Exhibit
4.4


 


 


REGISTRATION RIGHTS
AGREEMENT


 


among


 




THE HOWARD HUGHES CORPORATION


 




and


 




EACH OF THE HOLDERS


 


 


PARTY HERETO


 


 


Dated as of                     ,
2010




 


 





 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  1.

  	
  Definitions

  	
  1

  
	
   

  	
   

  	
   

  
	
  2.

  	
  Shelf Registration Statement

  	
  4

  
	
   

  	
   

  	
   

  
	
  3.

  	
  Demand Registration

  	
  5

  
	
   

  	
   

  	
   

  
	
  4.

  	
  Piggyback Registration

  	
  8

  
	
   

  	
   

  	
   

  
	
  5.

  	
  Registration Procedures

  	
  9

  
	
   

  	
   

  	
   

  
	
  6.

  	
  Registration Expenses

  	
  12

  
	
   

  	
   

  	
   

  
	
  7.

  	
  Underwriting Requirements

  	
  13

  
	
   

  	
   

  	
   

  
	
  8.

  	
  Indemnification

  	
  14

  
	
   

  	
   

  	
   

  
	
  9.

  	
  Rule 144 Information

  	
  17

  
	
   

  	
   

  	
   

  
	
  10.

  	
  Miscellaneous

  	
  17

  



 


i

















 


REGISTRATION RIGHTS
AGREEMENT


 


This
REGISTRATION RIGHTS AGREEMENT, dated as of
[          ], 2010 (this “Agreement”),  is entered into
among THE HOWARD HUGHES CORPORATION, a Delaware corporation (the “Company”),  and the Holders.
Capitalized terms not otherwise defined herein have the meanings set forth in Section 1.


 


W I T N E S S E T H:


 


WHEREAS,
commencing on April 16, 2009, General Growth Properties, Inc. (“GGP”) and certain of its direct and
indirect subsidiaries (the “Plan Debtors”)
each filed a voluntary petition in the United States Bankruptcy Court for the
Southern District of New York (the “Bankruptcy Court”)  initiating cases
under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”);


 


WHEREAS,
the [Third] Amended and Restated Joint Plan of Reorganization of the Plan
Debtors, as confirmed on
[              ],
2010 by an order of the Bankruptcy Court entered on [            ],
2010 (the “Plan”),  provides, among
other things, that on or prior to the Effective Date, approximately 32.5
million shares of Common Stock of the Company will be distributed to the common
and preferred unit holders of GGP Limited Partnership (“GGPLP”),
which includes GGP, and then GGP will distribute its portion of such shares to
holders of GGP common stock (the “Distribution”);


 


WHEREAS,
the shares of Common Stock to be distributed pursuant to the Plan (the “Shares”), are being issued in
reliance upon Section 1145 of the Bankruptcy Code (“Section 1145”) without
registration under the Securities Act or any state securities laws;


 


WHEREAS,
notwithstanding the provisions of Section 1145, resales of the Shares may
be required to be registered under the Securities Act and applicable state
securities laws, depending upon the status of a Holder or the intended method
of distribution of the Shares; and


 


WHEREAS,
the Company is granting to the Holders certain rights to cause the Company to
register the Shares and certain other Registrable Securities, on the terms and
subject to the conditions set forth herein.


 


NOW,
THEREFORE, in consideration of the premises set forth herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound hereby, agree
as follows:


 


1.             Definitions.  As used in this Agreement, the following
terms have the following meanings:


 


“Affiliate” means, with
respect to any specified Person, any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with 


 

















 


such
specified Person. For the purposes of this definition, “control” when used with
respect to any specified Person means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms “controlling” and
“controlled” have meanings correlative to the foregoing.


 


“Agreement” has the meaning
set forth in the introduction.


 


“Bankruptcy Code” has the meaning
set forth in the preamble.


 


“Bankruptcy Court” has the meaning
set forth in the preamble.


 


“Business Day” means any day
(other than a day which is a Saturday, Sunday or legal holiday in the States of
New York) on which banks are open for business in the States of New York.


 


“Capital Stock” means, with
respect to any Person, any and all shares, interests, participations or other
equivalents (however designated) of corporate stock issued by such person,
including each class of common stock and preferred stock of such person.


 


“Company” has the meaning
set forth in the preamble.


 


“Common Stock” means the
Company’s common stock, no par value per share.


 


“Company” has the meaning
set forth in the introduction.


 


“Delay Period” has the meaning
set forth in Section 3(d).


 


“Demand Notice” has the meaning
set forth in Section 3(a)(i).


 


“Demand Registration” has the meaning
set forth in Section 3(b).


 


“Effectiveness Period” has the meaning
set forth in Section 3(c).


 


“Exchange Act” means the
Securities Exchange Act of 1934, as amended, and the rules and regulations
of the SEC promulgated thereunder.


 


“Free Writing Prospectus”
shall have the meaning set forth in Rule 405 under the Securities
Act.


 


“Holder” means each
person identified as a Holder on the signature pages hereto who is the
record or beneficial owner of Registrable Securities, together with their
respective successors and permitted assigns who become parties to this
Agreement.


 


“Indemnified Party”
shall have the meaning set forth in Section 8(c).


 


“Indemnifying Party”
shall have the meaning set forth in Section 8(c).


 


2

















 


“Initial Outstanding Amount”
has the meaning set forth in Section 3(a).


 


“Inspectors” has the meaning
set forth in Section 5(i).


 


“Interruption Period”
has the meaning set forth in Section 5(k).


 


“Losses” has the meaning
set forth in Section 8(a).


 


“Marketing Materials”
has the meaning set forth in Section 8(a).


 


“Person” means any
individual, corporation, limited liability company, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.


 


“Piggyback Registration”
has the meaning set forth in Section 4(a).


 


“Plan” has the meaning
set forth in the preamble.


 


“Prospectus” means the
prospectus included in any Registration Statement (including a prospectus that
discloses information previously omitted from a prospectus filed as part of an
effective registration statement in reliance upon Rule 430A), as amended
or supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Registrable Securities covered by such
Registration Statement and all other amendments and supplements to such
prospectus, including post-effective amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such prospectus,
including any Free Writing Prospectus.


 


“Records” has the
meaning set forth in Section 5(i).


 


“Registrable Securities”
means (i) the Shares and (ii) any additional shares of Common
Stock issued or distributed by way of a dividend, stock split or other
distribution in respect of the Shares, or conversion of securities into Shares,
in each case, if such shares of Common Stock would, in the hands of such
Holder, not be freely transferable in accordance with the intended method of
disposition (x) in accordance with Section 1145 or (y) under Rule 144
under the Securities Act, without regard to any information, volume, manner of
sale or holding period restriction under Rule 144 under the Securities
Act. As to any particular Registrable Securities, once issued, such securities
shall cease to be Registrable Securities when (i) a registration statement
with respect to the sale of such Registrable Securities shall have become
effective under the Securities Act and such securities shall have been disposed
of in accordance with such registration statement, (ii) they shall have
been distributed pursuant to Rule 144 under the Securities Act and are no
longer “restricted securities”, or (iii) they shall have ceased to be
outstanding.


 


“Registration” means
registration under the Securities Act of an offering of Registrable Securities
pursuant to a Demand Registration or a Piggyback Registration.


 


3

















 


“Registration Date”
has the meaning set forth in the preamble.


 


“Registration Statement”
means any registration statement of the Company filed under the
Securities Act that covers resales of any of the Registrable Securities
pursuant to the provisions of this Agreement, including the related Prospectus,
all amendments and supplements to such registration statement, including pre-
and post-effective amendments, all exhibits thereto and all material
incorporated by reference or deemed to be incorporated by reference in such
registration statement. The term “Registration Statement” shall also include any
registration statement filed pursuant to Rule 462(b) to register
additional securities in connection with any offering.


 


“road show” means any “road
show” as defined in Rule 433 under the Securities Act, including an
electronic road show.


 


“SEC” means the
Securities and Exchange Commission or any other governmental agency at the time
administering the Securities Act.


 


“Section 1145”
has the meaning set forth in the preamble.


 


“Securities Act”
means the Securities Act of 1933, as amended, and the rules and
regulations of the SEC promulgated thereunder.


 


“Scheduled Black-Out Period” means the
period from and including the last day of a fiscal quarter of the Company to
and including the earliest of (i) the Business Day after the day on which
the Company publicly releases its earnings information for such quarter or
annual earnings information, as applicable, and (ii) the day on which the
executive officers and directors of the Company are no longer prohibited by
Company policies applicable with respect to such quarterly earnings period from
buying or selling equity securities of the Company.


 


“Shares” has the meaning
set forth in the preamble.


 


“Shelf Registration” has the meaning
set forth in Section 2(a).


 


“underwritten registration” or “underwritten offering” means
a registration under the Securities Act in which securities of the Company are
sold to an underwriter for reoffering to the public.


 


2.             Shelf
Registration Statement.


 


(a)           On or before the date of
this Agreement, to the extent permitted by applicable SEC rules, the Company
shall use its commercially reasonable efforts to cause a Registration Statement
relating to all Registrable Securities, which provides for the sale by the
holders thereof (as well as other holders of Common Stock and warrants to
acquire Common Stock held by other holders with registration rights) of the
Registrable Securities from time to time on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act (a “Shelf Registration”), to be declared
effective by the SEC.


 


4

















 


(b)           The Company
shall use commercially reasonable efforts to keep the Registration Statement
filed pursuant to this Section 2 continuously effective and usable
for the resale of the Registrable Securities covered thereby for a period of
two (2) years from the date on which the SEC declares such Registration
Statement effective, or until such earlier date as all of the Registrable
Securities covered by such Registration Statement have been sold pursuant to
such Registration Statement. If any Registrable Securities remain issued and
outstanding after two (2) years following the initial effective date of
such Shelf Registration, upon the request of Holder(s) of at least ten
percent (10%) of the Registrable Securities then outstanding, the Company
shall, prior to the expiration of such Shelf Registration, file a new Shelf
Registration and shall thereafter use its commercially reasonable efforts to
cause to be declared effective as promptly as practical, such new Shelf
Registration.


 


3.             Demand
Registration.


 


(a)           (i)            Provided that
the Company does not have the Registration Statement filed pursuant to Section 2
effective and usable to such Holder or group of Holders requesting a Demand
Registration under this Section, at any time after the date that the Company
becomes a registrant under the Exchange Act, any Holder or group of Holders
holding, in the aggregate, ten percent (10%) or more of the Registrable
Securities issued and outstanding immediately following the effective date of
the Plan (the “Initial
Outstanding Amount”), shall have the right, by written notice
given to the Company (a “Demand
Notice”), to request the Company to register under and in
accordance with the provisions of the Securities Act all or any portion of the
Registrable Securities designated by such Holder(s); provided, however,
that (x) the estimated fair market value of the Registrable Securities
requested to be registered is equal to at least $10 million (or the entire
amount of Registrable Securities then owned by the Holders if the estimated
fair market value of the remaining Registrable Securities is less than $10
million), and (y) prior to the time the Company is eligible to use Form S-3
for the registration of Registrable Securities for resale, such Holder(s), in
the aggregate, shall only be entitled to one Demand Registration per calendar
year pursuant to the provisions of this Section 3(a)(i) unless
any Demand Registration does not become effective or is not maintained in
effect for the respective periods set forth in Section 3(c), in
which case the relevant Holder(s) will be entitled to an additional Demand
Registration pursuant hereto. Following the time that the Company becomes
eligible for use of Form S-3 (or any successor form), any Holder or group
of Holders holding, in the aggregate, ten percent (10%) or more of the Initial
Outstanding Amount, shall have the right to request the Company to register
under and in accordance with the provisions of the Securities Act all or any
portion of the Registrable Securities designated by such Holder(s); provided,
however, that the estimated fair market value of the Registrable Securities
requested to be registered is at least $10 million (or the entire amount of
Registrable Securities then owned by the Holders if the estimated fair market
value of the remaining Registrable Securities is less than $10 million), provided,
however, that there shall be no more than five (5) Demand
Registrations pursuant to this Agreement.


 


5

















 


(ii)           Upon receipt of
a Demand Notice, the Company shall promptly (and in any event within ten (10) Business
Days from the date of receipt of such Demand Notice), notify all other Holders
of the receipt of such Demand Notice and allow them the opportunity to include
Registrable Securities held by them in the proposed registration by submitting
their own Demand Notice. In connection with any Demand Registration in which
more than one Holder participates, in the event that such Demand Registration
involves an underwritten offering and the managing underwriter or underwriters
participating in such offering advise in writing the Holders of Registrable
Securities to be included in such offering that the total number of Registrable
Securities to be included in such offering exceeds the amount that can be sold
in (or during the time of) such offering without delaying or jeopardizing the
success of such offering (including the price per share of the Registrable
Securities to be sold), then the Registrable Securities to be offered shall be
distributed first, amongst the participating Holders pro rata according to each Holder’s overall percentage of
participating Registrable Securities and second, amongst holders of any
securities included by the Company (whether for its own account or otherwise)
that are not Registrable Securities in any such offering. In the event of such
a pro-rata distribution, to the extent that any Holder (or Holders) has not
submitted a Demand Notice, or withdraws from the underwriting, then those
Shares that would have been allocated pro-rata
to the non-participating Holder if they had participated shall be
distributed first amongst the participating Holders, pro rata according to each participating Holder’s overall
percentage of participating Registrable Securities and second, amongst holders
of any securities included by the Company (whether for its own account or
otherwise) that are not Registrable Securities in any such offering.


 


(b)           The Company,
within forty-five (45) days of the date on which the Company receives a Demand
Notice given by Holders in accordance with Section 3(a), shall file
with the SEC, and the Company shall thereafter use its commercially reasonable
efforts to cause to be declared effective as promptly as practicable, a
Registration Statement on the appropriate form for the registration and sale,
in accordance with the intended method or methods of distribution, of the total
number of Registrable Securities specified by the Holders in such Demand Notice
(a “Demand Registration”).
Any Demand Registration may, at the request of the Holders
submitting the Demand Notice, be a Shelf Registration to the extent permitted
by the rules and regulations of the SEC.


 


(c)           The Company shall use
commercially reasonable efforts to keep each Registration Statement filed
pursuant to this Section 3 continuously effective and usable for
the resale of the Registrable Securities covered thereby (i) in the case
of a Registration that is not a Shelf Registration, for a period of one hundred
twenty (120) days from the date on which the SEC declares such Registration
Statement effective and (ii) in the case of a Shelf Registration, for a
period of two (2) years from the date on which the SEC declares such
Registration Statement effective, in either case (x) until such earlier
date as all of the Registrable Securities covered by such Registration
Statement have been sold pursuant to such Registration Statement, and (y) as
such period may be extended pursuant to this Section 3. The time
period for which the Company is required to maintain the effectiveness of any
Registration Statement shall be extended by


 


6














 


the
aggregate number of days of all Delay Periods and all Interruption Periods
occurring with respect to such Registration and such period and any extension
thereof is hereinafter referred to as the “Effectiveness Period”.


 


(d)           The Company
shall be entitled to postpone the filing of any Registration Statement
otherwise required to be prepared and filed by the Company pursuant to this Section
3, or suspend the use of any effective Registration Statement under Section
2 or this Section 3, for a reasonable period of time (a “Delay Period”), (i)
if the Company has notified the Holders that in the good faith judgment of the
Company, it would be materially detrimental to the Company or its security
holders for such registration to be effected at such time, in which event the
Company shall have the right to defer such registration for a period of not
more than 60 days; provided, that such right to delay a registration
pursuant to this clause (d)(i) shall be exercised by the Company only if
the Company has generally exercised (or is concurrently exercising) similar
black-out rights against holders of similar securities that have registration
rights, if any or (ii) during any Scheduled Black-Out Period; provided,
that the total number of days that any such suspension, deferral or delay in
registration pursuant to clauses (d)(i) and d(ii) in the aggregate may
be in effect in any 180 day period shall not exceed 60 days.


 


(e)           Notwithstanding
any provision of this Agreement to the contrary, if the Company is required to
file a post-effective amendment to a Registration Statement to incorporate the
Company’s quarterly and annual reports and audited financial statements on Form
10-Q and Form 10-K, the Company may (A) postpone or suspend the filing of such
Registration Statement for a period not to exceed thirty (30) consecutive days
or (B) postpone or suspend effectiveness of such Registration Statement for a
period not to exceed twenty (20) consecutive days; provided that the
Company may not postpone or suspend effectiveness of a Registration Statement
pursuant to this clause (e) for more than sixty (60) days in the
aggregate in any twelve-month period.


 


(f)            Notwithstanding
anything to the contrary contained herein, the Company shall not be obligated
to effect, or take any action to effect, any such Registration pursuant to this
Section 3, in any particular jurisdiction in which the Company would be
required to execute a general consent to service of process or qualify to do
business in effecting such Registration, qualification or compliance, unless
the Company is already subject to service in such jurisdiction and except as
may be required by the Securities Act or applicable rules or regulations
thereunder.


 


(g)           Without prior
written notice, the Company shall not include any securities (whether for its
own account or otherwise) that are not Registrable Securities in any
Registration Statement filed pursuant to this Section 3. Any such
securities so included shall be subject to the cut-back provisions of Section
3(a)(ii).


 


(h)           Holders of a
majority in number of the Registrable Securities to be included in a
Registration Statement pursuant to this Section 3 may, at any time prior
to the effective date of the Registration Statement relating to such
Registration, revoke such request by providing a written notice to the Company
revoking such request. Any such 


 


7

















 


Demand
Request so withdrawn shall not be counted for purposes of determining the
number of requests for registration to which the Holders of Registrable
Securities are entitled pursuant to this Section 3 if the Holders of
Registrable Securities who revoked such request reimburse the Company for all
its out-of-pocket expenses incurred in the preparation, filing and processing of
the Registration Statement; provided, however, that, if such revocation
was based on (i) the Company’s failure to comply in any material respect with
its obligations hereunder or (ii) the institution by the Company of a Delay
Period or the occurrence of any Interruption Period, such reimbursement shall
not be required.


 


4.             Piggyback
Registration.


 


(a)           Right to
Piggyback. If at any time the Company proposes to file a
registration statement for Common Stock under the Securities Act with respect
to a public offering by the Company for its own account or for the account of
any other Person who is a holder of securities of the same type as the
Registrable Securities (other than a registration statement (i) relating solely
to employee benefit plans, (ii) relating solely to a Rule 145 transaction under
the Securities Act or (iii) which does not permit secondary sales or does not
include substantially the same information as would be required to be included
in a Registration Statement), then the Company shall give written notice of
such proposed filing to the Holders at least fifteen (15) days before the
anticipated filing date. Such notice shall offer the Holders the opportunity to
register such amount of Registrable Securities as they may request (a “Piggyback Registration”).
Subject to Section 4(b), the Company shall include in each
such Piggyback Registration all Registrable Securities with respect to which
the Company has received written requests for inclusion therein within ten (10)
days after notice has been given to the Holders. Each Holder shall be permitted
to withdraw all or any portion of the Registrable Securities of such Holder
from a Piggyback Registration at any time prior to the effective date of such
Piggyback Registration.


 


(b)           Priority on
Piggyback Registrations. The Company shall permit the Holders to
include all such Registrable Securities on the same terms and conditions as any
similar securities, if any, of the Company or any other persons included
therein. Notwithstanding the foregoing, if the registration statement involves
an underwritten offering and the managing underwriter or underwriters advises
the Company that in its view marketing factors require a limitation on the
number of shares to be underwritten, then there shall be included in such
underwritten offering the number or dollar amount of securities of the Company
that in the opinion of the managing underwriter or underwriters can be sold
without adversely affecting such offering, and such number of securities of the
Company shall be allocated for inclusion as follows: (1) first all securities
of the Company being sold by the Company for its own account or by any Person
(other than a Holder) exercising a contractual right to demand registration;
(2) second all Registrable Securities requested to be included by the Holders
of securities of the Company and holder of securities of the Company being sold
by any Person (other than a Holder) exercising similar piggyback registration
rights, pro rata, based on the number of shares beneficially owned by each such
Holder and any such Person and (3) 


 


8

















 


third,
among any other holders of securities of the Company requesting such
registration, pro rata, based on the number of securities beneficially owned by
each such holder.


 


(c)           Right To
Abandon. Nothing in this Section 4 shall create any
liability on the part of the Company to the Holders if the Company in its sole
discretion should decide not to file a registration statement proposed to be
filed pursuant to Section 4(a) or to withdraw such registration
statement subsequent to its filing, regardless of any action whatsoever that a
Holder may have taken, whether as a result of the issuance by the Company of
any notice hereunder or otherwise. Any such determination not to file or to
withdraw a registration statement shall not affect the obligations of the
Company to pay or to reimburse all Registration Expenses pursuant to Section
6.


 


5.             Registration
Procedures.   In connection with the
registration obligations of the Company pursuant to and in accordance with Sections
2, 3 and 4 (and subject to Sections 2, 3 and 4), the Company shall
use commercially reasonable efforts to effect such registration to permit the
sale of such Registrable Securities in accordance with the intended method or
methods of disposition thereof, and pursuant thereto the Company shall as
expeditiously as possible:


 


(a)           prepare and
file with the SEC a Registration Statement for the sale of the Registrable
Securities on any form for which the Company then qualifies or which counsel
for the Company shall deem appropriate in accordance with such Holders’
intended method or methods of distribution thereof, and, subject to the Company’s
right to terminate or abandon a registration pursuant to Section 4(c),
use commercially reasonable efforts to cause such Registration Statement to
become effective and remain effective as provided herein;


 


(b)           prepare and
file with the SEC such amendments (including post-effective amendments) to such
Registration Statement, and such supplements to the related Prospectus, as may
be required by the rules, regulations or instructions applicable under the
Securities Act during the applicable period in accordance with the intended
methods of disposition specified by the Holders of the Registrable Securities
covered by such Registration Statement, make generally available earnings
statements satisfying the provisions of Section 11(a) of the Securities Act (provided
that the Company shall be deemed to have complied with this Section if it has
complied with Rule 158 under the Securities Act), and cause the related
Prospectus as so supplemented to be filed pursuant to Rule 424 under the
Securities Act; provided, however, that before filing a Registration
Statement or Prospectus, or any amendments or supplements thereto (other than
reports required to be filed by it under the Exchange Act that are incorporated
or deemed to be incorporated by reference into the Registration Statement and
the Prospectus except to the extent that such reports related primarily to the
offering), the Company shall furnish to the Holders of Registrable Securities
covered by such Registration Statement and their counsel for review and
comment, copies of all documents required to be filed;


 


(c)           notify the
Holders of any Registrable Securities covered by such Registration Statement
promptly and (if requested) confirm such notice in writing, (i) 


 


9

















 


when
a Prospectus or any Prospectus supplement or post-effective amendment has been
filed, and, with respect to such Registration Statement or any post-effective
amendment, when the same has become effective, (ii) of any request by the SEC
for amendments or supplements to such Registration Statement or the related
Prospectus or for additional information regarding the Company or the Holders,
(iii) of the issuance by the SEC of any stop order suspending the effectiveness
of such Registration Statement or the initiation of any proceedings for that
purpose, (iv) of the receipt by the Company of any notification with respect to
the suspension of the qualification or exemption from qualification of any of
the Registrable Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose, and (v) of the happening of any
event that requires the making of any changes in such Registration Statement,
Prospectus or documents incorporated or deemed to be incorporated therein by
reference so that they will not contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary
to make the statements therein not misleading;


 


(d)           use
commercially reasonable efforts to prevent the issuance of any order suspending
the effectiveness of such Registration Statement or the qualification or
exemption from qualification of any Registrable Securities for sale in any
jurisdiction in the United States, and to obtain the lifting or withdrawal of
any such order at the earliest practicable time;


 


(e)           furnish to the
Holder such number of copies of the preliminary prospectus, any amended
preliminary prospectus, any Free Writing Prospectus, each final Prospectus and
any post-effective amendment or supplement thereto, as such Holder may
reasonably request in order to facilitate the disposition of the Registrable
Securities of such Holder covered by such Registration Statement in conformity
with the requirements of the Securities Act;


 


(f)            prior to any
public offering of Registrable Securities covered by such Registration
Statement, use its commercially reasonable efforts to register or qualify such
Registrable Securities for offer and sale under the securities or “Blue Sky”
laws of such jurisdictions as the Holders of such Registrable Securities shall
reasonably request in writing; provided, however, that the Company shall
in no event be required to qualify generally to do business as a foreign
corporation or as a dealer in any jurisdiction where it is not at the time
required to be so qualified or to execute or file a general consent to service
of process in any such jurisdiction where it has not theretofore done so or to
take any action that would subject it to general service of process or taxation
in any such jurisdiction where it is not then subject;


 


(g)           upon the
occurrence of any event contemplated by Section 5(c)(v), prepare a
supplement or post-effective amendment to such Registration Statement or the
related Prospectus or any document incorporated or deemed to be incorporated
therein by reference and file any other required document so that, as
thereafter delivered to the purchasers of the Registrable Securities being sold
thereunder (including upon the termination of any Delay Period), such
Prospectus will not contain an untrue statement of 


 


10

















 


a
material fact or omit to state any 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;


 


(h)           use
commercially reasonable efforts to cause all Registrable Securities covered by
such Registration Statement to be listed on each securities exchange or
automated interdealer quotation system, if any, on which similar securities
issued by the Company are then listed or quoted, or, if none, on such
securities exchange or automated interdealer quotation system reasonably
selected by the Company;


 


(i)            if such
offering is an underwritten offering, make available for inspection by any
Holder of Registrable Securities included in such Registration Statement, any
underwriter participating in any offering pursuant to such Registration
Statement, and any attorney, accountant or other agent retained by any such
Holder or underwriter (collectively, the “Inspectors”), all financial and other records and
other information, pertinent corporate documents and properties of any of the
Company and its subsidiaries and affiliates (collectively, the “Records”), as
shall be reasonably necessary to enable them to exercise their due diligence
responsibilities; provided, however, that the Records that the Company
determines, in good faith, to be confidential and which it notifies the
Inspectors in writing are confidential shall not be disclosed to any Inspector
unless such Inspector signs a confidentiality agreement reasonably satisfactory
to the Company, which shall permit the
disclosure of such Records in such Registration Statement or the related
Prospectus if (i) necessary to avoid or correct a material misstatement in or
material omission from such Registration Statement or Prospectus or (ii) the
release of such Records is ordered pursuant to a subpoena or other order from a
court of competent jurisdiction; provided further, however, that (A) any
decision regarding the disclosure of information pursuant to subsection (i)
shall be made only after consultation with counsel for the applicable
Inspectors and the Company and (B) with respect to any release of Records
pursuant to subsection (ii), each Holder of Registrable Securities agrees that
it shall, promptly after learning that disclosure of such Records is sought in
a court having jurisdiction, give notice to the Company so that the Company, at
the Company’s expense, may undertake appropriate action to prevent disclosure
of such Records;


 


(j)            not later than
the effective date of a Registration Statement, the Company shall provide to
the Holders the CUSIP number for all Registrable Securities; and


 


(k)           if such
offering is an underwritten offering, enter into such agreements (including an
underwriting agreement in form, scope and substance as is customary in
underwritten offerings) and take all such other appropriate and reasonable
actions requested by the Holders of a majority of the Registrable Securities
being sold in connection therewith (including those reasonably requested by the
managing underwriters) in order to expedite or facilitate the disposition of
such Registrable Securities, and in such connection, (i) use commercially
reasonable efforts to obtain opinions of counsel to the Company and updates
thereof (which counsel and opinions (in form, scope and substance) shall be
reasonably satisfactory to the managing underwriters, addressed to each of the
underwriters as to the matters customarily covered in opinions 


 


11

















 


requested
in underwritten offerings and such other matters as may be reasonably requested
by the underwriters, (ii) use commercially reasonable efforts to obtain “cold
comfort” letters and updates thereof from the independent certified public
accountants of the Company (and, if necessary, any other independent certified
public accountants of any subsidiary of the Company or of any business acquired
by the Company for which financial statements and financial data are, or are
required to be, included in the Registration Statement), addressed to each of
the underwriters, such letters to be in customary form and covering matters of
the type customarily covered in “cold comfort” letters in connection with
underwritten offerings, (iii) if requested and if an underwriting agreement is
entered into, provide indemnification provisions and procedures customary for
underwritten public offerings, but in any event no less favorable to the
indemnified parties than the provisions set forth in Section 8, and (iv)
provide for the reasonable participation and cooperation by the management of
the Company with respect thereto, including participation by management in road
shows, investor meetings and other customary cooperation. The above shall be
done at each closing under such underwriting or similar agreement, or as and to
the extent required thereunder.


 


The
Company may require each Holder of Registrable Securities covered by a
Registration Statement to furnish such information regarding such Holder and
such Holder’s intended method of disposition of such Registrable Securities as
it may from time to time reasonably request in writing. If any such information is not furnished within a reasonable period of time after receipt
of such request, the Company may exclude such Holder’s Registrable Securities
from such Registration Statement.


 


Each
Holder of Registrable Securities covered by a Registration Statement agrees
that, on receipt of any notice from the Company of the happening of any event
of the kind described in Section 5(c)(ii),  5(c)(iii),  5(c)(iv)
or 5(c)(v), that such Holder shall discontinue disposition of any
Registrable Securities covered by such Registration Statement or the related
Prospectus until receipt of the copies of the supplemented or amended
Prospectus contemplated by Section 5(g), or until such Holder is advised
in writing by the Company that the use of the applicable Prospectus may be
resumed, and has received copies of any amended or supplemented Prospectus or
any additional or supplemental filings which are incorporated, or deemed to be
incorporated, by reference in such Prospectus (such period during which
disposition is discontinued being an “Interruption Period”) and, if requested by
the Company, the Holder shall deliver to the Company (at the expense of the
Company) all copies then in its possession, other than permanent file copies then in such holder’s possession, of the Prospectus
covering such Registrable Securities at the time of receipt of such request.


 


Each
Holder of Registrable Securities covered by a Registration Statement further
agrees not to utilize any material other than the applicable current
preliminary prospectus, Free Writing Prospectus, road show or Prospectus in
connection with the offering of such Registrable Securities.


 


6.             Registration
Expenses.   Whether or not any
Registration Statement is filed or becomes effective, the Company shall pay all
costs, fees and expenses incident to the 


 


12

















 


Company’s
performance of or compliance with this Agreement, including (i) all
registration and filing fees, including FINRA filing fees, (ii) all fees and
expenses of compliance with securities or “Blue Sky” laws, including reasonable
fees and disbursements of counsel in connection therewith, (iii) printing
expenses (including expenses of printing certificates for Registrable
Securities and of printing prospectuses if the printing of prospectuses is
requested by the Holders or the managing underwriter, if any) and the expenses
ordinarily paid by issuers in connection with a road show, (iv) messenger,
telephone and delivery expenses, (v) fees and disbursements of counsel for the
Company, (vi) fees and disbursements of all independent certified public
accountants of the Company (including expenses of any “cold comfort” letters
required in connection with this Agreement) and all other persons retained by
the Company in connection with such Registration Statement, (vii) the
reasonable fees and disbursements of one counsel, other than the Company’s
counsel, selected by Holders of a majority of the Registrable Securities being
registered, to represent all such Holders, provided that such amount shall not
exceed $50,000, (viii) in the event of an underwritten offering, the expenses
of the Company and the underwriters associated with any “road show” which are
customarily paid or reimbursed by issuers, and (ix) all other costs, fees and
expenses incident to the Company’s performance or compliance with this
Agreement. Notwithstanding the foregoing, the fees and expenses of any persons
retained by any Holder, other than one counsel for all such Holders, will be
payable by such Holder and the Company will have no obligation to pay any such
amounts. The Holders shall be responsible for any underwriting discounts or
commissions and transfer taxes relating to the sale of any Registrable
Securities pursuant to this Agreement.


 


7.             Underwriting
Requirements.


 


(a)           Subject to Section
7(c), any Holder shall have the right, by written notice, to request that
any take down of the Shelf Registration or any Demand Registration which such
Holder is entitled to elect hereunder provide for an underwritten offering but
the Company shall be under no obligation to conduct more than two (2) underwritten
offerings pursuant to this Agreement.


 


(b)           In the case of
any underwritten offering pursuant to a Demand Registration, the Holders of a
majority of the Registrable Securities to be disposed of in connection
therewith shall select the institution or institutions that shall manage or
lead such offering, which institution or institutions shall be reasonably
satisfactory to the Company. In the case of any underwritten offering pursuant
to a Piggyback Registration, the Company shall select the institution or institutions
that shall manage or lead such offering.


 


(c)           In the case of
any Shelf Registration, Demand Registration or Piggyback Registration that is
an underwritten offering, no Holder shall be entitled to participate in an
underwritten offering unless and until such Holder has entered into (i) an
underwriting or other agreement with such institution or institutions for such
offering, and (ii) powers of attorney and custody agreements, in each case in
such form as the Company and such institution or institutions shall reasonably
determine; provided, that no holder of 


 


13

















 


Registrable
Securities included in any underwritten registration shall be required to make
any representation or warranties to the Company or the underwriters (other than
representations and warranties regarding such holder and such holder’s
ownership of the shares to be sold pursuant to such underwriting, such holder’s
stabilization activities, and with respect to information provided
in writing by such holder expressly for use in any Registration Statement) or
to undertake any indemnification or contribution obligations to the Company or
any underwriter with respect thereto, which is greater than the obligations of
the Holders provided in Section 8.


 


8.             Indemnification


 


(a)           Indemnification
by the Company. The Company shall, without limitation as to time,
indemnify and hold harmless, to the fullest extent permitted by law, each
Holder of Registrable Securities whose Registrable Securities are covered by a
Registration Statement or Prospectus, the officers, directors and agents and
employees of each of them, each Person who controls each such Holder (within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act) and the officers, directors, agents and employees of each such controlling
person, to the fullest extent lawful, from and against any and all losses,
claims, damages, liabilities, judgment, costs (including costs of investigation
or preparation and reasonable attorneys’ fees) and expenses (collectively, “Losses”), as
incurred, arising out of or based upon (w) any untrue or alleged untrue
statement of a material fact contained in such Registration Statement or
Prospectus or in any amendment or supplement thereto, any preliminary
prospectus, any Free Writing Prospectus, any information the Company has filed
or is required to file pursuant to Rule 433(d) under the Securities Act, or any
other material or information provided to or made available to investors by, or
with the approval of, the Company in connection with the offering, including
any road show for the offering (collectively, “Marketing Materials”), or (x) any omission or
alleged omission of a material fact required to be stated therein or necessary
to make the statements therein not misleading, except insofar as the same are
based upon information furnished in writing to the Company by or on behalf of
such Holder expressly for use in the Marketing Materials; provided,  however,
that the Company shall not be liable to any such Holder to the extent that any
such Losses arise out of or are based upon an untrue statement or alleged
untrue statement or omission or alleged omission made in any preliminary
prospectus if (i) having previously been furnished by or on behalf of the
Company with copies of the Prospectus, such Holder failed to send or deliver a
copy of the Prospectus with or prior to the delivery of written confirmation of
the sale of Registrable Securities by such Holder to the person asserting the
claim from which such Losses arise and (ii) the Prospectus would have corrected
in all material respects such untrue statement or alleged untrue statement or
such omission or alleged omission; and provided  further, however,
that the Company shall not be liable in any such case to the extent that any
such Losses arise out of or are based upon an untrue statement or alleged
untrue statement or omission or alleged omission in the Prospectus, if (A) such
untrue statement or alleged untrue statement, omission or alleged omission is
corrected in all material respects in an amendment or supplement to the
Prospectus, (B) having previously been furnished by or 


 


14

















 


on
behalf of the Company with copies of the Prospectus as so amended or
supplemented, such Holder thereafter fails to deliver such Prospectus as so
amended or supplemented, prior to or concurrently with the sale of Registrable
Securities, and (C) such losses relate to sales during an Interruption Period
or Delay Period.


 


(b)           Indemnification
by Holder of Registrable Securities. In connection with any
Registration Statement in which a Holder is participating, such Holder shall
furnish to the Company in writing such information as the Company reasonably
requests for use in connection with the Marketing Materials and agrees to
indemnify, severally and not jointly with the other Holders and to the full
extent permitted by law, the Company,
its directors, officers, agents or employees, each Person who controls the
Company (within the meaning of Section 15 of the Securities Act and Section 20
of the Exchange Act) and the directors, officers, agents or employees of such
controlling Persons, from and against all Losses arising out of or based upon
(x) any untrue or alleged untrue statement of a material fact contained in the
Marketing Materials or (y) any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein not
misleading, to the extent, but only to the extent, that such untrue or alleged
untrue statement or omission or alleged omission is based upon and is
consistent with information so furnished in writing by or on behalf of such
Holder to the Company expressly for use in such Marketing Materials. No Holder
shall be held liable for any damages in excess of the total amount of proceeds
received by such Holder from the sale of the Registrable Securities sold by
such Holder (net of all underwriting discounts and commissions) under that
particular Registration Statement.


 


(c)           Conduct of
Indemnification Proceedings.  If any Person shall be entitled to indemnity
hereunder (an “Indemnified
Party”), such Indemnified Party shall give prompt notice to the
party from which such indemnity is sought (the “Indemnifying Party”) of any claim or of
the commencement of any proceeding with respect to which such Indemnified Party
seeks indemnification or contribution pursuant hereto; provided, however,
that the delay or failure to so notify the Indemnifying Party shall not relieve
the Indemnifying Party from any obligation or liability except to the extent
that the Indemnifying Party has been materially prejudiced by such delay or
failure. The Indemnifying Party shall have the right, exercisable by giving
written notice to an Indemnified Party promptly after the receipt of written
notice from such Indemnified Party of such claim or proceeding, to assume, at
the Indemnifying Party’s expense, the defense of any such claim or proceeding,
with counsel reasonably satisfactory to such Indemnified Party; provided,
however, that (i) an Indemnified Party shall have the right to employ
separate counsel in any such claim or proceeding and to participate in the
defense thereof, but the fees and expenses of such counsel shall be at the
expense of such Indemnified Party unless: (1) the Indemnifying Party agrees to
pay such fees and expenses; (2) the Indemnifying Party fails promptly to assume
the defense of such claim or proceeding or fails to employ counsel reasonably
satisfactory to such Indemnified Party; or (3) the named parties to any
proceeding (including impleaded parties) include both such Indemnified Party
and the Indemnifying Party, and such Indemnified Party shall have been advised
by counsel that there may be one or more legal defenses 


 


15

















 


available
to it that are in addition to or are inconsistent with those available to the
Indemnifying Party or that a conflict of interest is likely to exist among such
Indemnified Party and any other indemnified parties (in which case the
Indemnifying Party shall not have the right to assume the defense of such
action on behalf of such Indemnified Party); and (ii) subject to subsection (3)
above, the Indemnifying Party shall not, in connection with any one such claim
or proceeding or separate but substantially similar or related claims or
proceedings in the same jurisdiction, arising out of the same general
allegations or circumstances, be liable for the fees and expenses of more than
one firm of attorneys (together with appropriate local counsel) at any time for
all of the indemnified parties. Whether or not such defense is assumed by the
Indemnifying Party, such Indemnified Party shall not be subject to any
liability for any settlement made without its consent, which consent shall not
be unreasonably withheld, conditioned or delayed. The Indemnifying Party shall
not consent to entry of any judgment or enter into any settlement that does not
include as an unconditional term thereof the giving by the claimant or
plaintiff to such Indemnified Party of a release, in form and substance
reasonably satisfactory to the Indemnified Party, from all liability in respect
of such claim or litigation for which such Indemnified Party would be entitled
to indemnification hereunder.


 


(d)           Contribution.  If the indemnification provided for in this Section
8 is applicable in accordance with its terms but is legally unavailable to
an Indemnified Party in respect of any Losses, then each applicable
Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
contribute to the amount paid or payable by such Indemnified Party as a result
of such Losses, in such proportion as is appropriate to reflect the relative
fault of the Indemnifying Party, on the one hand, and such Indemnified Party,
on the other hand, in connection with the actions, statements or omissions that
resulted in such Losses as well as any other relevant equitable considerations.
The relative fault of such Indemnifying Party, on the one hand, and Indemnified
Party, on the other hand, shall be determined by reference to, among other
things, whether any action in question, including any untrue statement of a
material fact or omission or alleged omission to state a material fact, has
been taken by, or relates to info/illation supplied by, such Indemnifying Party
or Indemnified Party, and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent any such action, statement or
omission. The amount paid or payable by a party as a result of any Losses shall
be deemed to include any legal or other fees or expenses incurred by such party
in connection with any investigation or proceeding. The parties hereto agree
that it would not be just and equitable if contribution pursuant to this Section
8(d) were determined by pro
rata allocation or by any other method of allocation that does not take account
of the equitable considerations referred to in the immediately preceding
paragraph. Notwithstanding the provisions of this Section 8(d), an
Indemnifying Party that is a Holder shall not be required to contribute any
amount which is in excess of the amount by which the total proceeds received by
such Holder from the sale of the Registrable Securities sold by such Holder
(net of all underwriting discounts and commissions) exceeds the amount of any
damages that such Indemnifying Party has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or


 


16














 


alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation.


 


9.             Rule 144
Information.  With a view
to making available the benefits of certain rules and regulations of the
Commission which may at any time permit the sale of the Registrable Securities
to the public without registration, after such time as a registration statement
relating to the Common Stock has been declared effective under either the
Securities Act or the Exchange Act, the Company agrees to use its commercially
reasonable efforts to:


 


(a)           Make and keep
public information available, as those terms are understood and defined in Rule 144
under the Securities Act, at all times after the earlier of (i) such time
as a registration statement relating to the Common Stock has been declared
effective under either the Securities Act or the Exchange Act or (ii) the
date that the Company becomes subject to the periodic reporting requirements
under Section 13 or 15(d) of the Exchange Act, for so long as the
Company remains subject to the periodic reporting requirements under Section 13
or 15(d) of the Exchange Act.


 


(b)           Use its commercially
reasonable efforts to file with the Commission in a timely manner all reports
and other documents required of the Company under the Securities Act and the
Exchange Act (at any time it is subject to such reporting requirements).


 


(c)           Furnish to any
Holder forthwith upon request a written statement by the Company as to its
compliance with the reporting requirements of Rule 144 under the
Securities Act (at any time after ninety (90) days after the effective date of
the first registration statement filed by the Company for an offering of its
securities to the general public), and of the Securities Act and the Exchange
Act (at any time after it has become subject to the reporting requirements of
the Exchange Act), a copy of the most recent annual or quarterly report of the
Company, and such other reports and documents of the Company and other
information as such Holder may reasonably request in availing itself of any rule or
regulation of the Commission allowing such Holder to sell any such securities
without registration.


 


10.          Miscellaneous.


 


(a)           Termination.  This Agreement and the obligations of the
Company and the Holders hereunder (other than with respect to Section 8)
shall terminate on the first date on which no Registrable Securities remain
outstanding. In addition, the obligations of the Company and of any Holder,
other than those obligations contained in Section 8, shall
terminate with respect to the Company and such Holder when such Holder no
longer holds any Registrable Securities.


 


(b)           Notices.  All notices, requests, waivers and other
communications made pursuant to this Agreement shall be in writing and shall be
deemed to have been 


 


17

















 


effectively
given (i) when personally delivered to the party to be notified; (ii) when
sent by confirmed facsimile to the party to be notified at the number set forth
below; (iii) when sent by email to the party to be notified at the email
address set forth below; (iv) three (3) Business Days after deposit
in the United States mail postage prepaid by certified or registered mail
return receipt requested and addressed to the party to be notified as set forth
below; or (v) one (1) Business Day after deposit with a national
overnight delivery service, postage prepaid, addressed to the party to be
notified as set forth below with next-business-day delivery guaranteed, in each
case as follows:


 


In
the case of the Company, to:


 


The
Howard Hughes Corporation


13355
Noel Road, Suite 950


Dallas,
TX 75240


Attention:
Ronald L. Gern


Facsimile:
(214) 741-3021


 


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


 


Weil,
Gotshal & Manges LLP


767
Fifth Avenue


New
York, NY 10153


Attention:
Matthew D. Bloch


Telephone:
212-310-8000


Facsimile:
(212) 310-8007


e-mail:
matthew.bloch@weil.com


 


In
the case of the Holders:


 


To
the names and addresses set forth on the signature pages hereto.


 


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


 


Neal, Gerber & Eisenberg LLP


Two North LaSalle Street


Suite 1700


Chicago, IL 60602-3801


Attention: Earl N. Melamed


Telephone: (312) 269-8012


Facsimile: (312) 429-3544


e-mail:
emelamed@ngelaw.com


 


18

















 


(c)           Separability.  If any provision of this
Agreement shall be declared to be invalid or unenforceable, in whole or in
part, such invalidity or unenforceability shall not affect the remaining
provisions hereof which shall remain in full force and effect.


 


(d)           Assignment.  This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs,
devisees, legatees, legal representatives, successors and assigns. The rights
to cause the Company to register Registrable Securities pursuant to Sections
2, 3 and 4 may be assigned in connection with any transfer or assignment by
a Holder of Registrable Securities, provided, that: (i) such
transfer may otherwise be effected in accordance with applicable securities
laws; (ii) such transfer is effected in compliance with the restrictions
on transfer contained in this Agreement and in any other agreement between the
Company and the Holder; and (iii) such assignee or transferee executes
this Agreement and is an affiliate of the Holder. No transfer or assignment
will divest a Holder or any subsequent owner of any rights or powers hereunder
unless all Registrable Securities held by such Holder are transferred or
assigned.


 


(e)           Specific
Performance.  The Company
acknowledges and agrees that (a) irreparable damages would occur in the event
that any of the provisions of this Agreement are not performed in accordance
with their specific terms or are otherwise breached and (b) remedies at
law would not be adequate to compensate the non-breaching party. Accordingly,
the Company agrees that each Holder of Registrable Securities shall have the
right, in addition to any other rights and remedies existing in its favor, to
an injunction or injunctions to prevent breaches of this Agreement and to
enforce its rights hereunder. The right to equitable relief, including an
injunction, shall not be limited by any other provision of this Agreement. In
any action or proceeding against it seeking an injunction or other equitable
relief to enforce the provisions of this Agreement, the Company hereby (i) waives
and agrees not to assert any defense that an adequate remedy exists at law or
that a Holder of Registrable Securities would not be irreparably harmed and (ii) waives
and agrees not to seek any requirement for the posting of any bond or other
security in connection with any such action or proceeding.


 


(f)            Entire
Agreement.  This
Agreement represents the entire agreement of the parties and shall supersede
any and all previous contracts, arrangements or understandings between the
parties hereto with respect to the subject matter hereof.


 


(g)           Amendments and
Waivers.  Except as
otherwise provided herein, the provisions of this Agreement may not be amended,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, unless (i) the Company has obtained
the written consent of Holders of at least a majority in number of the
Registrable Securities then outstanding, or (ii) such changes are not
adverse to any Holder.


 


(h)           Publicity.  No public release or announcement concerning
the transactions contemplated hereby shall be issued by any party without the
prior consent of the Company and any other party mentioned in such release or
announcement, except 


 


19

















 


to
the extent that such issuing party is advised by counsel that such release or
announcement is necessary or advisable under applicable law or the rules or
regulations of any securities exchange, in which case the party required to
make the release or announcement shall to the extent practicable provide the
Company and any such other party with an opportunity to review and comment on
such release or announcement in advance of its issuance.


 


(i)            Expenses.  Whether or not the transactions contemplated
hereby are consummated, except as otherwise provided herein, all costs and expenses
incurred in connection with the execution of this Agreement shall be paid by
the party incurring such costs or expenses, except as otherwise set forth
herein.


 


(j)            Interpretation.


 


(i)            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.


 


(ii)           The meaning
assigned to each term defined herein shall be equally applicable to both the
singular and the plural forms of such term and vice versa, and words denoting
either gender shall include both genders as the context requires. Where a word
or phrase is defined herein, each of its other grammatical forms shall have a
corresponding meaning.


 


(iii)          The terms “hereof’,
“herein” and “herewith” and words of similar import shall, unless otherwise
stated, be construed to refer to this Agreement as a whole and not to any
particular provision of this Agreement.


 


(iv)          When a
reference is made in this Agreement to a Section, paragraph, Exhibit or
Schedule, such reference is to a Section, paragraph, Exhibit or Schedule
to this Agreement unless otherwise specified.


 


(v)           The word “include”,
“includes”, and “including” when used in this Agreement shall be deemed to
include the words “without limitation”, unless otherwise specified.


 


(vi)          A reference to
any party to this Agreement or any other agreement or document shall include
such party’s predecessors, successors and permitted assigns.


 


(k)           Counterparts.  This Agreement may be executed in two or more
counterparts, all of which shall be one and the same agreement, and shall
become effective when counterparts have been signed by each of the parties and
delivered to each other party.


 


(l)            Governing Law.  This Agreement shall be construed,
interpreted, and governed in accordance with the internal laws of the State of
New York.


 


20

















 


(m)          Calculation of
Time Periods.  Except as
otherwise indicated, all periods of time referred to herein shall include all
Saturdays, Sundays and holidays; provided, however, that if the date to
perform the act or give any notice with respect to this Agreement shall fall on
a day other than a Business Day, such act or notice may be timely performed or given if performed or given on the next succeeding Business Day.


 


(n)           FWP Consent.  No Holder shall use a Holder Free Writing
Prospectus without the prior written consent of the Company, which consent
shall not be unreasonably withheld.


 


[Signature Pages Follow]


 


21

















 


IN
WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed and delivered by its duly authorized officer as of the date first
above written.


 


	
   

  	
  THE
  HOWARD HUGHES CORPORATION, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


[Signature
Page to Registration Rights Agreement]


 

















 


	
   

  	
  By:

  	
  M.B. Capital Partners, a South Dakota general
  partnership

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  MBA Trust, a partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  General Trust Company, Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  c/o M.B. Capital Units LLC, 300 North Dakota
  Avenue, Suite 202, Sioux Falls, South Dakota 57104

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  M.B. Capital Partners III, a South Dakota general
  partnership

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  MBA Trust, a partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  General Trust Company, Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  c/o M.B. Capital Units LLC, 300 North Dakota
  Avenue, Suite 202, Sioux Falls, South Dakota 57104

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  M.B. Capital Units LLC a South Dakota limited
  liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  M.B Capital, as sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  c/o M.B. Capital Units LLC, 300 North Dakota
  Avenue, Suite 202, Sioux Falls, South Dakota 57104