance Notice. Any Holder electing to purchase such unsubscribed shares of Series A Preferred
Stock shall provide written notice of such purchase to the Corporation within five (5) Business Days of receiving such prompt written
notice thereof.

  

 (v)             At
the expiration of the Preemptive Rights Exercise Period, InsuranceCo shall be free to consummate the Proposed Issuance on terms and
conditions no more favorable to the proposed purchaser(s) than those set forth in the Issuance Notice, provided that such Proposed
Issuance is consummated within ninety (90) days following the expiration of the Preemptive Rights Exercise Period. If such Proposed Issuance
is not consummated within such ninety (90)-day period, the issuance of additional equity interests of InsuranceCo shall again become subject
to the preemptive rights as set forth in this Section 12(c) .

  

 (vi)             The
parties acknowledge that the rights set forth in this Section 12(c)  are unique and that a breach of this Section 12(c)  would
cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, the Holders shall be entitled to seek specific
performance and injunctive or other equitable relief as a remedy for any such breach, without the requirement of posting a bond or other
security.

  

 (vii)             For
the avoidance of doubt, any issuance of equity interests (or any rights, options, warrants or other instruments convertible into, exchangeable
for or otherwise exercisable for equity interests), or any transaction having substantially similar economic effect (including through
joint ventures, structured financings, synthetic equity arrangements, or issuances by Subsidiaries or Affiliates), shall be deemed a Proposed
Issuance for purposes of this Section 12(c) .

  

 Section 13.           Transfer .
The Series A Preferred Stock may be transferred, in increments of full Tranches, subject in each case to compliance with, and the
receipt of any approvals required under, state insurance laws, state and federal securities laws or other applicable laws; provided
that any transferee will be subject to the terms of this Certificate of Designations; provided , further , that during the
first seven (7) fiscal years following the Original Issue Date (beginning with the fiscal year ending December 31, 2026), the
consent of the Corporation shall be required for a Holder to transfer Series A Preferred Stock to any Person other than an Affiliate
of Investor.

  

 14

  

  

 Section 14.           InsuranceCo
Obligations . The Corporation shall, and shall cause InsuranceCo to comply with their respective obligations under the Subscription
Agreement.

  

 Section 15.             Taxes .

  

 (a)            The
Series A Preferred Stock is intended to be treated as equity of the Corporation that is not “preferred stock” within
the meaning of Section 305 of the Internal Revenue Code of 1986, as amended, for U.S. federal, state, local tax laws and non-U.S.
tax laws.

  

 (b)            All
payments and distributions (or deemed distributions) on the shares of Series A Preferred Stock (and any other securities issued on
account of Series A Preferred Stock) will be subject to withholding and backup withholding of taxes to the extent required by law,
subject to applicable exemptions, and amounts withheld, if any, will be treated as received by the Holders. The relevant payor shall (i) notify
the applicable Holders of any anticipated withholding as soon as reasonably practicable, and (ii) cooperate with the applicable Holders
to reduce or eliminate any amounts that would otherwise be withheld.

  

 Section 16.           Waiver .
Except as otherwise set forth herein, any of the rights, powers, preferences and other terms of the Series A Preferred Stock set
forth herein may be waived on behalf of all Holders by the affirmative vote or written consent of at least a majority of the shares of
Series A Preferred Stock.

  

 Section 17.           Notices .
Any notice required or permitted by the provisions of this Certificate of Designations to be given to a Holder shall be mailed, postage
prepaid, to the post office address last shown on the records of the Corporation, or given by electronic communication in compliance with
the provisions of the DGCL, and shall be deemed sent upon such mailing or electronic transmission (except, in the event of any communication
or confirmation automatically generated by electronic means (such as out-of-office replies), such electronic transmission shall not be
deemed sent until confirmation of receipt thereof). Each Holder shall be entitled to the benefits of the notification provisions and preemptive
rights set out in the Subscription Agreement.

  

 Section 18.           Severability .
If any provision of this Certificate of Designations is invalid, illegal or unenforceable, the balance of this Certificate of Designations
shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to
all other Persons and circumstances.

  

 Section 19.           Headings .
The headings contained herein are for convenience only, do not constitute a part of this Certificate of Designations, and shall not be
deemed to limit or affect any of the provisions hereof.

  

 Section 20.           Interpretation .
Unless the context otherwise requires, (i) a term has the meaning assigned to it herein, (ii) words in the singular include
the plural, and in the plural include the singular, (iii) “or” is not exclusive, (iv) “will” shall be
interpreted to express a command, (v) “including” means including without limitation, (vi) reference to any Section or
clause refer to the corresponding Section or clause, respectively, of this Certificate of Designations and (vii) any reference
to a day or number of days, unless expressly referred to as a Business Day, shall mean the respective calendar day or number of calendar
days.

  

 [ Signature Page Follows ]

  

 15

  

  

 In witness
whereof , Howard Hughes Holdings Inc. has caused this Certificate of Designations to be signed by David O’Reilly, its Chief
Executive Officer, this 4th day of June, 2026.

  

  
  

  
 David O’Reilly

  
 Chief Executive Officer

  

 [ Signature Page to Certificate
of Designations ]

  

  

  

  

 ANNEX A

  

 NOTICE OF EXCHANGE

  

 TO BE EXECUTED BY THE REGISTERED HOLDER IN ORDER
TO EXCHANGE SHARES OF

 SERIES A PREFERRED STOCK

  

 The undersigned hereby elects to exchange the
number of shares of Series A preferred stock, par value $0.01 per share, of Howard Hughes Holdings Inc. (the “ Corporation ”
and its Series A preferred stock, the “ Series A Preferred Stock ”) indicated below, into common units of Howard
Hughes Insurance Holdings, LLC, a Delaware limited liability company (the “ InsuranceCo Common Units ”), according to
the conditions set forth in the Certificate of Designations of the Series A Preferred Stock, as of the date written below. The undersigned
hereby acknowledges that all applicable InsuranceCo Common Units shall be issued in the name of the applicable record holder of such Series A
Preferred Stock as it appears in the shareholder records of the Corporation.

  

 Exchange calculations:

 Date to effect exchange:______________________________________________________________________________________________

 Number of shares of Series A Preferred Stock owned prior to
exchange: __________________________________________________________

 Number of shares of Series A Preferred Stock to be exchanged:_________________________________________________________________

  
 [HOLDER]

  
  

  
 By:
             

  
 Name:
  

  
 Title:
  

  

 Annex A

EX-10.1 · tm2616794d1_ex10-1.htm

EX-10.1
 3
 tm2616794d1_ex10-1.htm
 EXHIBIT 10.1

 Exhibit 10.1

 SUBSCRIPTION AGREEMENT

 by and among

 Howard Hughes Holdings Inc.

 and

 Pershing Square Holdings, Ltd.

 and

 Howard Hughes Insurance Holdings, LLC

 Dated as of June 4, 2026

 TABLE OF CONTENTS

 Page

 1. Purchase and Sale
 1

 2. Subscription Closing
 2

 3. Use of Proceeds
 2

 4. Representations and Warranties
 3

 5. Certain Covenants
 18

 6. Miscellaneous
 20

 SUBSCRIPTION AGREEMENT

 THE SECURITIES SUBSCRIBED FOR BY THIS AGREEMENT HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”), OR ANY OTHER APPLICABLE STATE
SECURITIES LAWS AND CANNOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF REGISTRATION OR THE AVAILABILITY OF AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT AND REGULATIONS PROMULGATED THEREUNDER AND APPLICABLE STATE SECURITIES LAWS. TRANSFER OF SUCH
SECURITIES IS ALSO RESTRICTED BY THE TERMS OF THIS AGREEMENT. THE SUBSCRIBER SHOULD BE AWARE THAT IT WILL BE REQUIRED TO BEAR THE FINANCIAL
RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

 This SUBSCRIPTION AGREEMENT, dated as of June 4,
2026 (this “ Agreement ”), is entered into by and between Howard Hughes Holdings Inc. (the “ Issuer ”)
and Pershing Square Holdings, Ltd. (the “ Subscriber ”) and Howard Hughes Insurance Holdings, LLC (“ InsuranceCo ”).
The Issuer, the Subscriber and InsuranceCo are collectively referred to as the “ Parties ” and individually as a “ Party ”.
Capitalized terms not otherwise defined herein shall have the respective meanings set forth in Annex A attached hereto, as
applicable.

 WHEREAS, the Issuer desires to sell to the Subscriber,
and the Subscriber desires to purchase from the Issuer, one hundred forty thousand (140,000) shares of Series A Non-Voting Exchangeable
Perpetual Preferred Stock of the Issuer, par value $0.01 per share, subject to the terms and conditions set forth in this Agreement (the
 “ Transaction ”);

 WHEREAS, certain parties thereto entered into the
Purchase and Sale Agreement, dated December 17, 2025 (the “ Purchase Agreement ”), whereby InsuranceCo agreed to acquire
all outstanding common stock of Vantage Group Holdings Ltd. (the “ Acquisition ”);

 WHEREAS, concurrently with the execution of the Purchase
Agreement, Subscriber delivered to the Issuer an Equity Commitment Letter (the “ Equity Commitment Letter ”), dated December
17, 2025, whereby the Subscriber agreed to contribute equity capital (the “ Equity Commitment ”) solely for the purpose
of funding, and to the extent necessary to fund, the payment of a portion of Issuer’s (i) closing payments, (ii) closing fees
and expenses and (iii) additional equity capital contributions to InsuranceCo on or immediately after the closing of the Acquisition (the
 “ Closing ”), which will be used for working capital and general corporate purposes (collectively, the “ Issuer
Payment Obligations ”); and

 WHEREAS, the Issuer adopted its Certificate of Designations
of Series A Non-Voting Exchangeable Perpetual Preferred Stock, dated as the date hereof, set forth in Annex B hereto (the
 “ Certificate of Designations ”).

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

 1.             Purchase
and Sale . On the terms and subject to the conditions set
forth in this Agreement, at the Subscription Closing (as defined below), the Issuer shall issue and sell to the Subscriber, and the Subscriber
shall subscribe for and purchase from the Issuer, one hundred forty thousand (140,000) shares of the Series A Non-Voting Exchangeable
Perpetual Preferred Stock (the “ Purchased Shares ”). At the Subscription Closing, the Subscriber shall pay or cause
to be paid to the Issuer an amount in cash equal to $7,142.85714 (the “ Per Share Purchase Price ”) for each Purchased
Share by wire transfer of immediately available funds to the bank account of the Issuer. The aggregate cash amount equal to the product
of (i) the Per Share Purchase Price and (ii) the number of Purchased Shares, shall be referred to in this Agreement as the “ Purchase
Price ”.

 2.             Subscription
Closing .

 (a)            The
closing of the Transaction (the “ Subscription Closing ”) shall take place on the Subscription Closing Date via electronic
exchange of documents and signatures simultaneously with the Closing.

 (b)           Deliverables .
At the Subscription Closing,

 (i)             the
Issuer shall:

 (A)             cause
the Purchased Shares to be delivered to account(s) specified by the Subscriber to the Issuer in writing;

 (B)             make
a book entry in the books and records of the Issuer reflecting the Purchased Shares issued to the Subscriber or its designee(s) in accordance
with this Agreement;

 (C)             deliver
to the Subscriber a file stamped copy of the Certificate of Designations from the Delaware Secretary of State with an effective time no
later than the Subscription Closing; and

 (D)             deliver
to the Subscriber and InsuranceCo the Certificate of Designations and the Registration Rights Agreement, duly executed by the Issuer.

 (ii)            the
Subscriber shall:

 (A)             pay
or cause to be paid to the Issuer the Purchase Price in immediately available funds by wire transfer to an account specified by the Issuer
to the Subscriber in writing; and

 (B)             deliver
to the Issuer and InsuranceCo the Registration Rights Agreement, duly executed by the Subscriber.

 (iii)          InsuranceCo
shall deliver to the Subscriber and the Issuer the Registration Rights Agreement, duly executed by InsuranceCo.

 3.             Use
of Proceeds . In accordance with the terms and conditions
of the Equity Commitment Letter, the Issuer will use the proceeds from the Equity Commitment solely for the Issuer Payment Obligations.

 - 2 -

 4.             Representations
and Warranties .

 (a)           Representations
and Warranties of the Issuer . The Issuer represents and warrants to the Subscriber, as set forth below, except (x) as set forth in
the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2025 (but not in documents filed as exhibits thereto or
documents incorporated by reference therein) filed with the SEC on February 19, 2026 but excluding any “risk factor” disclosure
or any other forward-looking disclosures contained in such reports under the headings “Risk Factors” or “Cautionary
Note” or any similar sections or (y) as set forth in the disclosure schedule delivered by the Issuer to the Subscriber and
InsuranceCo on the date of this Agreement (the “ Issuer Disclosure Letter ”):

 (i)             Organization
and Qualification. The Issuer and each of the Issuer Subsidiaries is duly organized and is validly existing as a corporation or other
form of entity, where applicable, in good standing under the Laws of their respective jurisdictions of organization, with the requisite
power and authority to own, operate or manage its properties and conduct its business as currently conducted, except to the extent the
failure of such Subsidiary to be in good standing (to the extent the concept of good standing is applicable in its jurisdiction of organization)
would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Issuer and each of the Issuer
Subsidiaries has been duly qualified as a foreign corporation or other form of entity for the transaction of business and, where applicable,
is in good standing under the Laws of each other jurisdiction in which it owns, manages, operates or leases properties or conducts business
so as to require such qualification, except to the extent the failure to be so qualified or, where applicable, be in good standing would
not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

 (ii)           Corporate
Power and Authority . The Issuer has the requisite power and authority to enter into, execute and deliver this Agreement and to perform
its obligations hereunder. The Issuer has taken all necessary corporate action required for the due authorization, execution, delivery
and performance by it of this Agreement.

 (iii)           Execution
and Delivery; Enforceability. This Agreement has been duly and validly executed and delivered by the Issuer and, assuming due and
valid execution and delivery by the Subscriber and InsuranceCo, constitutes its valid and binding obligation, enforceable against the
Issuer in accordance with its terms, except as such enforceability may be limited by general principles of equity, including principles
of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity).

 (iv)           Authorized
Capital Stock. As of the date of this Agreement, the authorized capital stock of the Issuer consists of 150,000,000 shares of common
stock and 50,000,000 shares of preferred stock. The issued and outstanding capital stock of the Issuer and the shares of common stock
available for grant pursuant to The Howard Hughes Corporation 2010 Amended and Restated Incentive Plan and The Howard Hughes Corporation
2025 Equity Incentive Plan as of May 28, 2026 is set forth on Section 4(a)(iv) of the Issuer Disclosure Letter. From December 31, 2025
to the date of this Agreement, other than in connection with the issuance of shares of common stock pursuant to the exercise of options
outstanding as of December 31, 2025, there has been no change in the number of outstanding shares of capital stock of the Issuer or the
number of outstanding Issuer Equity Securities (as defined below). From December 31, 2025 until the date of this Agreement other than
as specified in the first sentence of this paragraph, there was not outstanding, and there was not reserved for issuance, any (A) share
of capital stock or other voting securities of the Issuer or its Subsidiaries; (B) security of the Issuer or the Issuer Subsidiaries
convertible into or exchangeable or exercisable for shares of capital stock or voting securities of the Issuer or the Issuer Subsidiaries;
(C) option or other right to acquire from the Issuer or the Issuer Subsidiaries, or obligation of the Issuer or the Issuer Subsidiaries
to issue, any shares of capital stock, voting securities or security convertible into or exercisable or exchangeable for shares of capital
stock or voting securities of the Issuer or the Issuer Subsidiaries, as the case may be; or (D) equity equivalent interest in the
ownership or earnings of the Issuer or the Issuer Subsidiaries or other similar right, in each case, to which the Issuer or an Issuer
Subsidiary is a party (the items in clauses (A) through (D) collectively, “ Issuer Equity Securities ”). Except
pursuant to any agreement in effect between the Issuer and the Subscriber’s Affiliates, (x) there is no outstanding obligation of
the Issuer or the Issuer Subsidiaries to repurchase, redeem or otherwise acquire any Issuer Equity Security and (y) there is no stockholder
agreement, voting trust or other agreement or understanding to which the Issuer is a party or by which the Issuer is bound relating to
the voting, purchase, transfer or registration of any shares of capital stock of the Issuer or preemptive rights with respect thereto.

 - 3 -

 (v)           Issuance.
 The issuance of the Purchased Shares has been duly and validly authorized. When the Purchased Shares are issued and delivered in accordance
with the terms of this Agreement against payment therefor, the Purchased Shares shall be duly and validly issued, fully paid and non-assessable
and free and clear of all taxes, Liens, pre-emptive rights, rights of first refusal and subscription rights, other than rights and restrictions
under this Agreement, the Certificate of Designations, the Voting Proxy Agreement, the Registration Rights Agreement and applicable state
and federal securities Laws.

 (vi)           No
Conflict. The execution and delivery by the Issuer of this Agreement, the performance by the Issuer of its respective obligations
under this Agreement and compliance by the Issuer with all of the provisions hereof and thereof and the consummation of the Transaction,
(x) shall not conflict with, or result in a breach or violation of, any of the terms or provisions of, or constitute a default under,
or result in the acceleration of, or the creation of any Lien under, or give rise to any termination right under, any Contract to which
the Issuer or any of the Issuer Subsidiaries is a party or by which any of their material assets are subject or encumbered, (y) shall
not result in any violation or breach of any terms, conditions or provisions of the certificate of incorporation or bylaws of the Issuer,
or the comparable organizational documents of the Issuer’s Subsidiaries, and (z) shall not conflict with or result in any violation
or breach of, or any termination or impairment of any rights under, any statute or any license, authorization, injunction, judgment, order,
decree, rule or regulation of any court or governmental agency or body having jurisdiction over the Issuer or any of the Issuer Subsidiaries
or any of their respective properties or assets, except, in the case of each of clauses (x) and (z) above, for any such conflict,
breach, acceleration, Lien, termination, impairment, failure to comply, default or violation that would not, individually or in the aggregate,
be reasonably expected to have a Material Adverse Effect.

 (vii)         Consents
and Approvals. No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having
jurisdiction over the Issuer or the Issuer Subsidiaries or any of their respective properties is required for (A) the issuance, sale
and delivery of the Purchased Shares and (B) the execution and delivery by the Issuer of this Agreement and performance of and compliance
by the Issuer with all of the provisions hereof and the consummation of the Transaction, except filings required under, and compliance
with the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, the Securities Act and the
rules and regulations promulgated thereunder.

 (viii)         Issuer
Reports .

 (A)             The
Issuer has filed with or otherwise furnished to the SEC all material forms, reports, schedules, statements and other documents required
to be filed or furnished by it under the Securities Act or the Exchange Act since December 31, 2022 (such documents, as supplemented
or amended since the time of filing, and together with all information incorporated by reference therein, the “ Issuer SEC Reports ”).
No Issuer Subsidiary is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section
13 or 15 of the Exchange Act. As of their respective effective dates (in the case of Issuer SEC Reports that are registration statements
filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other Issuer SEC
Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Issuer SEC Report
filed and publicly available prior to the date of this Agreement, the Issuer SEC Reports (i) complied in all material respects with
the applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations of the SEC promulgated thereunder
applicable to such Issuer SEC Reports, and (ii) did not contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made,
not misleading.

 - 4 -

 (B)             The
Issuer maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f)
under the Exchange Act) that provides reasonable assurance regarding the reliability of the Issuer’s financial reporting and the
preparation of the Issuer’s financial statements for external purposes in accordance with GAAP and that includes policies and procedures
that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions
of the assets of the Issuer, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation
of financial statements in accordance with GAAP, and that receipts and expenditures of the Issuer are being made only in accordance with
authorizations of management and directors of the Issuer, and (iii) provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use, or disposition of the Issuer’s assets that could have a material effect on the Issuer’s
financial statements.

 (C)             The
Issuer maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under
the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Issuer in the reports that it
files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules
and forms of the SEC, and that information relating to the Issuer is accumulated and communicated to the Issuer’s management as
appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and
Chief Financial Officer of the Issuer required under the Exchange Act with respect to such reports.

 (D)             Since
May 5, 2025, the Issuer has not received any oral or written notification of a “material weakness” in the Issuer’s internal
controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of
Auditing Standard 115, as in effect on the date hereof.

 (E)             Except
as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Issuer SEC Report filed and publicly
available prior to the date of this Agreement, the audited consolidated financial statements and the unaudited consolidated interim financial
statements (including any related notes) included in the Issuer SEC Reports fairly present in all material respects, the consolidated
financial position of the Issuer and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations
and their consolidated cash flows for the periods set forth therein (subject, in the case of financial statements for quarterly periods,
to normal year-end adjustments) and were prepared in conformity with GAAP consistently applied during the periods involved (except as
otherwise disclosed in the notes thereto).

 - 5 -

 (ix)           No
Undisclosed Liabilities . None of the Issuer or the Issuer Subsidiaries has any material liabilities (whether absolute, accrued, contingent
or otherwise) required to be reflected or reserved against on a consolidated balance sheet of the Issuer prepared in accordance with GAAP,
except for liabilities (i) included in the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2025,
(ii) incurred in the ordinary course of business consistent with past practice since the date of such balance sheet, and (iii) incurred
in the ordinary course of performing this Agreement.

 (x)             No
Material Adverse Effect. Since December 31, 2025, there has not occurred any event, fact or circumstance that has had or would
reasonably be expected to have, individually, or in the aggregate, a Material Adverse Effect.

 (xi)           No
Violation or Default; Licenses and Permits. The Issuer and the Issuer Subsidiaries (A) are in compliance with all Laws, statutes,
ordinances, rules, regulations, orders, judgments and decrees of any court or governmental agency or body having jurisdiction over the
Issuer or any of the Issuer Subsidiaries or any of their respective properties, and (B) have not received written notice of any alleged
material violation of any of the foregoing except, in the case of each of clauses (A) and (B) above, for any such failure to comply,
default or violation that would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. Each
of the Issuer and the Issuer Subsidiaries holds all material licenses, franchises, permits, certificates of occupancy, consents, registrations,
certificates and other governmental and regulatory permits, authorizations and approvals required for the operation of the business as
currently conducted by it and for the ownership, lease or operation of its material assets except, in each case, where the failure to
possess or make the same would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

 (xii)           Legal
Proceedings. There are no legal, governmental or regulatory investigations, actions, suits or proceedings pending or, to the Knowledge
of the Issuer, threatened against the Issuer or any of the Issuer Subsidiaries which, individually, if determined adversely to the Issuer
or any of the Issuer Subsidiaries, would reasonably be expected to have a Material Adverse Effect.

 (xiii)         Investment
Company Act. The Issuer is not, and, after giving effect to the Transaction and the application of the proceeds thereof, shall not
be required to register as an “investment company” or an entity “controlled” by an “investment company”
within the meaning of the Investment Company Act, and the rules and regulations of the SEC thereunder.

 (xiv)         Compliance
with Environmental Laws. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect, (A) each of the Issuer and the Issuer Subsidiaries is and has been in compliance with and each of the Issuer Properties is
and has been maintained in compliance with, any and all applicable federal, state, local and foreign Laws relating to the protection of
the environment or natural resources, human health and safety as such relates to the environment, or the presence, handling, or release
of Hazardous Materials (collectively, “ Environmental Laws ”), which compliance includes obtaining, maintaining and complying
with all permits, licenses or other approvals required under Environmental Laws to conduct operations as presently conducted, and no action
is pending or, to the Knowledge of the Issuer, threatened that seeks to repeal, modify, amend, revoke, limit, deny renewal of, or otherwise
appeal or challenge any such permits, licenses or other approvals, (B) none of the Issuer or the Issuer Subsidiaries have received
any written notice of, and none of the Issuer Properties have been the subject of any written notice received by the Issuer or any of
the Issuer Subsidiaries of, any actual or potential liability or violation for the presence, exposure to, investigation, remediation,
arrangement for disposal, or release of any material classified, characterized or regulated as hazardous, toxic, pollutants, or contaminants
under Environmental Laws, including petroleum products or byproducts, radioactive materials, asbestos-containing materials, radon, lead-containing
materials, polychlorinated biphenyls, mold, and hazardous building materials (collectively, “ Hazardous Materials ”),
(C) none of the Issuer and the Issuer Subsidiaries are a party to or the subject of any pending, or, to the Knowledge of the Issuer,
threatened, legal proceeding alleging any liability, responsibility, or violation under any Environmental Laws with respect to their past
or present facilities or their respective operations, (D) none of the Issuer and the Issuer Subsidiaries have released Hazardous
Materials on any real property in a manner that would reasonably be expected to result in an environmental claim or liability against
the Issuer or any of the Issuer Subsidiaries or Affiliates, (E) none of the Issuer Properties is the subject of any pending, or,
to the Knowledge of the Issuer, threatened, legal proceeding alleging any liability, responsibility, or violation under any Environmental
Laws and (F) to the Knowledge of the Issuer, there has been no release of Hazardous Materials on, from, under, or at any of the Issuer
Properties that would reasonably be expected to result in an environmental claim or liability against the Issuer or any of the Issuer
Subsidiaries or Affiliates.

 - 6 -

 (xv)           Issuer
Benefit Plans .

 (A)             Except
as would not, individually or in the aggregate, have a Material Adverse Effect, each Issuer Benefit Plan is in compliance in design and
operation in all material respects with all applicable provisions of ERISA and the U.S. Internal Revenue Code of 1986, as amended (the
 “ Code ”), and each Issuer Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received
a favorable determination letter from the Internal Revenue Service with respect to its qualified status under Section 401(a) of the
Code and its related trust’s exempt status under Section 501(a) of the Code and the Issuer is not aware of any circumstances
likely to result in the loss of the qualification of any such plan under Section 401(a) of the Code.

 (B)             Except
as would not, individually or in the aggregate, have a Material Adverse Effect, with respect to each Issuer Benefit Plan that is subject
to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code: (1) no Issuer Benefit Plan has failed to satisfy
the minimum funding standard (within the meaning of Sections 412 and 430 of the Code or Section 302 of ERISA) applicable to
such Issuer Benefit Plan, whether or not waived and no application for a waiver of the minimum funding standard with respect to any Issuer
Benefit Plan has been submitted; (2) no reportable event within the meaning of Section 4043(c) of ERISA for which the thirty
(30)-day notice requirement has not been waived has occurred; (3) no liability (other than for premiums to the Pension Benefit Guaranty
Corporation (the “ PBGC ”)) under Title IV of ERISA has been or is expected to be incurred by the Issuer or any
entity that is required to be aggregated with the Issuer pursuant to Section 414 of the Code; (4) the PBGC has not instituted
proceedings to terminate any such plan or made any inquiry which would reasonably be expected to lead to termination of any such plan,
and no condition exists that presents a risk that such proceedings will be instituted or which would constitute grounds under Section 4042
of ERISA for the termination of, or the appointment of a trustee to administer, any such plan; and (5) no Issuer Benefit Plan is,
or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the
Code).

 (C)             Except
as would not, individually or in the aggregate, have a Material Adverse Effect, with respect to each Issuer Benefit Plan maintained primarily
for the benefit of current or former employees, officers or directors employed, or otherwise engaged, outside the United States (each,
an “ Issuer Foreign Plan ”), excluding any Issuer Foreign Plans that are statutorily required, government sponsored or
not otherwise sponsored, maintained or controlled by the Issuer or any of the Issuer Subsidiaries: (1) (x) all employer and
employee contributions required by Law or by the terms of the Issuer Foreign Plan have been made, and all liabilities of the Issuer and
the Issuer Subsidiaries have been satisfied, or, in each case accrued, by the Issuer and the Issuer Subsidiaries in accordance with generally
accepted accounting principles, and (y) the Issuer and the Issuer Subsidiaries are in compliance with all requirements of applicable
Law and the terms of such Issuer Foreign Plan; (2) as of the date hereof, the fair market value of the assets of each funded Issuer
Foreign Plan, or the book reserve established for each Issuer Foreign Plan, together with any accrued contributions, is sufficient to
procure or provide for the accrued benefit obligations with respect to all current and former participants in such Issuer Foreign Plan
determined on an ongoing basis (rather than on a plan termination basis) according to the actuarial assumptions and valuations used to
account for such obligations in accordance with applicable generally accepted accounting principles; and (3) as of the date hereof,
the Issuer Foreign Plan has been registered as required and has been maintained in good standing with applicable regulatory authorities.

 - 7 -

 (xvi)         Labor
and Employment Matters. (A) Neither the Issuer nor any of the Issuer Subsidiaries is a party to or bound by any collective bargaining
agreement or any labor union contract, nor are any employees of the Issuer or any of the Issuer Subsidiaries represented by a works council
or a labor organization (other than any industry-wide or statutorily mandated agreement in non-U.S. jurisdictions); (B) to the Knowledge
of the Issuer, as of the date hereof, there are no activities or proceedings by any labor union or labor organization to organize any
employees of the Issuer or any of the Issuer Subsidiaries or to compel the Issuer or any of the Issuer Subsidiaries to bargain with any
labor union or labor organization; and (C) except as would not, individually or in the aggregate, have a Material Adverse Effect,
there is no pending or, to the Knowledge of the Issuer, threatened material labor strike, lock-out, walkout, work stoppage, slowdown,
demonstration, leafleting, picketing, boycott, work-to-rule campaign, sit-in, sick-out, or similar form of organized labor disruption.

 (xvii)       Insurance.
 The Issuer maintains for itself and the Issuer Subsidiaries insurance policies in those amounts and covering those risks, as in its
judgment, are reasonable for the business and assets of the Issuer and the Issuer Subsidiaries.

 (xviii)       No
Unlawful Payments. No action is pending or, to the Knowledge of the Issuer, is threatened against the Issuer or any of the Issuer
Subsidiaries, or any of their respective directors, officers, or employees resulting from any (A) use of corporate funds for any
unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (B) direct or indirect unlawful
payment to any foreign or domestic government official or employee from corporate funds, (C) violations of any provision of the Foreign
Corrupt Practices Act of 1977 or any other applicable local anti-bribery or anti-corruption Laws in any relevant jurisdictions or (D) other
unlawful payment, except in any such case, as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse
Effect.

 (xix)         No
Broker’s Fees. None of the Issuer or any of the Issuer Subsidiaries is a party to any contract, agreement or understanding with
any Person that would give rise to a valid claim against the Issuer or any of the Issuer Subsidiaries for an investment banking fee, finder’s
fee or like payment in respect of the sale of the Purchased Shares contemplated by this Agreement. None of the Issuer or any of the Issuer
Subsidiaries is a party to any contract, agreement or understanding with any Person that would give rise to a valid claim against the
Subscriber for a brokerage commission, finder’s fee, investment banking fee or like payment in connection with the Transaction.

 - 8 -

 (xx)           Real
and Personal Property .

 (A)             Except
(x) for such breach of this Section 4(a)(xx)(A) as may be caused fully or substantially by the third-party member or partner
in any Joint Venture, without the Knowledge or consent of the Issuer or any of the Issuer Subsidiaries or (y) as would not individually
or in the aggregate be reasonably expected to have a Material Adverse Effect, the Issuer or one of the Issuer Subsidiaries owns good and
valid fee simple title or valid and enforceable leasehold interests (subject, as to enforceability, to general principles of equity, including
principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law
or in equity)), as applicable, to each of the Issuer Properties, in each case, free and clear of Liens, mortgages or deeds of trust, claims
against title, charges that are Liens or other encumbrances on title, rights of way, restrictive covenants, declarations or reservations
of an interest in title (collectively, “ Encumbrances ”), except for the following (collectively, the “ Permitted
Title Exceptions ”):

 (1)             Encumbrances
that result from any statutory or other Liens for Taxes or assessments that are not yet due or delinquent or the validity of which is
being contested in good faith by appropriate proceedings and for which a sufficient and appropriate reserve has been set aside for the
full payment thereof;

 (2)             any
contracts, or other occupancy agreements to third parties for the occupation or use of portions of the Issuer Properties by such third
parties in the ordinary course of the business of the Issuer or the Issuer Subsidiaries;

 (3)             Encumbrances
imposed or promulgated by Law or any Governmental Entity, including zoning, entitlement and other land use and environmental regulations;

 (4)             Encumbrances
disclosed on existing title policies and current title insurance commitments or surveys made available to the Subscriber;

 (5)             Encumbrances
on the landlord’s fee interest at any Issuer Property where the Issuer or the Issuer Subsidiary is the tenant under any ground lease;
 provided that neither the Issuer nor any of the Issuer Subsidiaries have received a notice indicating the intention of the landlord
under such ground lease, or of any other Person, to (I) exercise a right to terminate such ground lease, evict the lessee or otherwise
collect the sub-rents thereunder, or (II) take any other action that would be reasonably likely to result in a termination of such
ground lease;

 (6)             any
cashiers’, landlords’, workers’, mechanics’, carriers’, workmen’s, repairmen’s and materialmen’s
Liens and other similar Liens incurred in the ordinary course of business which (A) are being challenged in good faith by appropriate
proceedings and for which a sufficient and appropriate reserve has been set aside for the full payment thereof or (B) have been otherwise
fully bonded and discharged of record or for which a sufficient and appropriate reserve has been set aside for the full payment thereof;
and

 - 9 -

 (7)             any
other easements, rights-of-way, restrictions (including zoning restrictions), covenants, encroachments, protrusions and other similar
charges or Encumbrances, and title limitations or title defects, if any, that (I) are customary for office, industrial, master planned
communities and retail properties or (II) individually or in the aggregate, would not be reasonably expected to have a Material Adverse
Effect.

 Neither the Issuer nor any of the Issuer Subsidiaries has
received a written notice of a material default, beyond any applicable grace and cure periods, of or under any Permitted Title Exceptions,
except (x) as may have been caused fully or substantially by the third-party member or partner in any Joint Venture, without the
Knowledge or consent of the Issuer or any of the Issuer Subsidiaries, (y) where the Permitted Title Exceptions are in and of themselves
evidence of default (such as mechanics’ Liens and recorded notices of default) or (z) as would not, individually or in the
aggregate, be reasonably expected to have a Material Adverse Effect; provided , however , that where the Issuer has otherwise
represented and warranted to the Subscriber (including as set forth on the Issuer Disclosure Letter pursuant to such representations and
warranties) with respect to the Issuer’s Knowledge of, the Issuer’s receipt of notice of or the existence of a default in
connection with a particular category of Permitted Title Exceptions, such categories of Permitted Title Exceptions shall not be included
in the representation set forth in this sentence.

 (B)             With
respect to each Issuer Ground Lease Property, to the Issuer’s Knowledge, neither the Issuer nor any of the Issuer Subsidiaries has
received notice of material defaults (including, without limitation, payment defaults, but limited to those circumstances where such default
may grant the landlord under such ground lease the right to terminate such ground lease, evict the lessee or otherwise collect the sub-rents
thereunder) at such Issuer Ground Lease Property beyond any applicable grace and cure periods, except (x) as would not, individually
or in the aggregate, be reasonably expected to have a Material Adverse Effect and (y) as may be caused fully or substantially by
the third-party member or partner in any Joint Venture, without the Knowledge or consent of the Issuer or any of the Issuer Subsidiaries.

 (C)             Neither
the Issuer nor any of the Issuer Subsidiaries is a party to any agreement relating to the property management (but not including any leasing,
development, construction or brokerage agreements) of any of the Issuer Properties by a party other than Issuer or any wholly owned Issuer
Subsidiaries, except (x) management agreements that may be terminated without cause or payment of a termination fee upon no more
than sixty (60) days’ notice or (y) as would not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect;

 - 10 -

 (D)             Neither
the Issuer nor any of the Issuer Subsidiaries have received a written notice of default (beyond any applicable grace or cure periods)
in the (x) payment of interest, principal or other material amount due to the lender under any Issuer Mortgage Loan, whether as the
primary obligor or as a guarantor thereof or (y) performance of any other material obligations under any Issuer Mortgage Loan, except,
with respect solely to (y) above, which would not individually or in the aggregate, be reasonably expected to have a Material Adverse
Effect;

 (E)             To
the Knowledge of the Issuer, (1) neither the Issuer nor any of the Issuer Subsidiaries has received a written notice exercising an
option, “buy-sell” right or other similar right to purchase an Issuer Property or any material portion thereof which has not
previously closed, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with
respect to such Issuer Property and (2) no Issuer Property is subject to a purchase and sale agreement or any similar legally binding
agreement to purchase such Issuer Property or any material portion thereof; and

 (F)             The
Issuer has conducted due inquiry with respect to the representations and warranties made in Section 4(a)(xx)(B) and Section
4(a)(xx)(E) .

 (xxi)         Tax
Matters .

 (A)             Except
in cases where the failure of any of the following to be true would not result in a Material Adverse Effect: (1) the Issuer and each
of the Issuer Subsidiaries have filed all Tax Returns required to be filed by applicable Law prior to the date hereof (or have obtained
extensions therefor); (2) to the Knowledge of the Issuer, all such Tax Returns were true, complete and correct in all respects and
filed on a timely basis (taking into account any applicable extensions); (3) the Issuer and each of the Issuer Subsidiaries have
paid all amounts of Taxes that are due, claimed or assessed by any taxing authority to be due for the periods covered by such Tax Returns,
other than any Taxes for which adequate reserves (“ Adequate Reserves ”) have been established in accordance with GAAP;
and (4) all adjustments of federal U.S. Tax liability of the Issuer and the Issuer Subsidiaries resulting from completed audits or
examinations have been reported to appropriate state and local taxing authorities and all resulting Taxes payable to state and local taxing
authorities have been paid. “ Taxes ” means any U.S. federal, state, local, or foreign income, gross receipts, license,
payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Section 59A
of the Code), customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability,
real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other
tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not.

 (B)             Each
Issuer Subsidiary that is a partnership, joint venture, or limited liability company has been since its formation treated for U.S. federal
income tax purposes as a partnership or disregarded entity, as the case may be, and not as a corporation or an association taxable as
a corporation, except where failure to do so would not have a Material Adverse Effect;

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 (C)             Except
where the failure to be true would not have a Material Adverse Effect, the Issuer and each of the Issuer Subsidiaries have (1) complied
in all respects with all applicable Laws, rules, and regulations relating to the payment and withholding of Taxes (including withholding
and reporting requirements under sections 1441 through 1464, 3401 through 3406, 6041 and 6049 of the Code and similar provisions
under any other Laws) and (2) within the time and in the manner prescribed by Law, withheld from employee wages and paid to the proper
Governmental Entities all amounts required to be withheld and paid over.

 (D)             Except
where the failure to be true would not have a Material Adverse Effect, no audits or other administrative proceedings or court proceedings
are presently pending or to the Knowledge of the Issuer threatened with regard to any Taxes or Tax Returns of the Issuer or any of the
Issuer Subsidiaries, other than any audit or administrative or court proceeding that is not reasonably expected to result in a material
Tax liability to the Issuer or any of the Issuer Subsidiaries.

 (E)             The
Issuer has made available to the Subscriber complete and accurate copies of all material Tax Returns requested by the Subscriber and filed
by or on behalf of the Issuer or any of the Issuer Subsidiaries for all taxable years ending on or prior to the date hereof and for which
the statute of limitations has not expired.

 (F)             There
are no Tax Protection Agreements except for those the breach of which would not reasonably be expected to have a Material Adverse Effect.
Neither the Issuer nor any Subsidiary has any liability for Taxes of any Person under Treasury Regulation Section 1.1502-6 (or any similar
provision of any state, local or foreign Law), or as a transferee or successor (by contract or otherwise), other than (1) to an Issuer
Subsidiary or (2) where any such liability would not reasonably be expected to have a Material Adverse Effect.

 (xxii)         Material
Contracts . Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each Material
Contract is valid and binding on the Issuer or any of the Issuer Subsidiaries, as applicable, and, to the Knowledge of the Issuer, on
each other Person party thereto, and is in full force and effect. Each of the Issuer and the Issuer Subsidiaries has performed, in all
material respects, all obligations required to be performed by it under each Material Contract, except, in each case, as would not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect. Neither the Issuer nor any of the Issuer Subsidiaries is
in breach or default of any Material Contract, except, in each case, as would not reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect. To the Knowledge of the Issuer, no party to any Material Contract has given written notice of any
action to terminate, cancel, rescind or procure a judicial reformation of such Material Contract or any material provision thereof, which
termination, cancellation, rescission or reformation would reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect. For the avoidance of doubt, Material Contracts do not include intercompany contracts.

 (xxiii)       Waiver
of Section 203. The Board has effectively and validly waived the applicability of Section 203 of the Delaware General Corporation
Law to the Subscriber such that the Subscriber may acquire the Purchased Shares without being subject to Section 203’s restrictions
on business combinations.

 - 12 -

 (xxiv)       Section 16(b)
of Exchange Act. The Board has pre-approved the Transaction and all direct or indirect transactions related thereto between or among
William A. Ackman, Ryan Israel, the Subscriber, InsuranceCo and the Issuer and/or any of their respective Affiliates, and the Transaction
and such other transactions are exempt from Section 16(b) of the Exchange Act by virtue of Rule 16b-3 thereunder.

 (xxv)         No
Other Representations or Warranties. Except for the representations and warranties made by the Issuer in this Section 4(a) ,
neither the Issuer nor any other Person makes any express or implied representation or warranty in this Agreement with respect to the
Issuer or its Subsidiaries or their respective business, operations, assets, liabilities, condition (financial or otherwise) or prospects,
notwithstanding the delivery or disclosure to the Subscriber or any other members of the Subscriber Group or their respective representatives
of any documentation, forecast or other information with respect to any one or more of the foregoing.

 (b)           Representations
and Warranties of the Subscriber . The Subscriber represents and warrants to the Issuer and InsuranceCo that:

 (i)             Organization .
The Subscriber is duly organized and is validly existing and, where applicable, in good standing under the Laws of its jurisdiction of
organization, with the requisite power and authority to undertake and effectuate the Transaction. The Subscriber has been duly qualified
for the transaction of business and, where applicable, is in good standing under the Laws of each other jurisdiction in which it operates
so as to require such qualification, except where the failure to be so qualified, licensed or in good standing would not, individually
or in the aggregate, have or be reasonably expected to materially delay or prevent the consummation of the Transaction.

 (ii)             Power
and Authority . The Subscriber has the requisite power and authority to enter into, execute and deliver this Agreement and to perform
its obligations hereunder and has taken all necessary action required for the due authorization, execution, delivery and performance by
it of this Agreement.

 (iii)           Execution
and Delivery . This Agreement has been duly and validly executed and delivered by the Subscriber, and, assuming due and valid execution
and delivery by the Issuer and InsuranceCo, constitutes its valid and binding obligation, enforceable against the Subscriber in accordance
with its terms, except as such enforceability may be limited by general principles of equity, including principles of commercial reasonableness,
good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity).

 (iv)           No
Conflict . The execution and delivery of this Agreement and the performance by the Subscriber of its obligations hereunder and compliance
by the Subscriber with all of the provisions hereof and the consummation of the Transaction (i) shall not conflict with, or result
in a breach or violation of, any of the terms or provisions of, or constitute a default under, or result in the acceleration of, or the
creation of any Lien under, or give rise to any termination right under, any material contract to which the Subscriber is a party, (ii) shall
not result in any violation or breach of any provisions of the organizational documents of the Subscriber and (iii) shall not conflict
with or result in any violation of, or any termination or material impairment of any rights under, any statute or any license, authorization,
injunction, judgment, order, decree, rule or regulation of any court or governmental agency or body having jurisdiction over the Subscriber
or the Subscriber’s properties or assets, except with respect to each of (i), (ii) and (iii), such conflicts, violations or defaults
as would not be reasonably expected to have a material adverse effect on the ability of the Subscriber to consummate the Transaction.

 - 13 -

 (v)           Consents
and Approvals . No consent, approval, order, authorization, registration or qualification of or with any Governmental Entity having
jurisdiction over the Subscriber is required in connection with the execution and delivery by the Subscriber of this Agreement or the
consummation of the Transaction, except such consents, approvals, orders, authorizations, registration or qualification as would not reasonably
be expected to materially and adversely affect the ability of the Subscriber to perform its obligations under this Agreement.

 (vi)           Compliance
with Laws . The Subscriber is in compliance with all Laws applicable to Subscriber, except, in each case, for such non-compliance as
would not reasonably be expected to materially and adversely affect the ability of the Subscriber to perform its obligations under this
Agreement.

 (vii)         Legal
Proceedings . There are no legal, governmental or regulatory investigations, actions, suits or proceedings pending or, to the knowledge
of the Subscriber, threatened against the Subscriber which, individually or in the aggregate, if determined adversely to the Subscriber,
would materially and adversely affect the ability of Subscriber to perform its obligations under this Agreement.

 (viii)         No
Broker’s Fees . The Subscriber is not party to any contract, agreement or understanding with any Person that would give rise
to a valid claim against the Issuer for an investment banking fee, commission, finder’s fee or like payment in connection with the
Transaction.

 (ix)           Sophistication .
The Subscriber is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act. The Subscriber
has such sufficient knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of
its investment in the Purchased Shares and is able to bear any economic risks associated with such investment, including a complete loss
of its investment in the Purchased Shares.

 (x)             Subscriber
Intent . The Subscriber is acquiring the Purchased Shares not with a view to or for distributing or reselling such Purchased Shares
or any part thereof, without prejudice, however, to the Subscriber’s right, subject to the provisions of this Agreement, at all
times to sell or otherwise dispose of all or any part of such Purchased Shares pursuant to an effective registration statement under the
Securities Act or under an exemption from such registration and in compliance with applicable federal and state securities Laws.

 (xi)           Reliance
on Exemptions . The Subscriber understands that the Purchased Shares are being offered and sold to the Subscriber in reliance upon
specific exemptions from the registration requirements of United States federal and state securities Laws.

 (xii)           Legends .
The Subscriber understands that the Purchased Shares, if certificated, may be notated with one or all of the following legend or any legend
required by the securities laws of any state to the extent such laws are applicable to the Purchased Shares represented by the certificate,
instrument, or book entry so legended:

 “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR STATE SECURITIES LAWS AND CANNOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED IN THE ABSENCE
OF REGISTRATION OR THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND REGULATIONS PROMULGATED
THEREUNDER AND APPLICABLE STATE SECURITIES LAWS. IN ADDITION, THE SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE
WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE SECURITYHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.”

 - 14 -

 (xiii)         Financial
Capability . The Subscriber has available funds to satisfy its obligations under this Agreement, including without limitation the payment
of the Purchase Price.

 (xiv)         No
Other Representations or Warranties . Except for the representations and warranties made by Subscriber in this Section 4(b) ,
neither the Subscriber nor any other Person on behalf of the Subscriber makes any express or implied representation or warranty in this
Agreement with respect to the Subscriber or its respective business, operations, assets, liabilities, condition (financial or otherwise)
or prospects, notwithstanding the delivery or disclosure of any documentation, forecast or other information with respect to any one or
more of the foregoing.

 (xv)           Acknowledgment .
The Subscriber acknowledges that (a) neither the Issuer nor any Person on behalf of the Issuer is making any representations or warranties
whatsoever, express or implied, beyond those expressly given by the Issuer in Section 4(a) ; (b) neither InsuranceCo nor any Person
on behalf of InsuranceCo is making any representations or warranties whatsoever, express or implied, beyond those expressly given by InsuranceCo
in Section 4(c) ; and (c) the Subscriber has not been induced by, or relied upon, any representations, warranties or statements
(written or oral), whether express or implied, made by any Person, that are not expressly set forth in Section 4(a) and Section
4(c) . Without limiting the generality of the foregoing, except with respect to the representations and warranties contained in Section
4(a) and Section 4(c) , the Subscriber acknowledges that no representations or warranties are made with respect to any projections,
forecasts, estimates, budgets, plans or prospect information that may have been made available to the Subscriber or any of its representatives.

 (c)             Representations
and Warranties of InsuranceCo . InsuranceCo represents and warrants to, and agrees with, the Issuer and Subscriber below, except as
set forth in the disclosure schedule delivered by InsuranceCo to the Issuer and the Subscriber on the date of this Agreement (the “ InsuranceCo
Disclosure Letter ”):

 (i)             Organization
and Qualification. InsuranceCo and each of its direct and indirect Subsidiaries is duly organized and is validly existing as a corporation
or other form of entity, where applicable, in good standing under the Laws of their respective jurisdictions of organization, with the
requisite power and authority to own, operate or manage its properties and conduct its business as currently conducted. InsuranceCo and
each of its Subsidiaries has been duly qualified as a foreign corporation or other form of entity for the transaction of business and,
where applicable, is in good standing under the Laws of each other jurisdiction in which it owns, manages, operates or leases properties
or conducts business so as to require such qualification.

 (ii)             Corporate
Power and Authority . InsuranceCo has the requisite power and authority to enter into, execute and deliver this Agreement and to perform
its obligations hereunder. InsuranceCo has taken all necessary corporate action required for the due authorization, execution, delivery
and performance by it of this Agreement.

 (iii)           Execution
and Delivery; Enforceability. This Agreement has been duly and validly executed and delivered by InsuranceCo and, assuming due and
valid execution and delivery by the Issuer and the Subscriber, constitutes its valid and binding obligation, enforceable against InsuranceCo
in accordance with its terms, except as such enforceability may be limited by general principles of equity, including principles of commercial
reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity).

 - 15 -

 (iv)           Ownership.
 As of the date of this Agreement, Issuer is the sole member of InsuranceCo. As of the date of this Agreement, other than the interests
held by Issuer, there is not outstanding, and there is not reserved for issuance, any (A) unit, share of capital stock or other voting
securities of InsuranceCo; (B) security of Issuer, InsuranceCo or any of their Affiliates convertible into or exchangeable or exercisable
for units, shares of capital stock or voting securities of InsuranceCo or its Subsidiaries; (C) option or other right to acquire
from Issuer, InsuranceCo or any of their Affiliates or obligation of Issuer, InsuranceCo or any of their Affiliates to issue, any units,
shares of capital stock, voting securities or security convertible into or exercisable or exchangeable for units, shares of capital stock
or voting securities of InsuranceCo or its Subsidiaries, as the case may be; or (D) equity equivalent interest in the ownership or
earnings of InsuranceCo or its Subsidiaries or other similar right, in each case to which Issuer, InsuranceCo or any of their Affiliates
is a party (the items in clauses (A) through (D) collectively, “ InsuranceCo Equity Securities ”). There is no outstanding
obligation of InsuranceCo to repurchase, redeem or otherwise acquire any InsuranceCo Equity Security and there is no unitholder agreement,
voting trust or other agreement or understanding to which InsuranceCo is a party or by which InsuranceCo is bound relating to the voting,
purchase, transfer or registration of any shares of units or other securities of InsuranceCo or preemptive rights with respect thereto.

 (v)           No
Conflict. The execution and delivery by InsuranceCo of this Agreement, the performance by InsuranceCo of its respective obligations
under this Agreement and compliance by InsuranceCo with all of the provisions hereof and thereof and the consummation of the Transaction,
(x) shall not conflict with, or result in a breach or violation of, any of the terms or provisions of, or constitute a default under,
or result in the acceleration of, or the creation of any Lien under, or give rise to any termination right under, any Contract to which
InsuranceCo or, to the Knowledge of InsuranceCo, any of InsuranceCo’s Subsidiaries is a party or by which any of their material
assets are subject or encumbered, (y) shall not result in any violation or breach of any terms, conditions or provisions of the certificate
of incorporation or bylaws of InsuranceCo, or, to the Knowledge of InsuranceCo, the comparable organizational documents of InsuranceCo’s
Subsidiaries, and (z) shall not conflict with or result in any violation or breach of, or any termination or impairment of any rights
under, any statute or any license, authorization, injunction, judgment, order, decree, rule or regulation of any court or governmental
agency or body having jurisdiction over InsuranceCo or, to the Knowledge of InsuranceCo, any of its Subsidiaries or any of their respective
properties or assets, except, in the case of each of clauses (x) and (z) above, for any such conflict, breach, acceleration, Lien,
termination, impairment, failure to comply, default or violation that would not, individually or in the aggregate, be reasonably expected
to have a Material Adverse Effect.

 (vi)           Consents
and Approvals. No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having
jurisdiction over InsuranceCo or, to the Knowledge of InsuranceCo, any of its Subsidiaries or any of their respective properties is required
for (A) the issuance, sale and delivery of the Purchased Shares and (B) the execution and delivery by InsuranceCo of this Agreement
and performance of and compliance by InsuranceCo with all of the provisions hereof and the consummation of the Transaction, except filings
required under, and compliance with the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder
and the Securities Act and the rules and regulations promulgated thereunder.

 (vii)         No
Material Adverse Effect. Since December 31, 2025, to the Knowledge of InsuranceCo, there has not occurred any event, fact or
circumstance that has had or would reasonably be expected to have, individually, or in the aggregate, a Material Adverse Effect.

 (viii)         No
Violation or Default; Licenses and Permits. InsuranceCo and, to the Knowledge of InsuranceCo, its Subsidiaries (A) are in compliance
with all Laws, statutes, ordinances, rules, regulations, orders, judgments and decrees of any court or governmental agency or body having
jurisdiction over InsuranceCo or any of its Subsidiaries or any of their respective properties, and (B) have not received written
notice of any alleged material violation of any of the foregoing except, in the case of each of clauses (A) and (B) above, for any
such failure to comply, default or violation that would not, individually or in the aggregate, be reasonably expected to have a Material
Adverse Effect. Each of InsuranceCo and, to the Knowledge of InsuranceCo, its Subsidiaries holds all material licenses, franchises, permits,
certificates of occupancy, consents, registrations, certificates and other governmental and regulatory permits, authorizations and approvals
required for the operation of the business as currently conducted by it and for the ownership, lease or operation of its material assets
except, in each case, where the failure to possess or make the same would not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect.

 - 16 -

 (ix)           Legal
Proceedings. There are no legal, governmental or regulatory investigations, actions, suits or proceedings pending or, to the Knowledge
of InsuranceCo, threatened against InsuranceCo or any of its Subsidiaries which, individually, if determined adversely to InsuranceCo
or any of its Subsidiaries, would reasonably be expected to have a Material Adverse Effect.

 (x)             Investment
Company Act. InsuranceCo is not, and, after giving effect to the Transaction and the application of the proceeds thereof, shall not
be required to register as an “investment company” or an entity “controlled” by an “investment company”
within the meaning of the Investment Company Act and the rules and regulations of the SEC thereunder.

 (xi)           Insurance.
 InsuranceCo maintains for itself and, to the Knowledge of InsuranceCo, its Subsidiaries insurance policies in those amounts and covering
those risks, as in its judgment, are reasonable for the business and assets of InsuranceCo and its Subsidiaries.

 (xii)           No
Unlawful Payments. No action is pending or, to the Knowledge of InsuranceCo, is threatened against InsuranceCo or, to the Knowledge
of InsuranceCo, any of its Subsidiaries or Affiliates, or any of their respective directors, officers, or employees resulting from any
(A) use of corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity,
(B) direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (C) violations
of any provision of the Foreign Corrupt Practices Act of 1977 or any other applicable local anti-bribery or anti-corruption Laws in any
relevant jurisdictions or (D) other unlawful payment, except in any such case, as would not reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect.

 (xiii)         No
Broker’s Fees. Neither InsuranceCo nor, to the Knowledge of InsuranceCo, any of its Subsidiaries is a party to any contract,
agreement or understanding with any Person that would give rise to a valid claim against InsuranceCo or any of its Subsidiaries for an
investment banking fee, finder’s fee or like payment in respect of the sale of the Purchased Shares contemplated by this Agreement.
Neither InsuranceCo nor any of its Subsidiaries is a party to any contract, agreement or understanding with any Person that would give
rise to a valid claim against the Subscriber for a brokerage commission, finder’s fee, investment banking fee or like payment in
connection with the Transaction.

 (d)           No
Other Representations or Warranties. Except for the representations and warranties made by InsuranceCo in this Section 4(c) ,
neither InsuranceCo nor any other Person makes any express or implied representation or warranty in this Agreement with respect to InsuranceCo
or its Subsidiaries or their respective business, operations, assets, liabilities, condition (financial or otherwise) or prospects, notwithstanding
the delivery or disclosure to the Subscriber or any other members of the Subscriber Group or their respective representatives of any documentation,
forecast or other information with respect to any one or more of the foregoing.

 - 17 -

 5.             Certain
Covenants .

 (a)             InsuranceCo
Common Units . As promptly as practicable after the date hereof, InsuranceCo will amend, restate or otherwise modify its operating
agreement, certificate of formation and any other governing documents to provide for the authorization, creation and issuance of membership
units representing the membership interests in InsuranceCo (the “ InsuranceCo Common Units ”). Such amendment, restatement
or modification shall (i) provide for the issuance of InsuranceCo Common Units to Issuer (which such InsuranceCo Common Units shall be
the only outstanding membership units of InsuranceCo at such time) and (ii) establish a total number of authorized InsuranceCo Common
Units sufficient to permit the full exchange of all outstanding Series A Preferred Stock into InsuranceCo Common Units in accordance with
the terms of this Agreement and the Certificate of Designations. InsuranceCo shall deliver to Subscriber true, correct, and complete copies
of all such amended governing documents promptly following the effectiveness of such amendment, restatement or modification. InsuranceCo
shall reserve and keep available, free from preemptive rights, rights of first refusal, pledges or other similar rights, a sufficient
number of InsuranceCo Common Units to permit the full exchange of all outstanding Series A Preferred Stock into InsuranceCo Common Units
in accordance with the terms of this Agreement and the Certificate of Designations.

 (b)           Acknowledgement .

 (i)            Each
of the Issuer and InsuranceCo covenants and agrees that it shall not, directly or indirectly, through any subsidiary, Affiliate or other
Person, take any action or enter into any transaction or series of related transactions that is intended to or is reasonably expected
to contravene, circumvent, avoid or materially impair the rights, preferences or protections of Subscriber or any other holder(s) of the
Series A Preferred Stock or the obligations of Issuer or InsuranceCo set forth in this Agreement, the Certificate of Designations or the
Registration Rights Agreement.

 (ii)           InsuranceCo
hereby acknowledges and agrees to the rights and covenants related to the exchange of Series A Preferred Stock into InsuranceCo Common
Units set forth in the Certificate of Designations, including in Sections 8, 9, 10 and 12 thereof. Consistent with terms and conditions
herein and in the Certificate of Designations, each of Issuer, InsuranceCo and Subscriber shall, and shall cause each of their respective
Subsidiaries to, and shall use reasonable best efforts to cause each of their respective Affiliates to, as applicable, promptly execute,
acknowledge and deliver such instruments, certificates and other documents and take such other action as may reasonably be required in
order to carry out any of the transactions set forth in the Certificate of Designations, including in Sections 8, 9, 10 and 12 thereof.

 (iii)          If,
pursuant to Section 10(c) of the Certificate of Designations, Issuer is obligated to repurchase an excess portion of the shares of the
Series A Preferred Stock requested to be exchanged by a holder of such Series A Preferred Stock, InsuranceCo shall, and Issuer shall request
and cause InsuranceCo to, in each case to the extent legally permissible, distribute or otherwise make available to the Issuer funds sufficient
to enable the Issuer to satisfy its repurchase obligation under the Certificate of Designations when due.

 (c)             Right
of First Refusal .

 (i)             For
as long as Subscriber holds shares of the Series A Preferred Stock or InsuranceCo Equity Securities, including InsuranceCo Common Units,
each of Issuer and InsuranceCo (each a “ ROFR Seller ”) hereby grants (and shall cause their Affiliates to similarly
provide) to Subscriber a right of first refusal (the “ Right of First Refusal ”) with respect to any Proposed Secondary
Sale of any InsuranceCo Equity Securities (including any instruments convertible into any InsuranceCo Equity Security).

 - 18 -

 (ii)             Notice
of Proposed Secondary Sale . Not less than thirty (30) days prior to any Proposed Secondary Sale to any third party, the applicable
ROFR Seller, shall deliver written notice (the “ ROFR Notice ”) to the Subscriber setting forth in reasonable detail:

 (A)             the
identity of the proposed purchaser of the InsuranceCo Equity Securities to be included in the Proposed Secondary Sale (the “ ROFR
Securities ”);

 (B)             the
purchase price (including form of consideration) (the “ ROFR Offered Terms ”);

 (C)             any
proposed transaction documentation with respect to the Proposed Secondary Sale; and

 (D)             such
other information as the applicable ROFR Seller determines is reasonably necessary for Subscriber to evaluate the Proposed Secondary Sale,
provided that Subscriber shall have the right to reasonably request any additional information to evaluate the Proposed Secondary Sale,
and the ROFR Seller shall use commercially reasonable efforts to provide responsive materials to such requests.

 (iii)           Exercise
of ROFR . The Subscriber shall have twenty (20) days following the receipt of the ROFR Notice (the “ Exercise Period ”)
to elect, by written notice to the applicable ROFR Seller, to purchase any or all of the ROFR Securities on the same terms and conditions
as set forth in the ROFR Offered Terms. If the Subscriber timely delivers such written notice of election, the parties shall be obligated
to consummate the purchase and sale of the ROFR Securities in accordance with the ROFR Offered Terms within sixty (60) days following
the end of the Exercise Period (or such longer time as may be required to obtain any necessary regulatory approvals or consents).

 (iv)           Lapse
of ROFR . If the Subscriber does not elect to exercise the Right of First Refusal within the Exercise Period, or if the Subscriber
does not purchase all of the ROFR Securities, the applicable ROFR Seller shall be free to consummate the Proposed Secondary Sale on terms
and conditions no more favorable to the proposed purchaser than those set forth in the ROFR Notice; provided that such Proposed
Secondary Sale is consummated within ninety (90) days following the expiration of the Exercise Period. If such Proposed Secondary Sale
is not consummated within such ninety (90)-day period, the ROFR Securities shall again become subject to the Right of First Refusal as
set forth herein.

 (v)           In the
event the exercise of the Right of First Refusal would cause Subscriber to exceed the Ownership Cap (as defined in the Certificate of
Designations), the Proposed Secondary Sale described in the ROFR Notice shall require the consent of a majority-in-interest of the holders
of the Series A Preferred Stock.

 (vi)           Specific
Performance . The parties acknowledge that the Right of First Refusal is unique and that a breach of this Section 5(d) would
cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, the Subscriber shall be entitled to seek
specific performance and injunctive or other equitable relief as a remedy for any such breach, without the requirement of posting a bond
or other security, and Issuer agrees to take such actions as are reasonably necessary to cause any ROFR Seller and its Affiliates to comply
with the terms hereof.

 - 19 -

 (vii)         For
the avoidance of doubt, any secondary sale of InsuranceCo Equity Securities (or any rights, options, warrants or other instruments convertible
into, exchangeable for or otherwise exercisable for equity interests), or any transaction having substantially similar economic effect
(including through joint ventures, structured financings, synthetic equity arrangements, or issuances by Subsidiaries or Affiliates),
shall be deemed to be subject to the Right of First Refusal for purposes of this Section 5(d) .

 6.             Miscellaneous .

 (a)           Notices .
Any notice or other communication required or permitted to be given hereunder will be in writing and will be deemed to have been duly
given if delivered by prepaid first-class mail, by email or other means of electronic communication or by hand-delivery and addressed
as follows:

 if to the Issuer, to:

Howard Hughes Holdings Inc.

9950 Woodloch Forest Drive, Suite 1100

The Woodlands, Texas 77380

 Attention:
 Joseph Valane

 Email:
 generalcounsel@howardhughes.com

 with a copy (which shall not constitute notice) to:

 Jones Day

 250 Vesey Street

 New York, New York 10281

 Attention:
 Andrew M. Levine

 Email:
 amlevine@jonesday.com

 and to:

 Jones Day

 1221 Peachtree Street N.E., Suite 400

 Atlanta, Georgia 30361

 Attention:
 Joel T. May

 Email:
 jtmay@jonesday.com

 if to the Subscriber, to:

 Pershing Square Holdings, Ltd.

787 Eleventh Avenue

New York, New York 10019

 Attention:
 Chief Legal Officer

 Email:
 legal@persq.com

 - 20 -

 with a copy (which shall not constitute notice) to:

 Sullivan & Cromwell LLP

125 Broad Street

New York, New York 10004

 Attention:
 Scott D. Miller

 Ken Li

 Email:
 millersc@sullcrom.com

 liken@sullcrom.com

 if to InsuranceCo, to:

 Howard Hughes Insurance Holdings, LLC

9950 Woodloch Forest Drive, Suite 1100

The Woodlands, Texas 77380

 Attention:
 Joseph Valane

 Email:
 generalcounsel@howardhughes.com

 (b)             Confidentiality .
Each Party shall keep confidential any and all non-public information, written or oral, obtained by it in connection with the negotiation,
execution, delivery and performance of this Agreement, the Certificate of Designations, or in connection with the Transaction (“ Confidential
Information ”) and shall not use Confidential Information except in furtherance of its duties or performance of its obligations
and exercise of its rights under this Agreement, the Certificate of Designations, or any other agreement among the Parties or disclose
Confidential Information, in whole or in part, to any Person other than (i) to officers, directors, employees, agents, representatives
and advisors of the Parties and their Affiliates who need to know such Confidential Information for the purpose of rendering services
hereunder (“ Permitted Disclosure Parties ”), (ii) as required by law, rule, regulation or legal process to which the
Party or any Person to whom disclosure is permitted hereunder or (iii) otherwise with the consent of the other Parties. Each Party agrees
to inform each of their Permitted Disclosure Parties of the non-public nature of the Confidential Information. Nothing herein shall prevent
the Parties from disclosing Confidential Information (A) upon the order of any court or administrative agency, (B) upon the request or
demand of, or pursuant to any law or regulation to, any regulatory agency or authority, (C) to the extent reasonably required in connection
with the exercise of any remedy hereunder or (D) to its legal counsel or independent auditors; provided , however , that with
respect to clauses (A) and (B), it is agreed that, so long as not legally prohibited, the Party required to disclose will promptly provide
the other Parties with written notice of such order, request or demand so that the other Parties may seek, at their sole expense, an appropriate
protective order and/or waive compliance with the provisions of this Agreement. Notwithstanding the foregoing, each Party shall not be
required to provide notice or seek consent to disclose any Confidential Information in connection with a routine regulatory or self-regulatory
examination or audit by, or blanket request from, a regulatory, self-regulatory or Governmental Entity that is not specifically targeted
at the other Parties or this Agreement, or with respect to the filing of this Agreement or the Certificate of Designations with the SEC.
If, failing the entry of a protective order or the receipt of a waiver hereunder, a Party is required to disclose Confidential Information,
the Party may, without liability hereunder, disclose only that portion of such information that is legally required to be so disclosed;
 provided that the disclosing Party agrees to exercise its reasonable best efforts to obtain reliable assurance that confidential
treatment will be accorded such information. Notwithstanding any provision herein to the contrary, each of the following shall be deemed
to be excluded from provisions hereof: any Confidential Information that (x) is available to the public from a source other than the Parties
or (y) is obtained by the Party from a third party which, to the best of the Party’s knowledge, does not constitute a breach by
such third party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Section
6(b) shall survive the expiration or earlier termination of this Agreement for a period of one (1) year.

 - 21 -

 (c)             Assignment .
Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated by any party
hereto without the prior written consent of the other parties, provided that this Agreement shall be binding upon, shall inure to the
benefit of, and shall be enforceable by the parties hereto and their successors and permitted assigns and the Subscriber may assign its
rights in Section 5 to any Person to whom the Subscriber transfers any of its shares of the Series A Preferred Stock in accordance
with the terms of the Certificate of Designations; provided further that, without the consent of the other parties, the Subscriber
may assign its rights, interests and obligations under this Agreement to any Affiliate of the Subscriber provided that no such assignment
to an Affiliate shall relieve the Subscriber of any of its obligations under this Agreement.

 (d)             Governing
Law . THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE. EACH OF THE PARTIES
HEREBY AGREES THAT ANY SUIT, ACTION OR PROCEEDING SEEKING TO ENFORCE ANY PROVISION OF, OR BASED ON ANY MATTER ARISING OUT OF OR IN CONNECTION
WITH, THIS AGREEMENT (WHETHER BROUGHT BY ANY PARTY OR ANY OF ITS AFFILIATES OR AGAINST ANY PARTY OR ANY OF ITS AFFILIATES) SHALL BE BROUGHT
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE (OR IN THE EVENT, BUT ONLY IN THE EVENT, THAT SUCH COURT DOES NOT HAVE SUBJECT MATTER
JURISDICTION OVER SUCH ACTION OR PROCEEDING, THE SUPERIOR COURT OF THE STATE OF DELAWARE (COMPLEX COMMERCIAL DIVISION) OR, IF SUBJECT
MATTER JURISDICTION OVER THE ACTION OR PROCEEDING IS VESTED EXCLUSIVELY IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA, THE UNITED
STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE) AND EACH OF THE PARTIES IRREVOCABLY SUBMITS TO THE JURISDICTION OF, AND VENUE IN,
SUCH COURTS AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS.

 (e)             Certain
Remedies . The parties agree that irreparable damage would occur in the event that any provisions of this Agreement were not performed
in accordance with their specific terms. It is accordingly agreed that each of the parties shall be entitled to an injunction or injunctions
(without necessity of proving damages or posting a bond or other security) to prevent breaches of this Agreement, and to enforce specifically
the terms and provisions of this Agreement, in addition to any other applicable remedies at law or equity.

 (f)             Waiver
of Jury Trial . EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED
AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY ACTIONS, SUITS, DEMAND LETTERS, JUDICIAL, ADMINISTRATIVE OR REGULATORY PROCEEDINGS, OR HEARINGS, NOTICES OF VIOLATION OR
INVESTIGATIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) SUCH
PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER AND (B) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY.

 (g)           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.
Unless the context otherwise requires, as used in this Agreement: (i) “or” shall mean “and/or”; (ii) “including”
and its variants mean “including, without limitation” and its variants; (iii) words defined in the singular have the
parallel meaning in the plural and vice versa; (iv) references to “written” or “in writing” include in visual
electronic form; (v) words of one gender shall be construed to apply to each gender; and (vi) the term “Section”
refers to the specified Section of this Agreement.

 - 22 -

 (h)           Entire
Agreement . This Agreement, the Certificate of Designations, the Equity Commitment Letter and the Registration Rights Agreement constitute
the entire agreement of the parties and their Affiliates with respect to the subject matter of this Agreement and supersede all prior
and contemporaneous agreements, arrangements or understandings, whether written or oral, among the parties and their Affiliates with respect
to the subject matter of this Agreement.

 (i)             Severability .
The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the
validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any Person
or entity or any circumstance, is found to be invalid or unenforceable in any jurisdiction, (a) a suitable and equitable provision
shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or
unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other Persons, entities
or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the
validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

 (j)             Expenses .
All costs and expenses, including fees and disbursements of counsel, financial advisers and accountants, incurred in connection with this
Agreement and the Transaction shall be paid by the Person incurring such costs and expenses, provided that the Issuer shall bear
all reasonable and documented out-of-pocket expenses incurred by the Subscriber or any Affiliate thereof in connection with the Transaction,
all of which shall be attributed to this Section ‎6(j) notwithstanding any other agreement between the Issuer and the
Subscriber or any Affiliate thereof, up to a maximum of $4,500,000 (the “ Expense Cap ”); provided further, that
this Section 6(j) shall have no impact on expenses incurred by the Subscriber or its Affiliates and reimbursable pursuant to other
agreements between Subscriber or its Affiliates, on one hand, and Issuer or its Affiliates, on the other hand, in connection with the
Acquisition as a series of transactions distinct from the Transaction (e.g., costs relating to the acquisition of Vantage Group Holdings
Ltd. as opposed to costs relating to the purchase of Series A Preferred Stock). Notwithstanding the foregoing, expenses incurred by the
Subscriber or any Affiliate thereof in connection with participating in or facilitating the Issuer’s or InsuranceCo’s regulatory
filings shall not count towards the Expense Cap.

 (k)             Waivers
and Amendments of this 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. No delay on the part of any party in exercising any right, power or privilege pursuant to this
Agreement shall operate as a waiver thereof, nor shall any waiver on the part of any party of any right, power or privilege pursuant to
this Agreement, nor shall any single or partial exercise of any right, power or privilege pursuant to this Agreement, preclude any other
or further exercise thereof or the exercise of any other right, power or privilege pursuant to this Agreement. The rights and remedies
provided pursuant to this Agreement are cumulative and are not exclusive of any rights or remedies which any party otherwise may have
at law or in equity.

 - 23 -

 (l)             Investigations .
The respective agreements, representations, warranties and other statements of the Issuer, the Subscriber and InsuranceCo, 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 Subscriber or any controlling Person of
the Subscriber, or the Issuer, or any officer or director or controlling Person of the Issuer, or InsuranceCo, or any officer or director
or controlling Person of InsuranceCo and shall survive delivery of and payment for the Purchased Shares.

 (m)           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.

 (n)           Further
Assurances . Upon the terms and subject to the conditions herein, each of the parties hereto agrees to use commercially reasonable
efforts to take or cause to be taken all action, and to do or cause to be done, and to assist and cooperate with the other party in doing,
all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the transactions contemplated
by this Agreement. Within thirty (30) days after the date hereof, the Subscriber shall deliver to the Issuer and InsuranceCo a duly completed
and signed applicable IRS Form W-8 from each of Subscriber and any designee(s) who are issued Purchased Shares in accordance with this
Agreement.

 [ Signature page follows ]

 - 24 -

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

 HOWARD HUGHES HOLDINGS INC.

 By:

 Name:
 David
 O’Reilly

 Title:
 Chief Executive Officer

 PERSHING SQUARE HOLDINGS, LTD.

 By:

 Name:
 Rupert
 Morley

 Title:
 Director

 HOWARD HUGHES INSURANCE HOLDINGS, LLC

 By:

 Name:
 David O’Reilly

 Title:
 Chief Executive Officer

 [ Signature
Page to Subscription Agreement ]

 Schedule 1

ISSUER KNOWLEDGE PARTIES

   

 1. Carlos
 Olea

 2. David
 O’Reilly

 3. Joseph
 Valane

 Schedule 1

INSURANCECO KNOWLEDGE PARTIES

 1. Carlos Olea

 2. David O’Reilly

 3. Joseph Valane

 Annex A

 “ Acquisition ” has the meaning
assigned thereto in the Recitals.

 “ Adequate Reserves ” has the
meaning assigned thereto in Section ‎4(a)(xx)(A) .

 “ Affiliate ” of any particular
Person means any other Person controlling, controlled by or under common control with such particular Person. For the purposes of this
definition, “ control ” means the possession, directly or indirectly, of the power to direct the management and policies
of a Person whether through the ownership of voting securities, contract or otherwise.

 “ Agreement ” has the meaning
assigned thereto in the Preamble.

 “ Board ” means the board of directors
of the Issuer.

 “ Certificate of Designations ”
has the meaning assigned thereto in the Recitals.

 “ Closing ” has the meaning assigned
thereto in the Recitals.

 “ Code ” has the meaning assigned
thereto in Section ‎4(a)(xv)(A) .

 “ Confidential Information ” has
the meaning assigned thereto in Section 6(b) .

 “ Contract ” means any agreement,
lease, license, evidence of indebtedness, mortgage, indenture, security agreement or other contract.

 “ Encumbrances ” has the meaning
assigned thereto in Section ‎4(a)(xx)(A) .

 “ Environmental Laws ” has the
meaning assigned thereto in Section ‎4(a)(xiv) .

 “ Equity Commitment ” has the
meaning assigned thereto in the Recitals.

 “ Equity Commitment Letter ” has
the meaning assigned thereto in the Recitals.

 “ ERISA ” means the Employee Retirement
Income Security Act of 1974, as amended.

 “ Exchange Act ” means the Securities
Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations of the SEC promulgated thereunder, all
as the same may be amended and shall be in effect from time to time.

 “ Exchange Notice ” means “Exchange
Notice” as defined in the Certificate of Designations.

 “ Exercise Period ” has the meaning
assigned thereto in Section ‎5(c)(iii) .

 “ Expense Cap ” has the meaning
assigned thereto in Section 6(j) .

 “ GAAP ” means generally accepted
accounting principles in the United States.

 “ Governmental Entity ” means
any (i) nation, region, state, province, county, city, town, village, district or other jurisdiction, (ii) federal, state, local,
municipal, foreign or other government, (iii) governmental or quasi-governmental authority of any nature (including any governmental
agency, branch, department, court or tribunal, or other entity), (iv) multinational organization or body or (v) body entitled
to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature or any
other self-regulatory organizations.

 A- 1

 “ Hazardous Materials ” has the
meaning assigned thereto in Section ‎4(a)(xiv) .

 “ Indebtedness ” means, with respect
to a Person without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred
purchase price of property (other than trade payables and accrued expenses incurred in the ordinary course of such Person’s business),
(c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, trust preferred shares, trust preferred
units and other preference instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement
with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in
the event of default are limited to repossession or sale of such property), (e) all obligations in respect of capital leases under GAAP
of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party or applicant under acceptance, letter
of credit, surety bond or similar facilities, (g) the monetary obligations of a Person under (x) a so-called synthetic, off-balance sheet
or tax retention lease, or (y) an agreement for the use or possession of property creating obligations that do not appear on the balance
sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person
(without regard to accounting treatment), (h) guaranties of such Person with respect to obligations of the type described in clauses (a)
through (g) above, (i) all obligations of other Persons of the kind referred to in clauses (a) through (h) above secured by any Lien on
property owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation, (j) the net
obligations of such Person in respect of hedge agreements and swaps and (k) any obligation that, in accordance with GAAP, would be required
to be reflected as debt on the consolidated balance sheet of such Person.

 “ InsuranceCo ” has the meaning
assigned thereto in the Preamble.

 “ InsuranceCo Common Units ” means,
as applicable at such time, either the membership interests or the common units of InsuranceCo.

 “ InsuranceCo Disclosure Letter ”
has the meaning assigned thereto in Section 4(c) .

 “ InsuranceCo Equity Securities ”
has the meaning assigned thereto in Section 4(c)(iv) .

 “ Investment Company Act ” means
the Investment Company Act of 1940, as amended.

 “ Issuer ” has the meaning assigned
thereto in the Preamble.

 “ Issuer Benefit Plan ” means
each “employee benefit plan” within the meaning of Section 3(3) of ERISA and each other stock purchase, stock option, restricted
stock, severance, retention, employment, consulting, change-of-control, collective bargaining, bonus, incentive, deferred compensation,
employee stock purchase plan, employee loan, fringe benefit and other benefit plan, agreement, program, policy, commitment or other arrangement,
whether or not subject to ERISA (including any related funding mechanism now in effect or required in the future), whether formal or informal,
oral or written, in each case sponsored or maintained by the Issuer or any of the Issuer Subsidiaries for the benefit of any past or present
director, officer, employee, consultant or independent contractor of the Issuer or any of the Issuer Subsidiaries has any present or future
right to benefits.

 “ Issuer Disclosure Letter ” has
the meaning assigned in Section 4(a) .

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 “ Issuer Equity Securities ” has
the meaning assigned thereto in Section 4(a)(iv) .

 “ Issuer Foreign Plan ” has the
meaning assigned thereto in Section 4(a)(xv)(C) .

 “ Issuer Ground Lease Property ”
means any Issuer Property having a fair market value (in the reasonable determination of the Issuer) in excess of $25,000,000 which is
leased by a Subsidiary of the Issuer as tenant pursuant to a ground lease.

 “ Issuer Mortgage Loans ” means
all loans and other indebtedness secured by a mortgage, deed of trust, deed to secure debt or indemnity deed of trust in Issuer Property.

 “ Issuer Non-Controlling Property ”
means an Issuer Property that is owned by a Joint Venture in which neither the Issuer nor any Issuer Subsidiary is a controlling entity.
For purposes of this definition, the term “control” shall mean, possession, directly or indirectly, of the power to direct
the management and policies of a Person whether through the ownership of voting securities, contract or otherwise; provided, however,
that the rights of any Person to exercise Major Decision Rights under a Joint Venture shall not constitute or be deemed to constitute
 “control” for the purposes hereof. For purposes of this definition, the term “Major Decision Rights” shall mean,
the right to, directly or indirectly, approve, consent to, veto or exercise a vote in connection with a Person’s voting or other
decision-making authority in respect of the collective rights, options, elections or obligations of such Person under the governing documents
of a Joint Venture.

 “ Issuer Payment Obligations ”
has the meaning assigned thereto in the Recitals.

 “ Issuer Properties ” means, where
context requires, all Issuer Properties collectively.

 “ Issuer Property ” means an individual
material real property asset owned or leased (as lessee), directly or indirectly, in whole or in part, by the Issuer and/or any Issuer
Subsidiary that is not an Issuer Non-Controlling Property and has a fair market value (in the reasonable determination of the Issuer)
in excess of $25,000,000.

 “ Issuer SEC Reports ” has the
meaning assigned thereto in ‎Section 4(a)(viii)(A) .

 “ Issuer Subsidiary ” means any
Subsidiary of Issuer, other than InsuranceCo and InsuranceCo’s direct and indirect Subsidiaries.

 “ Joint Venture ” means a Subsidiary
of the Issuer which is owned partly by another Subsidiary of the Issuer and partly by a third party.

 “ Knowledge ” of (x) the Issuer
means the actual knowledge, as of the date of this Agreement, of the individuals listed in Schedule 1 to this Agreement; (y)
InsuranceCo means the actual knowledge, as of the date of this Agreement, of the individuals listed in Schedule 2 to this
Agreement.

 “ Law ” means any statutes, laws
(including common law), rules, ordinances, regulations, codes, orders, judgments, decisions, injunctions, writs, decrees, applicable to
the Issuer, the Subscriber or any of their respective Affiliates, as applicable, or their respective properties or assets.

 “ Lien ” means, with respect to
any property or asset, any mortgage, lien, pledge, charge, security interest, encumbrance or other adverse claim of any kind, charge,
deed of trust, assignment, hypothecation, transfer restriction, adverse claim, option, right of first offer, right of first refusal, condition,
conditional title agreement, title retention agreement, title defect (or similar irregularity), lease, sublease, license, easement, encroachment
rights of way or other encumbrance or restriction of similar nature in respect of such property or asset.

 A- 3

 “ Material Adverse Effect ” means
any change, event or occurrence that:

 (i)             has
a material adverse effect on the business, results of operations or financial condition of the Issuer or InsuranceCo, as applicable, and
its direct and indirect Subsidiaries taken as a whole, other than changes, events or occurrences arising out of, resulting from or attributable
to:

 (1)            any change, development,
event or occurrence arising out of or relating to economic conditions generally or capital and financial markets generally, including
(A) changes in interest or exchange rates and corresponding changes in the value of the investment assets of Issuer and its Subsidiaries
resulting therefrom, and (B) the impact of increased tariffs and trade disruptions,

 (2)            any change, development,
event or occurrence affecting the industry in which the Issuer and its Subsidiaries operate,

 (3)            changes in Law
or regulation or in generally accepted accounting principles or in accounting standards, or changes in general legal, regulatory or political
conditions applicable to the Issuer or InsuranceCo, as applicable;

 (4)            the negotiation,
execution, announcement or performance of any agreement between the Issuer and/or its Affiliates or InsuranceCo and/or its Affiliates,
as applicable, on the one hand, and the Subscriber and/or its Affiliates, on the other hand, or the consummation of the Transaction contemplated
hereby, including the impact thereof on relationships, contractual or otherwise, with tenants, customers, suppliers, distributors, partners
or employees, or any litigation or claims arising from allegations of breach of fiduciary duty or violation of Law or otherwise, related
to the execution or performance of this Agreement or the Transaction contemplated hereby;

 (5)            acts of war, sabotage
or terrorism, or any escalation or worsening of any such acts of war, sabotage or terrorism threatened or underway as of the date of this
Agreement;

 (6)            earthquakes, hurricanes,
tornadoes or other natural disasters;

 (7)            any action taken
by the Issuer or the Issuer Subsidiaries or InsuranceCo or its Subsidiaries, as applicable, to comply with its obligations under any agreement
between the Issuer and/or its Affiliates or InsuranceCo and/or its Affiliates, on the one hand, and the Subscriber and/or its Affiliates,
on the other hand; or

 (8)            in each case in
and of itself, any decline in the market price, or change in trading volume, of the capital stock or debt securities of the Issuer or
InsuranceCo, as applicable, or any direct or indirect Subsidiary thereof, or any failure to meet publicly announced or internal revenue
or earnings projections, forecasts, estimates or guidance for any period, whether relating to financial performance or business metrics,
including, without limitation, revenues, net operating incomes, cash flows or cash positions, it being further understood that any event,
change, development, effect or occurrence giving rise to such decline in the trading price or trading volume of the capital stock or debt
securities of the Issuer or InsuranceCo, as applicable, or such failure to meet internal projections or forecasts as described in this
preceding clause (8), as the case may be, may be the cause of a Material Adverse Effect;

 A- 4

 except, in the case of clauses (1) and (2), to the extent
such changes or events have a disproportionate adverse effect on the Issuer and the Issuer Subsidiaries or InsuranceCo and its Subsidiaries,
as applicable, taken as a whole, as compared to other entities that engage in master planned communities development throughout the United
States, or

 (ii)            materially
impairs the ability of the Issuer or InsuranceCo, as applicable to consummate the Transaction contemplated by this Agreement or perform
its obligations hereunder or under the other agreements executed in connection with the Transaction.

 “ Material Contract ” means, with
respect to the Issuer and the Issuer Subsidiaries, any:

 (i)             Contract
that would be considered a material contract pursuant to Item 601(b)(10) of Regulation S-K promulgated by the SEC, had the Issuer been
the registrant referred to in such regulation; or

 (ii)            Contract
for capital expenditures, the future acquisition or construction of fixed assets or the future purchase of materials, supplies or equipment
that provides for the payment by the Issuer or its Subsidiaries of more than $25,000,000 and is not terminable by the Issuer or any Issuer
Subsidiary by notice of not more than sixty (60) days for a cost of less than $10,000,000.

 “ PBGC ” has the meaning assigned
thereto in Section ‎4(a)(xv)(B) .

 “ Per Share Purchase Price ” has
the meaning assigned thereto in Section 1 .

 “ Permitted Disclosure Parties ”
has the meaning assigned thereto in Section 6(b) .

 “ Permitted Title Exceptions ”
has the meaning assigned thereto in Section ‎4(a)(xx)(A) .

 “ Person ” means an individual,
a group (including a “group” under Section 13(d) of the Exchange Act), a partnership, a corporation, a limited liability
company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a Governmental Entity or
any department, agency or political subdivision thereof.

 “ Proposed Secondary Sale ” means
any direct or indirect sale, assignment, transfer, conveyance, pledge, hypothecation, encumbrance, or other disposition of outstanding
InsuranceCo Equity Securities (or any interest therein), whether by operation of law or otherwise, by a current holder (other than the
Subscriber or its Affiliates) to any Person other than an Affiliate of Subscriber, Issuer or InsuranceCo.

 “ Purchase Agreement ” has the
meaning assigned thereto in the Recitals.

 “ Purchase Price ” has the meaning
assigned thereto in Section 1 .

 “ Purchased Shares ” has the meaning
assigned thereto in Section 1 .

 “ Registration Rights Agreement ”
means that Registration Rights Agreement, dated as of the date hereof, by and among the Issuer, InsuranceCo and Subscriber, as set forth
in Annex D hereto.

 “ Right of First Refusal ” has
the meaning assigned thereto in Section 5(d)(i) .

 A- 5

 “ ROFR Notice ” has the meaning
assigned thereto in Section ‎5(d)(ii) .

 “ ROFR Offered Terms ” has the
meaning assigned thereto in Section ‎5(d)(ii)(B) .

 “ ROFR Securities ” has the meaning
assigned thereto in Section ‎5(d)(ii)(A) .

 “ SEC ” means the Securities and
Exchange Commission.

 “ Securities Act ” has the meaning
assigned thereto in the Preamble.

 “ Series A Preferred Stock ” means
the Series A Non-Voting Exchangeable Perpetual Preferred Stock of the Issuer, par value $0.01 per share, which shall include the Purchased
Shares as well as any additional shares of Series A Non-Voting Exchangeable Perpetual Preferred Stock the Subscriber holds from time to
time.

 “ Subscriber ” has the meaning
assigned thereto in the Preamble.

 “ Subscriber Group ” means the
Subscriber, Pershing Square Capital Management, L.P. and their respective Affiliates, including the investment funds managed by one or
more Affiliates of the Subscriber (for the avoidance of doubt, including as of the date hereof Pershing Square Inc., Pershing Square USA,
Ltd., Pershing Square International, Ltd. and Pershing Square, L.P.).

 “ Subscription Closing ” has the
meaning assigned thereto in Section 2(a) .

 “ Subscription Closing Date ”
means the date hereof.

 “ Subsidiary ” means, with respect
to a Person, (i) a corporation a majority of whose capital stock with voting power, under ordinary circumstances, to elect a majority
of the directors is at the time, directly or indirectly, owned by such Person, by a Subsidiary of such Person, or by such Person and one
or more Subsidiaries of such Person, (ii) a partnership in which such Person or a Subsidiary of such Person is, at the date of determination,
a general partner of such partnership, (iii) a limited liability company of which such Person, or a Subsidiary of such Person, is
a managing member or (iv) any other Person (other than a corporation) in which such Person, a Subsidiary of such Person or such Person
and one or more Subsidiaries of such Person, directly or indirectly, at the date of determination thereof, has (x) at least a majority
ownership interest or (y) the power to elect or direct the election of a majority of the directors or other governing body of such
Person.

 “ Tax Protection Agreements ”
means any written agreement to which a Person or any of its Subsidiaries is a party pursuant to which in connection with the deferral
of income Taxes of a holder of interests in the Person or any of its Subsidiaries, the Person or any such Subsidiary has agreed to (i)
maintain a minimum level of Indebtedness or continue any particular Indebtedness, (ii) retain or not dispose of assets for a period of
time that has not since expired, (iii) make or refrain from making Tax elections and/or (iv) only dispose of assets in a particular manner.

 “ Tax Return ” means any return,
declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto,
and including any amendment thereof, including, where permitted or required, combined or consolidated returns for any group of entities
that include a Person or any of its Subsidiaries.

 “ Taxes ” has the meaning assigned
thereto in Section ‎4(a)(xxi)(A) .

 A- 6

 “ Tranche ” means “Tranche”
as defined in the Certificate of Designations.

 “ Transaction ” has the meaning
assigned thereto in the Recitals.

 “ Voting Proxy Agreement ” means
the Voting Proxy Agreement, dated as of the date hereof set forth in Annex C hereto.

 A- 7

 Annex B

 Certificate of Designations

 B- 1

 Annex C

 Voting Proxy Agreement

 C- 1

 Annex D

 Registration Rights Agreement

 D- 1

  

 REGISTRATION
RIGHTS AGREEMENT

  

 THIS REGISTRATION RIGHTS AGREEMENT, dated as of
June 4, 2026 (this “ Agreement ”), is entered into by and among Pershing Square Holdings, Ltd., a limited company
organized under the laws of Guernsey (the “ Purchaser ”), Howard Hughes Holdings Inc., a Delaware corporation (the “ Company ”)
and Howard Hughes Insurance Holdings, LLC, a Delaware limited liability company (the “ InsuranceCo ”).

  

 RECITALS

  

 WHEREAS, Purchaser has, pursuant to the terms of
that certain Subscription Agreement, dated as of the date thereof, by and between the Purchaser, Company and InsuranceCo (the “ Subscription
Agreement ”), agreed, among other things, to purchase one hundred forty thousand (140,000) shares of the Series A Non-Voting
Exchangeable Perpetual Preferred Stock, par value $0.01 per share, of the Company (the “ Series A Preferred Stock ”);

  

 WHEREAS, the Series A Preferred Stock is,
in specified circumstances, exchangeable into a number of common units of InsuranceCo (the “ InsuranceCo Common Units ”),
subject to the terms and conditions of the Certificate of Designations of Series A Preferred Stock, dated as of the date hereof (the
 “ Certificate of Designations ”) and the Subscription Agreement (such exchange, the “ InsuranceCo Exchange ”);

  

 WHEREAS, the Company and the Purchaser desire to
define certain registration rights with respect to the InsuranceCo Common Units and certain other securities on the terms and subject
to the conditions herein set forth in order to assure that the InsuranceCo Common Units shall, following the InsuranceCo Exchange, be
freely transferable by the Holder in accordance with applicable laws; and

  

 NOW, THEREFORE, in consideration of the foregoing
premises and for other good and valuable consideration, the parties hereby agree as follows:

  

 Section 1.
 DEFINITIONS

  

 As used in this Agreement, the following terms
have the respective meanings set forth below:

  

 “ Affiliate ” of any particular
Person shall mean any other Person controlling, controlled by or under common control with such particular Person. For the purposes of
this definition, “ control ” shall mean the possession, directly or indirectly, of the power to direct the management
and policies of a Person whether through the ownership of voting securities, contract or otherwise;

  

 “ Agreement ” shall have the meaning
set forth in the Preamble hereto;

  

 “ Business Day ” shall mean any
day other than (i) a Saturday, (ii) a Sunday, or (iii) any day on which commercial banks in New York, New York are required
or authorized to close by law or executive order;

  

 D- 2

  

 “ Certificate of Designations ”
shall have the meaning set forth in the Recitals hereto;

  

 “ Company ” shall have the meaning
set forth in the Preamble hereto;

  

 “ Demand Notice ” shall have the
meaning set forth in Section 2.1(a)  hereof;

  

 “ Exchange ” shall mean the New
York Stock Exchange, the Nasdaq Stock Market or any successor to any of the foregoing.

  

 “ Exchange Act ” shall mean the
Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations of the SEC promulgated
thereunder, all as the same may be amended and shall be in effect from time to time;

  

 “ FINRA ” shall mean the Financial
Industry Regulatory Authority;

  

 “ Holder ” shall mean any holder
of Series A Preferred Stock or Registrable Securities subject to this Agreement, solely in their capacity as such, including Permitted
Assignees;

  

 “ Indemnified Party ” shall have
the meaning set forth in Section 2.7(c)  hereof;

  

 “ Indemnifying Party ” shall have
the meaning set forth in Section 2.7(c)  hereof;

  

 “ Initiating Holder(s) ” shall
mean any Holder, with respect to the Registrable Securities as to which such Holder submits a Demand Notice pursuant to Section 2.1
hereof;

  

 “ InsuranceCo ” shall have the
meaning set forth in the Preamble hereto;

  

 “ InsuranceCo Common Units ” shall
have the meaning set forth in the Recitals hereto;

  

 “ InsuranceCo Exchange ” shall
have the meaning set forth in the Recitals hereto;

  

 “ Issuer Free Writing Prospectus ”
shall mean an “Issuer Free Writing Prospectus”, as defined in Rule 433 under the Securities Act, relating to an offer
of Registrable Securities;

  

 “ Losses ” shall have the meaning
set forth in Section 2.7(a)  hereof;

  

 “ Other Unitholders ” shall have
the meaning set forth in Section 2.1(c)  hereof;

  

 “ Participating Holders ” shall
mean Holders participating in the Registration relating to the Registrable Securities;

  

 “ Permitted Assignee ” shall have
the meaning set forth in Section 3.5 hereto;

  

 “ Person ” shall mean an individual,
a group (including a “group” under Section 13(d) of the Exchange Act), a partnership, a corporation, a limited liability
company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a government or agency or
political subdivision thereof;

  

 D- 3

  

 “ Prospectus ” shall mean the
prospectus (including any preliminary, final or summary prospectus) included in any Registration Statement, all amendments and supplements
to such prospectus and all other material incorporated by reference in such prospectus;

  

 “ Purchasers ” shall have the
meaning set forth in the Preamble hereto;

  

 “ Qualifying Employee Unit ” shall
mean (i) rights and options issued in the ordinary course of business under employee benefits plans of InsuranceCo or any predecessor
or otherwise to executives in compensation arrangements approved by the Board of Directors of InsuranceCo or any predecessor and any securities
issued after the date hereof upon exercise of such rights and options and options issued to employees of InsuranceCo or any predecessor
as a result of adjustments to options in connection with the reorganization of InsuranceCo or any predecessor and (ii) restricted
securities and restricted units issued after the date hereof in the ordinary course of business under employee benefit plans and securities
issued after the date hereof in settlement of any such restricted units;

  

 “ Register ”, “ Registered ”
and “ Registration ” shall mean a registration effected by preparing and (i) filing a Registration Statement in
compliance with the Securities Act (and any post-effective amendments filed or required to be filed) and the declaration or ordering of
effectiveness of such Registration Statement, or (ii) filing a Prospectus and/or prospectus supplement in respect of an appropriate
effective Registration Statement;

  

 “ Registrable Securities ” shall
mean:

  

 (i) any shares of InsuranceCo Common Units acquired or held by the Purchaser on or after the date of the InsuranceCo Exchange (whether
or not acquired in connection with the Subscription Agreement or otherwise);

  

 (ii) (A) any securities of InsuranceCo or its Affiliates issued as a dividend or other distribution with respect to, or in exchange
for or in conversion, exercise or replacement of, any Registrable Securities described in clause (i) (the “ Initial
Securities ”) or securities that may become Registrable Securities by virtue of clause (C); (B) any securities of InsuranceCo
or its Affiliates offered wholly or partly in consideration of the Initial Securities or securities that may become Registrable Securities
by virtue of clause (C) in any tender or exchange offer; or (C) any securities of InsuranceCo or its Affiliates issued
as a dividend or other distribution with respect to, or in exchange for or in conversion, exercise or replacement of or offered wholly
or partly in any tender or exchange offer in consideration of any Registrable Securities described in clause (A) or (B); and

  

 (iii) any Registrable Securities described in clause (i) or (ii) above acquired…