Exhibit 10.8


 


EXECUTION
COPY


 


GENERAL
GROWTH PROPERTIES, INC.


REGISTRATION
RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT, dated as of
November 9, 2010 (this “Agreement”), by and between the purchasers
listed on Schedule I hereto (the “Purchasers”) and General Growth
Properties, Inc., a Delaware corporation (the “Company”).


 


R
E C I T A L S


 


WHEREAS, the Purchasers have, pursuant to the
terms of that certain Amended and Restated Stock Purchase Agreement, effective
as of March 31, 2010, by and between the Company and the Purchasers (as
the same may be amended from time to time, the “Stock Purchase Agreement”)
agreed, among other things, to purchase 271,428,571 shares of common stock, par
value $0.01, of the Company (the “Common Stock”); and


 


WHEREAS, in case any securities held by a
Purchaser or its transferees are at any time not freely transferable by the
holder in accordance with applicable laws, the Company and the Purchasers
desire to define certain registration rights with respect to the Common Stock,
certain warrants and certain other securities on the terms and subject to the
conditions herein set forth.


 


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:  shall mean as to any Person, any other Person
which, directly or indirectly, is in control of, is controlled by, or is under
common control with, the first Person.  A
Person shall be deemed to control another Person if the controlling Person
possesses, directly or indirectly, the power to direct or cause the direction
of the management and policies of the other Person, whether through the
ownership of voting securities, by contract, or otherwise;


 


Agreement:  shall have the meaning set forth in the
Preamble hereto;


 


Blackstone:  shall mean Blackstone Real Estate Partners VI
L.P., a Delaware limited partnership, Blackstone Real Estate Partners (AIV) VI
L.P., a Delaware limited partnership, Blackstone Real Estate Partners VI.F
L.P., a Delaware limited partnership, Blackstone Real Estate Partners VI.TE.1
L.P., a Delaware limited partnership, Blackstone Real Estate Partners VI.TE.2
L.P., a Delaware limited partnership, Blackstone Real Estate Holdings VI L.P.,
a Delaware limited partnership, and Blackstone GGP Principal Transaction
Partners L.P., a Delaware limited partnership;


 


Brookfield Holders:  shall mean the “Holders” defined
in that certain Registration Rights Agreement, dated as of the date hereof, by
and between the Company and Brookfield


 

















 


Retail Holdings LLC (formerly known as REP Investments
LLC), a Delaware limited liability company, Brookfield Retail Holdings II LLC,
a Delaware limited liability company, Brookfield Retail Holdings III LLC, a
Delaware limited liability company, Brookfield Retail Holdings IV-A LLC, a
Delaware limited liability company, Brookfield Retail Holdings IV-D LLC, a
Delaware limited liability company, Brookfield Retail Holdings V LP, a Delaware
limited partnership, and Brookfield US Retail Holdings LLC, a Delaware limited
liability company, as amended from time to time;


 


Brookfield/Pershing Holders:  shall mean, collectively, the
Brookfield Holders and Pershing Holders, and a Brookfield/Pershing Holder shall
mean any Brookfield Holder or Pershing Holder;


 


Closing Date:
shall have the meaning ascribed thereto in the Stock Purchase Agreement;


 


Commission:  shall mean the Securities and Exchange Commission
or any other federal agency at the time administering the Securities Act;


 


Common Stock:  shall have the meaning set forth in the
Recitals hereto;


 


Company:  shall have the meaning set forth in the
Preamble hereto;


 


Cornerstone Investment Agreement:  shall mean
that certain Amended and Cornerstone Investment Agreement,
effective as of March 31, 2010, by and between the Company and REP
Investments LLC, a Delaware limited liability company, as amended from time to
time;


 


Demand Notice:
shall have the meaning set forth in Section 2(a)(i) hereof;


 


Exchange Act:  shall mean the Securities Exchange Act of
1934, as amended (or any successor act), and the rules and regulations
promulgated thereunder;


 


FINRA:  shall mean the Financial Industry Regulatory
Authority;


 


Holder:  shall mean any holder of 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(f)(iii) hereof;


 


Indemnifying Party:  shall have the meaning set
forth in Section 2(f)(iii) hereof;


 


Initial Investors:  shall mean (i) the
Purchasers, (ii) any member of the Purchaser Group, (iii) Blackstone
and (iv) any Permitted Assignees under clauses (i) and (ii) of Section 3(e) hereof;


 


2

















 


Initiating Holder(s):  shall mean any Holder or any
group of Holders, other than Blackstone, with respect to the Registrable
Securities it is designated to receive pursuant to the Investment Agreements;


 


Investment Agreements:  shall mean, collectively, the
Cornerstone Investment Agreement, the Pershing Stock Purchase Agreement and the
Stock Purchase Agreement;


 


Investors:  shall mean (i) any Initial Investors and
(ii) any Permitted Assignees under clause (iii) of Section 3(e) hereof;


 


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(f)(i) hereof;


 


Other Stockholders:  shall have the meaning set
forth in Section 2(a)(iii) hereof;


 


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


 


Permitted Assignees:  shall have the meaning set
forth in Section 3(e) hereto;


 


Pershing Holders:  shall mean the “Holders” defined in that
certain Registration Rights Agreement, dated as of the date hereof, by and
between the Company, Pershing Square Capital Management, L.P., on behalf of
Pershing Square, L.P., a Delaware limited partnership, Pershing Square II,
L.P., a Delaware limited partnership, Pershing Square International, Ltd.,
a Cayman Islands exempted company, and Pershing Square International V, Ltd.,
a Cayman Islands exempted company, and Blackstone, as amended from time to
time;


 


Pershing Stock Purchase Agreement:  shall mean that certain Amended
and Restated Stock
Purchase Agreement, effective as of March 31,
2010, by and between the Company and the Pershing Holders, as amended from time
to time;


 


Person:  shall mean an individual, partnership,
joint-stock company, corporation, trust or unincorporated organization, and a
government or agency or political subdivision thereof;


 


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;


 


Purchaser Group:
shall have the meaning ascribed thereto in the Stock Purchase Agreement;


 


Purchasers:  shall have the meaning set forth in the
Preamble hereto;


 


3

















 


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


 


Register, Registered
and Registration:  shall mean a
registration effected by preparing and (a) 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 (b) filing a Prospectus and/or prospectus
supplement in respect of an appropriate effective Registration Statement;


 


Registrable Securities:  shall mean (A) any shares
of Common Stock acquired or held by an Initial Investor on or after the date hereof
(whether or not acquired pursuant to the Stock Purchase Agreement), including
without limitation shares of Common Stock acquired in connection with the
exercise of any Warrants and shares of Common Stock which at any time an
Initial Investor has a right or obligation to purchase under the Stock Purchase
Agreement, (B) (i) any securities of the Company 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 (A) or (C) (the “Initial Securities”) or
securities that may become Registrable Securities by virtue of clause (B)(iii) or
(ii) any securities of the Company or its Affiliates offered wholly or
partly in consideration of the Initial Securities or securities that may become
Registrable Securities by virtue of clause (B)(iii) in any tender or
exchange offer or (iii) any securities of the Company 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 (B)(i) or (B)(ii), (C) Warrants acquired or held by an
Initial Investor on or after the date hereof and (D) any Registrable
Securities described in (A), (B) or (C) above
acquired or held by a Person, for which rights and obligations  have been assigned pursuant to clause (iii) of
Section 3(e) and in accordance with the terms of Section 3(e) hereof;
provided, that as to any particular Registrable Securities, such
securities shall cease to be Registrable Securities (i) when a
Registration Statement with respect to such securities has been declared
effective under the Securities Act and such securities have been disposed of
pursuant to such Registration Statement, (ii) after such securities have
been sold in accordance with Rule 144 (but not Rule 144A), (iii) after
such securities shall have otherwise been transferred and new securities not
subject to transfer restrictions under any federal securities laws and not
bearing any legend restricting further transfer shall have been delivered by
the Company, all applicable holding periods shall have expired, and no other
applicable and legally binding restriction on transfer by the holder thereof
shall exist, (iv) when such securities are eligible for sale pursuant to Rule 144
under the Securities Act without limitation thereunder on volume or manner of
sale, or (v) when such securities cease to be outstanding;


 


4

















 


Registration Expenses:  shall mean (a) any and all
expenses incurred by the Company and its Subsidiaries in effecting any
Registration pursuant to this Agreement, including, without limitation, all (i) Registration
and filing fees, and all other fees and expenses payable in connection with the
listing of securities on any securities exchange or automated interdealer
quotation system, (ii) fees and expenses of compliance with any securities
or “blue sky” laws (including fees and disbursements of counsel in connection
with “blue sky” qualifications of the securities registered), (iii) expenses
in connection with the preparation, printing, mailing and delivery of any
Registration Statements, Prospectuses, Issuer Free Writing Prospectus and
other documents in connection therewith and any amendments or supplements
thereto, (iv) security engraving and printing expenses, (v) internal
expenses of the Company (including, without limitation, all salaries and
expenses of its officers and employees performing legal or accounting duties), (vi) fees
and disbursements of counsel for the Company and fees and expenses for
independent certified public accountants retained by the Company (including the
expenses associated with the delivery by independent certified public
accountants of any comfort letters requested pursuant to the terms hereof), (vii) fees
and expenses of any special experts retained by the Company in connection with
such Registration, (viii) fees and expenses in connection with any review
by FINRA of any underwriting arrangements or other terms of the offering, and
all reasonable fees and expenses of any “qualified independent underwriter”, (ix) reasonable
fees and disbursements of underwriters customarily paid by issuers or sellers
of securities, but excluding any underwriting fees, discounts and commissions
attributable to the sale of Registrable Securities and fees and expenses of
counsel, (x) costs of printing and producing any agreements among
underwriters, underwriting agreements, any “blue sky” or legal investment
memoranda and any selling agreements and other documents in connection with the
offering, sale or delivery of the Registrable Securities, (xi) transfer
agents’ and registrars’ fees and expenses and the fees and expenses of any
other agent or trustee appointed in connection with such offering and (xii) expenses
relating to any analyst or investor presentations or any “road shows”
undertaken in connection with the Registration, marketing or selling of the
Registrable Securities and (b) reasonable and documented fees and expenses
of one counsel for all of the Participating Holders, which counsel shall be
selected by the Participating Holder holding the largest number of the
Registrable Securities to be sold in the applicable Registration.  Registration Expenses shall not include any
out-of-pocket expenses of the Participating Holders;


 


Registration Statement:  shall mean any registration
statement of the Company that covers Registrable Securities pursuant to the
provisions of this Agreement filed with, or to be filed with, the Commission
under the rules and regulations promulgated under the Securities Act,
including the related Prospectus, amendments and supplements to such
registration statement, including pre- and post-effective amendments, and all
exhibits, financial information and all material incorporated by reference in
such registration statement;


 


Required Shelf Registration Statement: shall have the meaning set forth in Section 2(c);


 


Rule 144; Rule 144A:  shall mean Rule 144 and Rule 144A,
respectively, under the Securities Act (or any successor provisions then in
force);


 


5

















 


S-1 Registration Statement: shall mean a registration statement of the Company on Form S-1
(or any comparable or successor form) filed with the Commission registering any
Registrable Securities;


 


Scheduled Black-Out Period:  shall mean 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;


 


security, securities:  shall have the meaning set
forth in Section 2(a)(1) of the Securities Act;


 


Securities Act:  shall mean the Securities Act of 1933, as
amended (or any successor statute thereto), and the rules and regulations
promulgated thereunder;


 


Selling Expenses:  shall mean all underwriting discounts,
selling commissions and stock transfer taxes applicable to the sale of
Registrable Securities and all fees and disbursements of counsel for each of
the Holders, other than the fees and expenses of one counsel for all of the
Holders, which shall be paid for by the Company in accordance with the terms
set forth in clause (b) of the definition of “Registration Expenses” set
forth herein;


 


Shelf Registration Statement:  shall mean a “shelf”
registration statement of the Company that covers all the Registrable
Securities (and may cover other securities of the Company) on Form S-3 and
under Rule 415 or, if the Company is not then eligible to file on Form S-3,
on Form S-1 under the Securities Act, or any successor rule that may
be adopted by the Commission, and all amendments and supplements to such
registration statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and any
document incorporated by reference therein;


 


Stock Purchase Agreement:  shall have the meaning set
forth in the Recitals hereto;


 


Transfer:  shall have the meaning set forth in Section 2(j)(ii) hereof;
and


 


Warrants:  shall mean the warrants issued by the Company
from time to time pursuant to that certain Warrant Agreement, dated as of November 9,
2010, by and between the Company and Mellon Investor Services LLC.


 


SECTION 2. 
REGISTRATION RIGHTS


 


(a)           Demand Registration.


 


(i)            Request for Registration.  Subject to the limitations and conditions of Section 2(a)(ii),
if the Company shall receive from an Initiating Holder(s) a written demand
(the “Demand Notice”) that the Company effect any Registration with
respect to all or a part of the 


 


6

















 


Registrable Securities owned
by such Initiating Holder(s) having an estimated aggregate fair market
value of at least $75 million, the Company shall:


 


(1)           promptly give written notice of the
proposed Registration to all other Holders in accordance with the terms of Section 2(b);


 


(2)           use its reasonable best efforts
to file a Registration Statement with the Commission in accordance with the
request of the Initiating Holder(s), including without limitation the method of disposition specified therein and covering resales of the Registrable Securities requested to be
registered, as promptly as reasonably practicable but no later than (x) in the
case of a Registration Statement other than an S-1 Registration Statement,
within 30 days of receipt of the Demand Notice or (y) in the case of an S-1
Registration Statement, within 60 days of receipt of
the Demand Notice;


 


(3)           use reasonable best efforts
to cause such Registration Statement to be declared or become effective as
promptly as practicable, but in no event later than 60 days after the date
of initial filing of a Registration Statement pursuant to Section 2(a)(i)(2);
and


 


(4)           use reasonable best
efforts to keep such Registration Statement
continuously effective and in compliance with the Securities Act and usable for
resale of such Registrable Securities for the period as requested in writing by the Initiating
Holder(s) or such longer period as may be requested in writing by any
Holder participating in such registration (which periods shall be extended to
the extent of any suspensions of sales pursuant to Sections 2(a)(ii)(3) or
(4));


 


provided, however, that the Company shall be
permitted, with the consent of the Initiating Holder(s) not to be
unreasonably withheld, to file a post-effective amendment or prospectus
supplement to any currently effective Shelf Registration Statement (including,
without limitation, any resale registration statement filed pursuant to the
terms of the Stock Purchase Agreement) in lieu of an additional registration
statement pursuant to Section 2(a)(i) to the extent the Company
reasonably determines that the Registrable Securities of the Initiating Holder(s) may
be sold thereunder by such Initiating Holder(s) pursuant to their intended
plan of distribution (in which case such post-effective amendment or prospectus
supplement shall not be counted against the limited number of demand
registrations).  It shall not be
unreasonable if, following the recommendation of an underwriter, the Initiating
Holder(s) do not consent to the Company filing a post-effective amendment
or prospectus supplement to a Shelf Registration Statement in lieu of an
additional registration statement requested by the Initiating Holder(s).


 


(ii)           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 2(a):


 


(1)           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;


 


7

















 


(2)           With respect to securities that are
not Registrable Securities;


 


(3)           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 clause (3) 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


 


(4)           Solely with respect to any Affiliate of the Company, 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 (3) and (4) in the aggregate may be
in effect in any 180 day period shall not exceed 60 days.  The Company agrees to use its reasonable best
efforts to issue earnings releases as promptly as practicable following the end
of quarterly reporting periods and to otherwise minimize the duration of
Scheduled Black-Out Periods.


 


(iii)          The Registration Statement filed pursuant to the request of
the Initiating Holder may, subject to the provisions of Section 2(a)(iv) below,
include shares of Common Stock which are held by Holders and Persons who, by
virtue of agreements with the Company (other than this Agreement), are entitled
to include their securities in any such Registration (such Persons, other than
Holders, “Other Stockholders”). 
In the event the Initiating Holder(s) request a Registration
pursuant to this Section 2(a) in connection with a distribution of
Registrable Securities to its partners or members or any other Holder elects to
participate in such Registration pursuant to Section 2(b) hereof in
connection with a distribution of Registrable Securities to its partners or
members, the Registration shall provide for the resale by such partners or
members, if requested by such Holder.


 


(iv)          Underwriting.  If the Initiating Holder(s) intend to
distribute the Registrable Securities covered by their request by means of an
underwriting, it shall so advise the Company as a part of the request made pursuant
to Section 2(a).  If Other
Stockholders or Holders, to the extent they have any registration rights under Section 2(b),
request inclusion of their shares of Common Stock in the underwriting, the
Initiating Holder(s) shall offer to include the shares of Common Stock of
such Holders and Other Stockholders in the underwriting and may condition such
offer on their acceptance of the further applicable provisions of this Section 2.  The Holders whose Registrable Securities are
to be included in such Registration and the Company shall (together with all
Other Stockholders proposing to distribute their shares of Common Stock through
such underwriting) enter into an underwriting agreement in customary form for
secondary public offerings with the managing underwriter or underwriters
selected for such underwriting by a majority-in-interest of the Holders whose
Registrable Securities are to be included in such Registration subject to
approval by the Company not to be unreasonably withheld (which underwriters may
also include a non-bookrunning co-manager selected by the Company subject to
approval by a majority-in-interest of the Holders whose Registrable Securities
are to be included in such Registration); provided, however, that
such underwriting 


 


8

















 


agreement shall not provide
for indemnification or contribution obligations on the part of any Holder or
Other Stockholder greater than the obligations of the Holders under Section (2)(f)(ii) or
Section 2(f)(iv).  Notwithstanding
any other provision of this Section 2(a), if the managing underwriter or
underwriters advises the Holders in writing that marketing factors require a
limitation on the number of shares to be underwritten, some or all of the
securities of the Company held by the Other Stockholders (other than the
Brookfield/Pershing Holders) shall be excluded from such Registration to the
extent so required by such limitation. 
If, after the exclusion of such shares held by such Other Stockholders
(other than the Brookfield/Pershing Holders), further reductions are still
required due to the marketing limitation, the number of Registrable Securities
included in the Registration by each Holder (including the Initiating
Holder(s)) and the Brookfield/Pershing Holders shall be reduced on a pro rata
basis (based on the number of Registrable Securities requested to be included
in such registration by such Holders and the Brookfield/Pershing Holders, as
applicable), by such minimum number of shares as is necessary to comply with
such request.  No Registrable Securities
or any other securities excluded from the underwriting by reason of the
underwriter’s marketing limitation shall be included in such Registration.  If any Holder or Other Stockholder who has
requested inclusion in such Registration as provided above disapproves of the
terms of the underwriting, such Person may elect to withdraw therefrom by
providing written notice to the Company, the underwriter and the Initiating
Holder(s).  The securities so withdrawn
shall also be withdrawn from Registration. 
If the underwriter has not limited the number of Registrable Securities
or other securities to be underwritten, the Company and executive officers and
directors of the Company (whether or not such Persons have registration rights
pursuant to Section 2(b) hereof) may include its or their securities
for its or their own account in such Registration if the managing underwriter
or underwriters and the Company so agree and if the number of Registrable
Securities and other securities which would otherwise have been included in
such Registration and underwriting will not thereby be limited.


 


(v)           The number of demand registrations
that the Holders shall be entitled to request, and that the Company shall be
obligated to undertake, pursuant to this Section 2(a) shall be
unlimited; provided, that the Company shall not be obligated to
undertake more than three underwritten offerings pursuant to this Section 2
during the term of this Agreement, provided, further that in no
event shall the Company be required to effect more than one underwritten
offering in any twelve-month period pursuant to this Section 2.


 


(vi)          In the case of an underwritten
offering under this Section 2(a), the price, underwriting discount and
other financial terms for the Registrable Securities shall be determined by the
Initiating Holder(s).


 


(b)           Piggyback Registration.


 


(i)            If the Company shall determine to
register any of its
capital stock (including any warrants) either
(x) for its own account, (y) for the account of the Holders listed in
Section 2(a) pursuant to the terms thereof, or (z) for the
account of Other Stockholders (other than (A) a Registration relating
solely to Qualifying Employee Stock, (B) a Registration relating solely to
a Rule 145 transaction under the Securities Act or (C) a Registration
on any Registration form which does not permit secondary sales or does not
include substantially the 


 


9

















 


same information as would be
required to be included in a Registration Statement), the Company will, subject
to the conditions set forth in this Section 2(b):


 


(1)           promptly give to each of the Holders
a written notice thereof (which shall include a list of the jurisdictions in
which the Company intends to attempt to qualify such securities under the
applicable blue sky or other state securities laws); and


 


(2)           subject to Section 2(b)(ii) below
and any transfer restrictions any Holder may be a party to, include in such
Registration (and any related qualification under blue sky laws or other
compliance), and in any underwriting involved therein, all the Registrable
Securities specified in a written request or requests, made by the
Holders.  Such written request may
specify all or a part of the Holders’ Registrable Securities and shall be
received by the Company within ten (10) days after written notice from the
Company is given under Section 2(b)(i)(1) above.  In the event any Holder requests inclusion in
a Registration pursuant to this Section 2(b) in connection with a
distribution of Registrable Securities to its partners or members, the
Registration shall provide for the resale by such partners or members, if
requested by such Holder.


 


(ii)           Underwriting.  If the Registration of which the Company
gives notice is for a Registered public offering involving an underwriting, the
Company shall so advise each of the Holders as a part of the written notice
given pursuant to Section 2(b)(i)(1) above.  In such event, the right of each of the
Holders to Registration pursuant to this Section 2(b) shall be
conditioned upon such Holders’ participation in such underwriting and the
inclusion of such Holders’ Registrable Securities in the underwriting to the
extent provided herein.  The Holders
whose Registrable Securities are to be included in such Registration shall
(together with the Company and the Other Stockholders distributing their
securities through such underwriting) enter into an underwriting agreement in
customary form for secondary public offerings with the managing underwriter or
underwriters selected for underwriting by the Company (and if the Registration
was initiated by a Holder pursuant to Section 2(a), such underwriters must
be selected by the Initiating Holder(s) and reasonably acceptable to the
Company); provided, however, that such underwriting agreement
shall not provide for indemnification or contribution obligations on the part
of any Holder or Other Stockholder greater than the obligations of the Holders
under Section 2(f)(ii) or Section 2(f)(iv).  Notwithstanding any other provision of this Section 2(b),
if any Registration in respect of which any Holder is exercising its rights
under this Section 2(b) involves an underwritten public offering
(other than a demand Registration pursuant to Section 2(a), in which case
the provisions with respect to priority of inclusion in such Registration set
forth in Section 2(a) shall apply) and the managing underwriter or
underwriters advises the Company that in its view marketing factors require a
limitation on the number of securities 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 or a
Brookfield/Pershing Holder) exercising a contractual right to demand
registration; (2) second, all Registrable Securities requested to be
included by the Holders, all Registrable Securities to be included by the Brookfield/Pershing Holders and
securities of the 


 


10

















 


Company being sold by any
Person (other than a Holder or a Brookfield/Pershing Holder) with
similar piggyback registration rights, pro rata, based on the number of shares
requested to be included in such registration by such Holders, the Brookfield/Pershing Holders and
such Persons; and (3) third, among any other holders of securities of the
Company requesting such registration, pro rata, based on the number of
securities requested to be included in such registration by each such
holder.  For the avoidance of doubt, in
the event any Brookfield/Pershing Holder exercises demand registration rights,
such registration is an underwritten public offering and the managing
underwriter advises that marketing factors require a limitation on the number
of securities to be so underwritten, Registrable Securities of any Holders
exercising piggyback rights under this Section 2(b) in connection
with such offering and any securities to be included in such offering by the
Brookfield/Pershing Holders shall be included in such offering in the same
priority and allocated on a pro rata basis, as set forth in clause (2) above.  If any of the Holders or any officer,
director or Other Stockholder disapproves of the terms of any such
underwriting, he, she or it may elect to withdraw therefrom by providing
written notice to the Company, the underwriter and the Initiating
Holder(s).  Any Registrable Securities or
other securities excluded or withdrawn from such underwriting shall be
withdrawn from such Registration.


 


(c)           Required Shelf Registration
Statement.  From and after the
declaration of effectiveness by the Commission of the Shelf Registration
Statement contemplated by Section 7.1(l) of the Stock Purchase
Agreement (the “Required Shelf Registration Statement”), the Company
shall use reasonable best efforts to cause such Required Shelf Registration
Statement to be continuously effective so long as there are any Registrable
Securities outstanding.  In connection
with the Required Shelf Registration Statement, the Company will, subject to
the terms and limitations of this Section 2, as promptly as reasonably
practicable upon notice from any Holder requesting Registration in accordance
with the terms of this Section 2(c), cooperate in any shelf take-down by
amending or supplementing the Prospectus related to such Registration as may be
reasonably requested by such Holder or as otherwise required to reflect the
number of Registrable Securities to be sold thereunder.


 


(d)           Expenses of Registration.  All Registration Expenses incurred in
connection with any Registration, qualification or compliance pursuant to this Section 2
shall be borne by the Company, and all Selling Expenses shall be borne by the
Holders of the securities so registered pro rata on the basis of the number of
their shares so registered (or, in the case of fees and disbursements of
counsel and advisors to any Holders that do not constitute Registration
Expenses, by the Holders as incurred).


 


(e)           Registration Procedures.  In the case of each Registration effected by
the Company pursuant to this Section 2, the Company will keep the
Participating Holders advised in writing as to the initiation of each
Registration and as to the completion thereof. 
At its expense, the Company will:


 


(i)            as promptly as practicable, prepare and file with the
Commission such pre- and post-effective amendments to such Registration
Statement, supplements to the Prospectus and such amendments or supplements to
any Issuer Free Writing Prospectus as may be (1) reasonably requested by
the Initiating Holder(s) (if any), (2) reasonably requested by any
other Participating Holder (to the extent such request relates to information
relating to such 


 


11

















 


Participating Holder), or (3) necessary to keep
such Registration effective for the period of time required by this Agreement,
and comply with provisions of the applicable securities laws with respect to
the sale or other disposition of all securities covered by such Registration Statement
during such period in accordance with the intended method or methods of
disposition by the sellers thereof set forth in such Registration Statement;


 


(ii)           notify the Participating Holders and the managing
underwriter or underwriters, if any, and (if requested) confirm such advice in
writing and provide copies of the relevant documents, as promptly as
practicable after notice thereof is received by the Company (1) when the
applicable Registration Statement or any amendment thereto has been filed or becomes
effective, and when the applicable Prospectus or Issuer Free Writing Prospectus
or any amendment or supplement thereto has been filed, (2) to the extent
any of the following relates to the Participating Holders or information
supplied by the Participating Holders, of any written comments by the
Commission or any request by the Commission or any other federal or state
governmental authority for amendments or supplements to such Registration
Statement, Prospectus or Issuer Free Writing Prospectus or for additional
information, (3) of the issuance by the Commission of any stop order
suspending the effectiveness of such Registration Statement or any order by the
Commission or any other regulatory authority preventing or suspending the use
of any Prospectus or any Issuer Free Writing Prospectus or the initiation or
threatening of any proceedings for such purposes, (4) if, at any time, the
representations and warranties of the Company in any applicable underwriting
agreement cease to be true and correct in all material respects, and
(5) of the receipt by the Company or its legal counsel of any notification
with respect to the suspension of the qualification of the Registrable
Securities for offering or sale in any jurisdiction or the initiation or threatening
of any proceeding for such purpose;


 


(iii)          promptly notify the Participating Holders and the managing
underwriter or underwriters, if any, when the Company becomes aware of the
happening of any event as a result of which the applicable Registration Statement,
the Prospectus included in such Registration Statement (as then in effect) or
any Issuer Free Writing Prospectus contains any untrue statement of a material
fact or omits to state a material fact required to be stated therein or
necessary in order to make the statements therein (in the case of such
Prospectus or any Issuer Free Writing Prospectus, in light of the circumstances
under which they were made) not misleading, and when any Issuer Free Writing
Prospectus includes information that may conflict with the information
contained in the Registration Statement, or, if for any other reason it shall
be necessary during such time period to amend or supplement such Registration
Statement, Prospectus or Issuer Free Writing Prospectus in order to comply with
the Securities Act and, in either case as promptly as reasonably practicable
thereafter, prepare and file with the Commission, and furnish without charge to
the Participating Holders and the managing underwriter or underwriters, if any,
an amendment or supplement to such Registration Statement, Prospectus or Issuer
Free Writing Prospectus which shall correct such misstatement or omission or
effect such compliance;


 


(iv)          use its reasonable best efforts to prevent, or obtain the
withdrawal of, any stop order or other order suspending the use of any
Prospectus or any Issuer Free Writing Prospectus;


 


(v)           deliver to each Participating Holder and each underwriter,
if any, without charge, as many copies of the applicable Prospectus (including
each preliminary Prospectus), any 


 


12
















 


Issuer Free Writing Prospectus and any amendment or
supplement thereto as such Participating Holder or underwriter may reasonably
request (it being understood that the Company consents to the use of such
Prospectus, any Issuer Free Writing Prospectus and any amendment or supplement
thereto by such Holder and the underwriters, if any, in connection with the
offering and sale of the Registrable Securities thereby) and such other
documents as such Participating Holder or underwriter may reasonably request in
order to facilitate the disposition of the Registrable Securities by such
Participating Holder or underwriter;


 


(vi)          subject to the terms set forth in Section 2(a)(ii)(1) and Section 2(c) hereof,
on or prior to the date on which the applicable Registration Statement is
declared effective, use its reasonable best efforts to register or qualify the
Registrable Securities covered by such Registration Statement under such other
securities or “blue sky” laws of such jurisdictions in the United States as any
Participating Holder reasonably (in light of such Participating Holder’s
intended plan of distribution) requests and do any and all other acts and
things that may be reasonably necessary or advisable to enable such
Participating Holder to consummate the disposition of the Registrable
Securities owned by such Participating Holder pursuant to such Registration
Statement;


 


(vii)         make such representations and warranties to the Participating Holders
and the underwriters or agents, if any, in form, substance and scope as are
customarily made by issuers in underwritten public offerings;


 


(viii)        enter
into such customary agreements (including underwriting and indemnification
agreements) and take such other actions as the Initiating Holder(s) or the
managing underwriter, if any, reasonably requests in order to expedite or
facilitate the Registration and disposition of such Registrable Securities;


 


(ix)           use its reasonable best efforts to obtain for delivery to the managing
underwriter, if any, an opinion or opinions from counsel for the Company dated
the effective date of the Registration Statement or, in the event of an
underwritten offering, the date of the closing under the underwriting
agreement, in form and substance as is customarily given to underwriters in an
underwritten secondary public offering;


 


(x)            in the case of an underwritten offering, use reasonable best efforts to
obtain for delivery to the Company and the managing underwriter, if any, a “
comfort” letter from the Company’s independent certified public accountants in
form and substance as is customarily given by independent certified public
accountants in an underwritten secondary public offering;


 


(xi)           cooperate with each Participating Holder and the underwriters, if any,
of such Registrable Securities and their respective counsel in connection with
any filings required to be made with FINRA;


 


(xii)          use its reasonable best efforts to cause all Registrable Securities
covered by the applicable Registration Statement to be listed or quoted on a
national securities exchange or trading system and each securities exchange and
trading system (if any) on which similar securities issued by the Company are
then listed;


 


13

















 


(xiii)         cooperate with the Participating Holders and the underwriters, if any,
to facilitate the timely preparation and delivery of certificates, with
requisite CUSIP numbers, representing Registrable Securities to be sold and not
bearing any restrictive legends;


 


(xiv)        in
the case of an underwritten offering, make reasonably available the senior
executive officers of the Company to participate in the customary “road show”
presentations that may be reasonably requested by the managing underwriter in
any such underwritten offering and otherwise to facilitate, cooperate with, and
participate in each proposed offering contemplated herein and customary selling
efforts related thereto;


 


(xv)         use its reasonable best efforts to procure the cooperation of the
Company’s transfer agent in settling any offering or sale of Registrable
Securities, including with respect to the transfer of physical security
instruments into book-entry form in accordance with any procedures reasonably
requested by the Holders or any managing underwriter(s);


 


(xvi)        use
its reasonable best efforts to take such actions as are under its control to
become or remain a well-known seasoned issuer (as such term in defined in Rule 405
under the Securities Act) and not become an illegible issuer (as such term is
defined in Rule 405 under the Securities Act) during the period when such
Registration Statement remains in effect; and


 


(xvii)       make
available for inspection by a representative of Participating Holders that are
selling at least five percent (5%) of the Registrable Securities included in such
Registration (and who is named in the applicable prospectus supplement as a
Person who may be deemed to be an underwriter with respect to an offering and
sale of Registrable Securities), the managing underwriter(s), if any, and any
attorneys or accountants retained by such Holders or the managing
underwriters(s), at the offices where normally kept, during reasonable business
hours, financial and other records and pertinent corporate documents of the
Company, and cause the officers, directors and employees of the Company to
supply all information in each case reasonably requested by any such
representative, managing underwriter, attorney or accountant in connection with
such Registration Statement; provided, that if any such information is
identified by the Company as being confidential or proprietary, each Person
receiving such information shall take such actions as are reasonably necessary
to protect the confidentiality of such information and shall sign customary
confidentiality agreements reasonably requested by the Company prior to the
receipt of such information.


 


(f)            Indemnification.


 


(i)            Indemnification by the Company.  With respect to each Registration which has
been effected pursuant to this Section 2, the Company agrees to indemnify
and hold harmless, to the fullest extent permitted by law, (1) each of the
Participating Holders and each of its officers, directors, limited or general
partners and members thereof, (2) each member, limited or general partner
of each such member, limited or general partner, (3) each of their
respective Affiliates, officers, directors, shareholders, employees, advisors,
and agents and each Person who controls (within the meaning of the Securities
Act or the Exchange Act) such Persons and each underwriter, if any, and each
person who controls (within the meaning of the Securities Act or the Exchange
Act) any underwriter, against any and all claims, losses, damages, penalties,
judgments, suits, costs, liabilities and expenses (or actions in respect
thereof) (collectively, the 


 


14

















 


“Losses”) arising out
of or based on (A) any untrue statement (or alleged untrue statement) of a
material fact contained in any Registration Statement (including any Prospectus
or Issuer Free Writing Prospectus) or any other document incident to any such
Registration, qualification or compliance, (B) any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading (in the case of any
Prospectus or Issuer Free Writing Prospectus, in light of the circumstances
under which they were made not misleading), or (C) any violation by the
Company of the Securities Act or the Exchange Act applicable to the Company and
relating to action or inaction required of the Company in connection with any
such Registration, qualification or compliance, and will reimburse each of the
Persons listed above, for any reasonable and documented legal and any other
expenses reasonably incurred in connection with investigating and defending any
such Losses, provided, that the Company will not be liable in any such
case to the extent that any such Losses arise out of or are based on any untrue
statement or omission based upon written information furnished to the Company
by the Participating Holders or underwriter and stated to be specifically for
use therein.


 


(ii)           Indemnification by the Participating Holders.  Each of the Participating
Holders agrees (severally and not jointly) to indemnify and hold harmless, to
the fullest extent permitted by law, the Company, each of its directors and
officers and each underwriter, if any, of the Company’s securities covered by
such a Registration Statement, each Person who controls the Company (within the
meaning of the Securities Act or the Exchange Act) or such underwriter, each
other Participating Holder and each of their respective officers, directors,
partners and members, and each Person controlling such Participating Holder
(within the meaning of the Securities Act or the Exchange Act) against any and
all Losses arising out of or based on (A) any untrue statement (or alleged
untrue statement) of a material fact contained in any Registration Statement
(including any Prospectus or Issuer Free Writing Prospectus) or any other
document incident to any such Registration, qualification or compliance
(including any notification or the like) made by such Participating Holder in
writing or (B) any omission (or alleged omission) to state therein a
material fact required to be stated therein or necessary to make the statements
by such Participating Holder therein not misleading (in the case of any
Prospectus or Issuer Free Writing Prospectus, in light of the circumstances
under which they were made not misleading) and will reimburse the Persons
listed above for any reasonable and documented legal or any other expenses
reasonably incurred in connection with investigating or defending any such
Losses, in each case to the extent, but only to the extent, that such untrue statement
(or alleged untrue statement) or omission (or alleged omission) is made in
reliance upon and in conformity with written information furnished to the
Company by such Participating Holder and stated to be specifically for use
therein; provided, however, that the obligations of each of the
Participating Holders hereunder shall be limited to an amount equal to the net
proceeds (after giving effect to any underwriters discounts and commissions)
such Participating Holder receives in such Registration.


 


(iii)          Conduct of the Indemnification Proceedings.  Each party entitled to
indemnification under this Section 2(f) (the “Indemnified Party”)
shall give notice to the party required to provide indemnification (the “Indemnifying
Party”) promptly after such Indemnified Party has actual knowledge of any
claim as to which indemnity may be sought, and shall permit the Indemnifying
Party to assume the defense of any such claim or any litigation resulting 


 


15

















 


therefrom; provided,
that counsel for the Indemnifying Party, who shall conduct the defense of such
claim or any litigation resulting therefrom, shall be approved by the
Indemnified Party (whose approval shall not unreasonably be withheld) and the
Indemnified Party may participate in such defense at such party’s expense
(unless the Indemnified Party shall have reasonably concluded that there may be
a conflict of interest between the Indemnifying Party and the Indemnified Party
in such action, in which case the fees and expenses of counsel shall be at the
expense of the Indemnifying Party), and provided, further, that
the failure of any Indemnified Party to give notice as provided herein shall
not relieve the Indemnifying Party of its obligations under this Section 2(f) unless
the Indemnifying Party is prejudiced thereby. 
It is understood and agreed that the Indemnifying Party shall not, in
connection with any proceeding or related proceeding in the same jurisdiction,
be liable for the fees and expenses of more than one separate legal counsel for
all Indemnified Parties; provided, however, that where the
failure to be provided separate legal counsel could potentially result in a
conflict of interest on the part of such legal counsel for all Indemnified
Parties, separate counsel shall be appointed for Indemnified Parties to the
extent needed to alleviate such potential conflict of interest.  No Indemnifying Party, in the defense of any
such claim or litigation shall, except with the prior written consent of each
Indemnified Party, consent to entry of any judgment or enter into any
settlement which does not include as an unconditional term thereof the giving
by the claimant or plaintiff to such Indemnified Party of a release from all
liability in respect to such claim or litigation.  Each Indemnified Party shall furnish such
information regarding itself or the claim in question as an Indemnifying Party
may reasonably request in writing and as shall be reasonably required in
connection with the defense of such claim and litigation resulting therefrom.


 


(iv)          If the indemnification provided for in this Section 2(f) is
held by a court of competent jurisdiction to be unavailable to an Indemnified
Party with respect to any Losses, then the Indemnifying Party, in lieu of
indemnifying such Indemnified Party hereunder, 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 of the Indemnified Party on the other in connection
with the statements or omissions (or alleged statements or omissions) which
resulted in such Losses, as well as any other relevant equitable
considerations.  The relative fault of
the Indemnifying Party and of the Indemnified Party shall be determined by
reference to, among other things, whether the untrue (or alleged untrue)
statement of a material fact or the omission (or alleged omission) to state a
material fact relates to information supplied by the Indemnifying Party or by
the Indemnified Party and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission; provided,
however, that the obligations of each of the Participating Holders hereunder
shall be several and not joint and shall be limited to an amount equal to the
net proceeds (after giving effect to any underwriters discounts and
commissions) such Participating Holder receives in such Registration and, provided,
further, that 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.  For purposes of this Section 2(f)(iv),
each Person, if any, who controls an underwriter or agent within the meaning of
Section 15 of the Securities Act shall have the same rights to
contribution as such underwriter or agent and each director of the Company,
each officer of the Company who signed a Registration Statement, and each
Person, if any, who controls the Company or a selling Holder within the meaning
of Section 15 of the Securities Act 


 


16

















 


shall have the same rights
to contribution as the Company or such selling Holder, as the case may be.


 


(v)           Subject to the limitations on the Holders’ liability set forth in Section 2(f)(ii) and
Section 2(f)(iv), the remedies provided for in this Section 2(f) are
not exclusive and shall not limit any rights or remedies which may otherwise be
available to any Indemnified Party at law or equity.  The remedies shall remain in full force and
effect regardless of any investigation made by or on behalf of such Holder or
any Indemnified Party and survive the transfer of such securities by such
Holder.


 


(vi)          The
obligations of the Company and of the Participating Holders hereunder to
indemnify any underwriter or agent who participates in an offering (or any
Person, if any controlling such underwriter or agent within the meaning of Section 15
of the Securities Act) shall be conditioned upon the underwriting or agency
agreement with such underwriter or agent containing an agreement by such
underwriter or agent to indemnify and hold harmless the Company, each of its
directors and officers, each other Participating Holder, and each Person who
controls the Company (within the meaning of the Securities Act or the Exchange
Act) or such Participating Holder against all Losses, but only with respect to
untrue statements or omissions, or alleged untrue statements or omissions, made
in the Registration Statement (or any amendment thereto), or any preliminary
prospectus or the Prospectus (or any amendment or supplement thereto) in
reliance upon and in conformity with written information furnished to the
Company by such underwriter or agent expressly for use in such filings
described in this sentence.


 


(g)           Participating Holders.


 


(i)            Each of the Participating Holders shall furnish to the Company such
information regarding such Participating Holder and its partners and members,
and the distribution proposed by such Holder as the Company may reasonably
request in writing and as shall be reasonably requested in connection with any
Registration, qualification or compliance referred to in this Section 2.


 


(ii)           In the event that, either immediately prior to or subsequent to the
effectiveness of any Registration Statement, any Participating Holder shall
distribute Registrable Securities to its partners or members, such
Participating Holder shall so advise the Company and provide such information
as shall be necessary to permit an amendment to such Registration Statement to
provide information with respect to such partners or members, as selling
security holders.  As soon as is
reasonably practicable following receipt of such information, the Company shall
file an appropriate amendment to such Registration Statement reflecting the
information so provided.  Any incremental
expense to the Company resulting from such amendment shall be borne by such Participating
Holder.


 


(iii)          Each Holder agrees that at the time that such Holder is a Participating
Holder, upon receipt of any notice from the Company of the happening of any
event of the kind described in Section 2(e)(iii), such Holder shall
forthwith discontinue disposition of Registrable Securities pursuant to the
Registration Statement covering such Registrable Securities until such 


 


17

















 


Holder’s receipt of the
copies of a supplemented or amended Prospectus or Issuer Free Writing
Prospectus or until such Holder is advised in writing by the Company that the
use of the Prospectus or Issuer Free Writing Prospectus, as the case may be,
may be resumed, and, if so directed by the Company, such Holder shall deliver
to the Company all copies, other than any permanent file copies then in such
Holder’s possession, of the most recent Prospectus or any Issuer Free Writing
Prospectus covering such Registrable Securities at the time of receipt of such
notice.  If the Company shall give such
notice, the Company shall extend the period during which such Registration
Statement shall be maintained effective by the number of days during the period
from and including the date of the giving of notice pursuant to Section 2(e)(iii) to
the date when the Company shall make available to such Holder a copy of the
supplement or amended Prospectus or Issuer Free Writing Prospectus or is
advised in writing that the use of the Prospectus or Issuer Free Writing
Prospectus may be resumed.


 


(h)           Rule 144.  With a view to making available the benefits
of certain rules and regulations of the Commission which may permit the
sale of restricted securities to the public without Registration, the Company
agrees to use its reasonable best 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 after it has become subject to
such reporting requirements (or, if the Company is not required to file such
reports, it will, upon the reasonable request of the Holders holding a majority
of the then outstanding Registrable Securities, make publicly available such
necessary information for so long as necessary to permit sales pursuant to Rules 144
under the Securities Act).


 


(i)            Termination.  The registration rights set forth in this Section 2
shall terminate and cease to be available as to any securities held by an Investor at
such time as such Investor
(after owning) first ceases to own any Registrable
Securities.


 


(j)            Lock-Up Agreements.


 


(i)            The Company agrees that, if requested by the managing underwriter in any
underwritten public offering contemplated by this Agreement, it will enter into
a customary “lock-up” agreement providing that it will not, directly or
indirectly, sell, offer to sell, grant any option for the sale of, or otherwise
dispose of any Common Stock or securities convertible into or exchangeable or
exercisable for Common Stock (subject to customary exceptions), other than any
such sale or distribution of Common Stock upon exercise of the Company’s
Warrants, for a period of 60 days from the effective date of the Registration
Statement pertaining to such Common Stock; provided, however,
that any such lock-up agreement shall not prohibit the Company from directly or
indirectly (i) selling, offering to sell, granting any option for the sale
of, or otherwise disposing of any Qualifying Employee Stock (or otherwise
maintaining its employee benefits plans in the ordinary course of business) or (ii) issuing
Common Stock or securities convertible into or exchangeable for Common Stock
upon exercise or conversion of any warrant (including any other Warrant),
option, right or convertible or exchangeable security issued in connection with
the plan of reorganization.  Each Holder
shall coordinate with other Holders and the Brookfield Holders and the Pershing
Holders such that the total number of days that the Company will be subject to
such restrictions (including similar restrictions pursuant to 


 


18

















 


any registration rights
agreements with the Brookfield Holders and the Pershing Holders) as may be in
effect in any 365-day period shall not exceed 120 days.


 


(ii)           In the event that any Holder is an Affiliate of the Company, if
requested by the managing underwriter in any underwritten public offering
permitted by this Agreement, such Holder will enter into a customary “lock-up”
agreement providing that it will not sell, grant any option for the sale of, or
otherwise dispose (each, “Transfer”) of any Common Stock outside of such
public offering (subject to customary exceptions) for a period of 60 days from
the effective date of the Registration Statement pertaining to such Common
Stock; provided, however, that a Purchaser or member of its Purchaser
Group may Transfer such Common Stock in such amounts, and at such times, as
Fairholme Capital Management, LLC, such Purchaser or such member of its
Purchaser Group determines to be in such Purchaser’s or such member of its
Purchaser Group’s best interests in light of its then current circumstances and
the laws and regulations applicable to it as a management investment company
registered under the Investment Company Act of 1940, as amended, with a policy
of qualifying as a “regulated investment company” as defined in
Subchapter M of the Internal Revenue Code of 1986, as amended.


 


(k)           Notwithstanding any provision of this Agreement to the contrary, in
order for a Registration to be included as a Registration for purposes of this Section 2,
the Registration Statement in connection therewith shall have been continually
effective in compliance with the Securities Act and usable for resale for the
full period established with respect to such Registration (except in the case of
any suspension of sales pursuant to (A) a Scheduled Black-Out Period, or (B) Section 2(e)(iii) hereof,
in which case such period shall be extended to the extent of such suspension).


 


(l)            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 related
financial statements on Form 10-Q and Form 10-K, the Company shall
use its reasonable best efforts to promptly file such post-effective amendment
and may postpone or suspend effectiveness of such Registration Statement for a
period not to exceed thirty (30) consecutive days to the extent the Company
determines necessary to comply with applicable securities laws; provided,
that the period by which the Company postpones or suspends the effectiveness of
a shelf Registration Statement pursuant to this Section 2(l) plus any
suspension, deferral or delay pursuant to Section 2(e)(iii) shall not
exceed 60 days in the aggregate in any twelve-month period.


 


SECTION 3.  MISCELLANEOUS


 


(a)           Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed entirely within such State without regard to
conflicts of law principles.


 


(b)           Section Headings.  The headings of the sections and subsections
of this Agreement are inserted for convenience only and shall not be deemed to
constitute a part thereof.


 


19

















 


(c)           Notices.


 


(i)            All communications under this Agreement shall be in writing and shall be
delivered by hand or facsimile or mailed by overnight courier:


 


(1)           if to the Company, to:


 


General Growth Properties, Inc.


110 N. Wacker Drive


Chicago IL 60606


Attention:         Ronald
L. Gern, Esq., General Counsel


Fax: (312) 960-5485


 


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


 


Weil, Gotshal & Manges LLP


767 Fifth Avenue


New York, NY 10153


Attention:         Malcolm
E. Landau, Esq.


Matthew D. Bloch, Esq.


Facsimile: (212) 310-8007


 


(2)           if to the Holders, at the address or facsimile number listed on Schedule
I hereto, or at such other address or facsimile number as may have been
furnished to the Company in writing.


 


(ii)           Any notice so addressed shall be deemed to be given: if delivered by
hand or facsimile, on the date of such delivery; and if mailed by overnight
courier, on the first business day following the date of such mailing.


 


(d)           Reproduction of Documents.  This Agreement and all documents relating
thereto, including, without limitation, any consents, waivers and modifications
which may hereafter be executed may be reproduced by the Holders by any
photographic, photostatic, microfilm, microcard, miniature photographic or
other similar process and the Holders may destroy any original document so
reproduced.  The parties hereto agree and
stipulate that any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding (whether or not
the original is in existence and whether or not such reproduction was made by
the Holders in the regular course of business) and that any enlargement,
facsimile or further reproduction of such reproduction shall likewise be
admissible in evidence.


 


(e)           Successors and Assigns.  Neither this Agreement nor any right or
obligation hereunder may be assigned in whole or in part by any party without
the prior written consent of the other parties hereto and any purported
assignment in violation of this provision shall be void; provided, however,
that the rights and obligations hereunder of any Investor may be assigned, in
whole or in part, to any Person who acquires such Registrable Securities that (i) is



 


20

















 


a member of the Purchaser
Group, (ii) is an Affiliate of any Initial Investor or (iii) is
unable to immediately sell, without limitations (including, but not limited to,
any limitation on volume or manner of sale) or restrictions under Rule 144,
all Registrable Securities and other shares of Common Stock held by such Person
(provided, that for this clause (iii), any such rights and obligations
may be assigned solely with respect to such Registrable Securities) (each such
Person described in clauses (i), (ii) or (iii), a “Permitted Assignee”).  Any assignment pursuant to this Section 3(e) shall
be effective and any Person shall become a Permitted Assignee only upon receipt
by the Company of (1) a written notice from the transferring Holder
stating the name and address of the transferee and identifying the number of
shares of Registrable Securities with respect to which the rights under this
Agreement are being transferred and, if fewer than all of the rights
attributable to a Holder hereunder are to be so transferred, the nature of the
rights so transferred and (2) a written instrument by which the transferee
agrees to be bound by all of the terms and conditions applicable to a Holder of
such Registrable Securities.  Subject to
the foregoing, this Agreement shall inure to the benefit of and be binding upon
the successors and permitted assigns of each of the parties.


 


(f)            Several Nature of Commitments.  The obligations of each Holder hereunder are
several and not joint and several, and relate only to the Registrable
Securities held by such Holder from time to time.  No Holder shall bear responsibility to the
Company for breach of this Agreement or any information provided by any other
Holder.


 


(g)           Additional Investors.  The parties hereto acknowledge that certain
Persons may become stockholders of the Company and the Company may wish to
grant such Persons registration rights with respect to the shares of Common
Stock issued to such Persons.  The
Company may do so in its discretion so long as such registration rights are not
inconsistent with the registration rights granted to the Holders hereunder and,
if any registrations rights granted are more favorable than those provided to
Holders of Common Stock hereunder, conforming changes reasonably acceptable to
the Purchasers are made to this Agreement to provide Holders hereunder with
substantially similar rights.


 


(h)           Entire Agreement; Amendment and Waiver.  This Agreement constitutes the entire
understanding of the parties hereto relating to the subject matter hereof and
supersedes all prior understandings among such parties.  This Agreement may be amended with (and only
with) the written consent of the Company and the Holders holding a majority of
the then outstanding Registrable Securities and any such amendment shall apply
to all Holders and all of their Registrable Securities; provided, that,
notwithstanding the foregoing, additional Holders may become party hereto upon
an assignment of rights and obligations hereunder pursuant to Section 3(e);
provided  further, however, that other than as set forth in
Section 3(e), the Company may not add additional parties hereto without
the consent of Holders holding a majority of the then outstanding Registrable
Securities.  The observance of any term
of this Agreement may be waived by the party or parties waiving any rights
hereunder; provided, that any such waiver shall apply to all Holders and
all of their Registrable Securities only if made by Holders holding a majority
of then-outstanding Registrable Securities.


 


(i)            Injunctive Relief.  It is hereby agreed and acknowledged that it
will be impossible to measure in money the damage that would be suffered if the
parties fail to comply 


 


21

















 


with any of the obligations
herein imposed on them and that in the event of any such failure, an aggrieved
Person will be irreparably damaged and will not have an adequate remedy at
law.  Any such Person shall, therefore,
be entitled (in addition to any other remedy to which it may be entitled in law
or in equity) to injunctive relief, including specific performance, to enforce
such obligations, and if any action should be brought in equity to enforce any
of the provisions of this Agreement, none of the parties hereto shall raise the
defense that there is an adequate remedy at law.


 


(j)            WAIVER
OF JURY TRIAL.  EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY
CONTROVERSY WHICH 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.


 


(k)           No Inconsistent Agreements.  The Company is not currently a party to any
agreement which is, or could be inconsistent with, the rights granted to the
Holders by this Agreement.


 


(l)            Severability.  In the event that any part or parts of this
Agreement shall be held illegal or unenforceable by any court or administrative
body of competent jurisdiction, such determination shall not affect the
remaining provisions of this Agreement which shall remain in full force and
effect.


 


(m)          Counterparts.  This Agreement may be executed in two or more
counterparts (including by email or facsimile signature), each of which shall
be deemed an original and all of which together shall be considered one and the
same agreement.


 


(n)           Interpretation of this Agreement.  Where any provision in this Agreement refers
to action to be taken by any Person, or which such Person is prohibited from
taking, such provision shall be applicable whether such action is taken
directly or indirectly by such Person.


 


[Remainder of Page Intentionally
Left Blank]


 


22

















 


IN WITNESS WHEREOF, the undersigned have
executed this Registration Rights Agreement as of the date first set forth
above.


 


	
   

  	
  GENERAL GROWTH
  PROPERTIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Thomas H. Nolan, Jr.

  
	
   

  	
   

  	
  Name: Thomas H. Nolan, Jr.

  
	
   

  	
   

  	
  Title: President and Chief Operating Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  FAIRHOLME FUNDS, INC.

  	
   

  
	
  On behalf of its series
  The Fairholme Fund

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Bruce R. Berkowitz

  	
   

  
	
  Name:

  	
  Bruce R. Berkowitz

  	
   

  
	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  FAIRHOLME FUNDS, INC.

  	
   

  
	
  On behalf of its series
  Fairholme Focused Income Fund

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Bruce R. Berkowitz

  	
   

  
	
  Name:

  	
  Bruce R. Berkowitz

  	
   

  
	
  Title:

  	
  President

  	
   

  



 


[signature page to Fairholme Registration
Rights Agreement]


 

















 


Schedule
I


 


The Fairholme Fund, a series of Fairholme Funds, Inc.


Fairholme Focused Income Fund, a series of Fairholme
Funds, Inc.


 


Notice to any Purchaser set forth above (which shall
constitute notice to each Purchaser set forth above) shall be made to:


 


Fairholme Capital Management, LLC


4400 Biscayne Boulevard, 9th Floor


Miami, Florida 33137


Attention:        Charles
M. Fernandez


Facsimile:         (305)
358-8002