Exhibit 10.8


 


FORM OF


 


REGISTRATION RIGHTS AGREEMENT


 


BY AND BETWEEN


 


LNR CAPITAL CORPORATION


 


LNR SECURITIES HOLDINGS, LLC


 


AND


 


LNR PROPERTY CORPORATION


 





















 


TABLE
OF CONTENTS


 


	
  1.

  	
  Certain
  Definitions

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  Demand Registrations

  	
   

  
	
   

  	
  (a)

  	
  Right to Request Registration

  	
   

  
	
   

  	
  (b)

  	
  Priority on Demand Registrations

  	
   

  
	
   

  	
  (c)

  	
  Restrictions on Demand Registrations

  	
   

  
	
   

  	
  (d)

  	
  Selection of Underwriters

  	
   

  
	
   

  	
  (e)

  	
  Other Registration Rights

  	
   

  
	
   

  	
  (f)

  	
  Effective Period of Demand Registrations

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  Piggyback Registrations

  	
   

  
	
   

  	
  (a)

  	
  Right to Piggyback

  	
   

  
	
   

  	
  (b)

  	
  Priority on Primary Registrations

  	
   

  
	
   

  	
  (c)

  	
  Priority on Secondary Registrations

  	
   

  
	
   

  	
  (d)

  	
  Selection of Underwriters

  	
   

  
	
   

  	
  (e)

  	
  Other Registrations

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  Shelf Registrations

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
  Holdback Agreement

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
  Registration Procedures

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
  Registration Expenses

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
  Indemnification

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
  Participation in
  Underwritten Registrations

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
  Rule 144

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
  Miscellaneous

  	
   

  
	
   

  	
  (a)

  	
  Notices

  	
   

  
	
   

  	
  (b)

  	
  No Waivers

  	
   

  
	
   

  	
  (c)

  	
  Expenses

  	
   

  
	
   

  	
  (d)

  	
  Successors and Assigns

  	
   

  
	
   

  	
  (e)

  	
  Governing Law

  	
   

  
	
   

  	
  (f)

  	
  Jurisdiction

  	
   

  
	
   

  	
  (g)

  	
  Waiver of Jury Trial

  	
   

  
	
   

  	
  (h)

  	
  Counterparts; Effectiveness

  	
   

  
	
   

  	
  (i)

  	
  Entire Agreement

  	
   

  
	
   

  	
  (j)

  	
  Captions

  	
   

  
	
   

  	
  (k)

  	
  Severability

  	
   

  
	
   

  	
  (l)

  	
  Amendments

  	
   

  
	
   

  	
  (m)

  	
  Aggregation of Stock

  	
   

  
	
   

  	
  (n)

  	
  Equitable
  Relief

  	
   

  



 


i





















 


REGISTRATION
RIGHTS AGREEMENT


 


This REGISTRATION RIGHTS AGREEMENT is made and entered into as of [              ],
200[ ], between LNR Capital Corporation, a Maryland corporation (the “Company”),
LNR Securities Holdings, LLC, a Delaware limited liability company (“LNR
Securities”) and LNR Property Corporation, a Delaware corporation (“LNR
Property”).


 


WHEREAS, LNR Securities and LNR Property have or are to receive
Partnership Units (as defined below) of LNR Capital Limited Partnership, a
Delaware limited partnership (the “Operating Partnership”), in each case
issued without registration under the Securities Act of 1933, as amended (the “Securities
Act”), in connection with the formation transactions described in the
Registration Statement on Form S-11 (File No. 333-126803), as
amended, related to the Company’s initial public offering.


 


In consideration of the mutual covenants and agreements herein
contained and other good and valid consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties to this Agreement hereby agree as
follows:


 


1.                             Certain Definitions.


 


In addition to the terms defined elsewhere in this Agreement, the
following terms shall have the following meanings:


 


“Affiliate” of any Person means any other Person that directly,
or indirectly through one or more intermediaries, controls, or is controlled
by, or is under common control with, such Person. The term “control” (including
the terms “controlled by” and “under common control with”) as used with respect
to any Person means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of such Person,
whether through the ownership of voting securities, by contract or otherwise.


 


“Agreement” means this Registration Rights Agreement, including
all amendments, modifications and supplements and any exhibits or schedules to
any of the foregoing, and shall refer to this Registration Rights Agreement as
the same may be in effect at the time such reference becomes operative.


 


“Business Day” means any day except a Saturday, Sunday or other
day on which commercial banks in New York, New York are authorized or required
by law to close.


 


“Common Stock” means common stock, par value $.001 per share, of
the Company.


 


“Exchange Act” means the Securities Exchange Act of 1934, as
amended.


 


“Holder” means any holder of record of Registrable Common Stock
(as defined below) and any transferees of such Registrable Common Stock from
such Holders. For purposes of this Agreement, the Company may deem and treat
the registered holder of Registrable Common Stock as the Holder and absolute
owner thereof, and the Company shall not be affected by any notice to the
contrary.


 





















 


“Partnership Units” means Common Units (as defined in the
Partnership Agreement).


 


“Person” means any individual, sole proprietorship, partnership,
limited liability company, joint venture, trust, incorporated organization,
association, corporation, institution, public benefit corporation, government
(whether federal, state, county, city, municipal or otherwise, including,
without limitation, any instrumentality, division, agency, body or department
thereof) or any other entity.


 


“Prospectus” means the prospectus or prospectuses included in
any Registration Statement (including without limitation, any prospectus
subject to completion and a prospectus that includes any information previously
omitted from a prospectus filed as part of an effective registration statement
in reliance upon Rule 430A promulgated under the Securities Act and any
term sheet filed pursuant to Rule 434 under the Securities Act), as
amended or supplemented by any prospectus supplement with respect to the terms
of the offering of any portion of the Registrable Common Stock covered by such
Registration Statement and by all other amendments and supplements to the prospectus,
including post-effective amendments and all material incorporated by reference
or deemed to be incorporated by reference in such prospectus or prospectuses.


 


“Redemption Shares” means any of the shares of Common Stock
issuable upon redemption of the Partnership Units.


 


“Registrable Common Stock” means the Redemption Shares upon
original issuance thereof and at all times subsequent thereto, including upon
the transfer thereof by the original Holder or any subsequent Holder and any
securities issued in respect of such securities by reason of or in connection
with any exchange for or replacement of such securities or any stock dividend,
stock distribution, stock split, purchase in any rights offering or in
connection with any combination of shares, recapitalization, merger or
consolidation, or any other equity securities issued pursuant to any other pro
rata distribution with respect to the Common Stock, until, in the case of any
such securities, the earliest to occur of (i) the date on which it has been
registered effectively pursuant to the Securities Act and disposed of in
accordance with the Registration Statement relating to it or (ii) the date
on which either it is distributed to the public pursuant to Rule 144 or is
saleable pursuant to Rule 144(k) promulgated by the SEC pursuant to the
Securities Act. All references herein to a “Holder” or “Holder of
Registrable Common Stock” shall include the holder or holders of
Partnership Units to the extent of the Redemption Shares then underlying such
Partnership Units. For purposes of determining the number of shares of
Registrable Common Stock held by a Holder and the number of shares of
Registrable Common Stock outstanding, for purposes of this Agreement (including
the definition of “Holder”) but not for any other purpose, any holder of
record of Partnership Units shall be deemed to be a Holder of the number of
Redemption Shares issuable upon redemption of such Partnership Units and all
such Redemption Shares shall be deemed to be outstanding shares of Registrable
Common Stock.


 


“Registration Statement” means any registration statement of the
Company filed with the SEC under the Securities Act which covers any of the
Registrable Common Stock pursuant to the provisions of this Agreement,
including the Prospectus, amendments and


 


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supplements to such Registration Statement,
including post-effective amendments, all exhibits and all materials
incorporated by reference or deemed to be incorporated by reference in such
Registration Statement.


 


“Rule 415” means Rule 415 promulgated by the SEC
pursuant to the Securities Act, as such Rule may be amended from time to
time, or any similar Rule or regulation hereafter adopted by the SEC as a
replacement thereto having substantially the same effect as such rule.


 


“SEC” means the Securities and Exchange Commission.


 


“Shelf Registration Statement” shall have the meaning set forth
in Section 4 hereof.


 


“underwritten registration or underwritten offering” means a
registration in which securities of the Company are sold to underwriters for
reoffering to the public.


 


“Underwriting Agreement” means the Underwriting Agreement dated
[      ], 200[ ] by and between the
Company and Deutsche Bank Securities Inc., Goldman, Sachs & Co,
Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner &
Smith Incorporated, and other underwriters named on Schedule I of such
Underwriting Agreement.


 


2.                             Demand Registrations.


 


(a)           Right to
Request Registration.  Subject to
the terms of any lock-up agreement executed in connection with the Underwriting
Agreement, from and after the date hereof, any Holder or Holders who together
hold at least 5% of the Registrable Common
Stock (“Initiating Holders”) may request registration under the
Securities Act of all or part of the Registrable Common Stock (“Demand
Registration”) provided, that if the Company is eligible to use a Shelf
Registration Statement (as defined in Section 4 hereof), such Holder or
Holders shall be required to request that the Company register their
Registrable Common Stock on a Shelf Registration Statement rather than
requesting Demand Registrations and shall not be entitled to request any Demand
Registrations while such Shelf Registration is effective and available for
registration of the Registrable Common Stock.


 


Within ten (10) Business Days after receipt of any such request
for Demand Registration, the Company shall give written notice of such request
to all other Holders of Registrable Common Stock and shall, subject to the provisions
of Section 2(c) hereof, include in such registration all such
Registrable Common Stock with respect to which the Company has received written
requests for inclusion therein within 20 days after the receipt of the Company’s
notice.


 


Notwithstanding the foregoing, the Company shall not be required to
file a registration statement upon any request for Demand Registration
hereunder unless some or all of the Common Units to which such Demand
Registration applies are redeemed for shares of Common Stock.


 


(b)           Priority on
Demand Registrations.  If the
managing underwriters of the requested Demand Registration advise the Company
in writing that in their opinion the number of shares of Registrable Common
Stock proposed to be included in any such registration exceeds


 


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the number of securities that can be sold in
such offering and/or that the number of shares of Registrable Common Stock
proposed to be included in any such registration would materially adversely affect
the price per share of the Company’s equity securities to be sold in such
offering, the Company shall include in such registration only the number of
shares of Registrable Common Stock that, in the opinion of such managing
underwriters, can be sold. If the number of shares that can be sold is less
than the number of shares of Registrable Common Stock proposed to be
registered, the Company will allocate the amount of Registrable Common Stock to
be so sold shall be allocated among the Holders pro rata on the basis of
Registrable Common Stock offered for such registration by each Holder electing
to participate in such registration; provided that, such shares of Registrable
Common Stock proposed to be included in Demand Registrations that are
subsequently excluded from such Demand Registrations pursuant to this Section 2(b) of
this Agreement shall not be counted towards such limitations.  If the number of shares that can be sold
exceeds the number of shares of Registrable Common Stock proposed to be sold,
such excess shall be allocated pro rata among the other holders of Common
Stock, if any, desiring to participate in such registration based on the amount
of such Common Stock initially requested to be registered by such holders or as
such holders may otherwise agree.


 


(c)           Restrictions on
Demand Registrations.  The Company
shall not be obligated to effect any Demand Registration within three months
after the effective date of a previous Demand Registration, a previous Shelf
Registration (as hereinafter defined) or a previous registration under which
the Initiating Holders had piggyback rights pursuant to Section 3 hereof
wherein the Initiating Holders were permitted to register, and sold, at least
50% of the shares of Registrable Common Stock requested to be included
therein.  The Company may (i) postpone
for up to ninety (90) days the filing or the effectiveness of a Registration
Statement for a Demand Registration if, based on the good faith judgment of the
Company’s board of directors, such postponement or withdrawal is necessary in
order to avoid premature disclosure of a matter the board has determined would
not be in the best interest of the Company to be disclosed at such time or (ii) postpone
the filing of a Demand Registration in the event the Company shall be required
to prepare audited financial statements as of a date other than its fiscal year
end (unless the stockholders requesting such registration agree to pay the
expenses of such an audit); provided, however, that in no event shall the
Company withdraw a Registration Statement under clause (i) after such
Registration Statement has been declared effective; and provided, further,
however, that in any of the events described in clause (i) or (ii) above,
the Initiating Holders requesting such Demand Registration shall be entitled to
withdraw such request and, if such request is withdrawn, such Demand
Registration shall not count as one of the permitted Demand Registrations. The
Company shall provide written notice to the Initiating Holders requesting such
Demand Registration of (x) any postponement or withdrawal of the filing or
effectiveness of a Registration Statement pursuant to this Section 2(c), (y) the Company’s decision to file or seek effectiveness of such
Registration Statement following such withdrawal or postponement and (z) the
effectiveness of such Registration Statement. The Company may defer the filing
of a particular Registration Statement pursuant to this Section 2(c) only
once.


 


(d)           Selection of
Underwriters.  If any of
the Registrable Common Stock covered by a Demand Registration or a Shelf
Registration pursuant to Section 4 hereof is to be sold in an underwritten
offering, the Initiating Holders shall have the right to select the managing
underwriter(s) to administer the offering subject to the approval of the
Company, which will not be unreasonably withheld.


 


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(e)           Other
Registration Rights.  The Company
has not granted, and shall not grant to any Person the right, other than as set
forth herein and to employees of the Company with respect to registrations on Form S-8
(or any successor forms thereto), to request the Company to register any
securities of the Company except such rights as are not more favorable, taken
as a whole, than or inconsistent with the rights granted to the Holders herein.
In the event the Company grants rights that are more favorable other than as
permitted under the first sentence of this subsection 2(e), the Company will make such provisions available to the Holders and
will enter into any amendments necessary to confer such rights on the Holders.


 


(f)            Effective
Period of Demand Registrations.  After any Demand Registration filed pursuant
to this Agreement has become effective, the Company shall use its best efforts to
keep such Demand Registration effective for a period equal to 180 days from the
date on which the SEC declares such Demand Registration effective (or if such
Demand Registration is not effective during any period within such 180 days,
such 180-day period shall be extended by the number of days during such period
when such Demand Registration is not effective), or such shorter period that
shall terminate when all of the Registrable Common Stock covered by such Demand
Registration has been sold pursuant to such Demand Registration. If the Company
shall withdraw or reduce the number of shares of Registrable Common Stock that
is subject to any Demand Registration pursuant to subsection (d) of
this Section 2 (a “Withdrawn Demand Registration”), the Initiating Holders
of the Registrable Common Stock remaining unsold and originally covered by such
Withdrawn Demand Registration shall be entitled to a replacement Demand
Registration that (subject to the provisions of this Section 2) the
Company shall use its best efforts to keep effective for a period commencing on
the effective date of such Demand Registration and ending on the earlier to
occur of the date (i) which is 180 days from the effective date of such
Demand Registration and (ii) on which all of the Registrable Common Stock
covered by such Demand Registration has been sold. Such additional Demand
Registration otherwise shall be subject to all of the provisions of this
Agreement.


 


(g)           Underwritten
Offerings. 
Notwithstanding the foregoing, in no event shall the Company be
obligated to effect more than one (1) underwritten offerings hereunder in
any single three (3) month period, with the first such period measured
from the date of the first Demand Registration and ending on the same date
during the three month following such Demand Registration, whether or not a
Business Day.


 


3.                             Piggyback Registrations.


 


(a)           Right to
Piggyback.  From and
after the date hereof, whenever the Company proposes to register any of its
common equity securities under the Securities Act (other than a registration
statement on Form S-8 or on Form S-4 or any similar successor forms
thereto), whether for its own account or for the account of one or more
stockholders of the Company, and the registration form to be used may be used
for any registration of Registrable Common Stock (a “Piggyback Registration”),
the Company shall give prompt written notice (in any event within ten (10) Business
Days after its receipt of notice of any exercise of other demand registration
rights) to all Holders of its intention to effect such a registration and,
subject to Sections 3(b) and 3(c), shall include in such registration all
Registrable Common Stock with respect to which the Company has received written
requests for inclusion therein within twenty


 


5





















 


(20) days after the receipt of the Company’s
notice. The Company may postpone or withdraw the filing or the effectiveness of
a Piggyback Registration at any time in its sole discretion.


 


Notwithstanding the foregoing, the Company shall not be required to
include in such Piggyback Registration such Holders from which it has received
written requests for inclusion therein unless at least 5% of the Common Units
to which the Piggyback Registration applies are redeemed for Common Stock.


 


(b)           Priority on
Primary Registrations.  If a
Piggyback Registration is an underwritten primary registration on behalf of the
Company, and the managing underwriters advise the Company in writing that in
their opinion the number of securities requested to be included in such
registration exceeds the number that can be sold in such offering and/or that
the number of shares of Registrable Common Stock proposed to be included in any
such registration would adversely affect the price per share of the Company’s
equity securities to be sold in such offering, the underwriting shall be
allocated among the Company and all Holders pro rata on the basis of the Common
Stock and Registrable Common Stock offered for such registration by the Company
and each Holder, respectively, electing to participate in such registration.


 


(c)           Priority on
Secondary Registrations.  If a
Piggyback Registration is an underwritten secondary registration on behalf of a
holder of the Company’s securities other than Registrable Common Stock (“Non-Holder
Securities”), and the managing underwriters advise the Company in writing
that in their opinion the number of securities requested to be included in such
registration exceeds the number that can be sold in such offering and/or that
the number of shares of Registrable Common Stock proposed to be included in any
such registration would adversely affect the price per share of the Company’s
equity securities to be sold in such offering, the underwriting shall be
allocated among the holders of Non-Holder Securities and all Holders pro-rata
on the basis of the Non-Holder Securities and Registrable Common Stock offered
for such registration by the holder of Non-Holder Securities and each Holder,
respectively, electing to participate in such registration.


 


(d)           Selection of
Underwriters.  If any
Piggyback Registration is an underwritten primary offering, the Company shall
have the right to select the managing underwriter or underwriters to administer
any such offering, subject to the consent of the majority of the Holders of
Registrable Common Stock included in such registration statement which shall
not be unreasonably withheld.


 


(e)           Other
Registrations.  If the
Company has previously filed a Registration Statement with respect to Registrable
Common Stock pursuant to Sections 2 or 4 hereof or pursuant to this Section 3,
and if such previous registration has not been withdrawn or abandoned, the
Company shall not be obligated to cause to become effective any other
registration of any of its securities under the Securities Act, whether on its
own behalf or at the request of any holder or holders of such securities, until
a period of at least three months has elapsed from the effective date of such
previous registration.


 


4.                             Shelf Registrations.


 


(a)           If the Initiating Holders
request that the Company file a Shelf Registration Statement for a public
offering of all or any portion of the Registrable Common Stock held by


 


6





















 


such Holders at any time that the Company is
eligible to use Form S-11, Form S-3 or any successor thereto then
available to the Company providing for the resale pursuant to Rule 415
from time to time by the Holders of any and all Registrable Common Stock (a “Shelf
Registration Statement”), then the Company shall use its best efforts to
register and maintain the effectiveness of such Shelf Registration Statement
until the earliest to occur of the date on which all of the Registrable Common
Stock either (i) has been registered effectively pursuant to the
Securities Act and disposed of in accordance with the Registration Statement
relating to it or (ii) distributed to the public pursuant to Rule 144
or is saleable pursuant to Rule 144(k) promulgated by the SEC pursuant to
the Securities Act pursuant to a Shelf Registration Statement, for public sale
in accordance with the method of disposition specified in such notice
(including, without limitation, one or more underwritten offerings), the number
of shares of Registrable Common Stock specified in such notice. Whenever the
Company is required by this Section 4 to use its best efforts to effect
the registration of Registrable Common Stock, each of the procedures and
requirements of Section 2 (including but not limited to the requirement
that the Company notify all Holders from whom notice has not been received and
provide them with the opportunity to participate in the offering) shall apply
to such registration. There is no limitation on the number of registrations
pursuant to this Section 4 that the Company is obligated to effect until
the earliest to occur of the date on which all of the Registrable Common Stock
either (i) has been registered effectively pursuant to the Securities Act
and disposed of in accordance with the Registration Statement relating to it or
(ii) distributed to the public pursuant to Rule 144 or is saleable
pursuant to Rule 144(k) promulgated by the SEC pursuant to the Securities
Act.


 


(b)           If at any time the Company
is not eligible to use a Shelf Registration Statement or a Shelf Registration
Statement ceases to be effective, the Holders may, subject to the provisions of
Section 2 of this Agreement, during such time exercise Demand Registration
Rights, regardless of any previous exercise of their rights under Section 4(a).


 


5.                             Holdback Agreement.


 


In connection with an underwritten primary or secondary offering to the
public, each Holder agrees not to sell or otherwise transfer or dispose of any
shares of Registrable Common Stock (or other securities) of the Company held by
them (other than Registrable Common Stock included in such offering in
accordance with the terms hereof) for a period equal to the lesser of one hundred
eighty (180) days following the effective date of a registration statement of
the Company filed under the Securities Act or such shorter period as the
managing underwriter shall agree to, provided that all other stockholders who
own more than five percent (5%) of the outstanding Common Stock of the Company
and all officers and directors of the Company enter into similar agreements.
Such agreement shall be in writing in form satisfactory to the Company and the
managing underwriter. The Company may impose stop-transfer instructions with
respect to the shares of Registrable Common Stock (or other securities) subject
to the foregoing restriction until the end of said period. The foregoing shall
not apply to (i) transactions relating to shares of Common Stock acquired
in open market transactions after the effective date of the underwritten
primary or secondary offering to the public, (ii) the exercise of any
warrants or stock options to purchase shares of capital stock of the Company
(provided that such limitation does not affect limitations on any actions
specified in the first sentence of this Section 5 with respect to the
shares issuable upon such exercise), (iii) transfers to Affiliates of a
Holder where the transferee agrees to be bound by the terms hereof, (iv) any
corporation


 


7





















 


controlled by a Holder or trust for the direct or
indirect benefit of the undersigned or the immediate family of a Holder,
provided that in the case of a transfer to any such trust that the trustee of
the trust agrees to be bound in writing by the restrictions set forth herein,
and provided further that any such transfer shall not involve a disposition for
value other than for the benefit of the undersigned’s immediate family, (v) charitable
dispositions of Securities, or (vi) pledges of Registrable Common Stock in
connection with the purchase of such Registrable Common Stock upon the exercise
of employee stock options following termination of employment with the Company,
provided that the lender or lenders to whom such Registrable Common Stock are
pledged agree in writing to be bound by the terms of this restriction.


 


6.                             Registration Procedures.


 


Whenever the Holders request that any Registrable Common Stock be
registered pursuant to this Agreement, the Company shall use its best efforts
to effect and maintain the registration and the sale of such Registrable Common
Stock in accordance with the intended methods of disposition thereof, and
pursuant thereto the Company shall as expeditiously as possible:


 


(a)           prepare and file with the
SEC a Registration Statement with respect to such Registrable Common Stock and
use its best efforts to cause such Registration Statement to become effective
as soon as practicable thereafter; and before filing a Registration Statement
or Prospectus or any amendments or supplements thereto, furnish to the Holders
of Registrable Common Stock covered by such Registration Statement and the
underwriter or underwriters, if any, copies of all such documents proposed to
be filed, including documents incorporated by reference in the Prospectus and,
if requested by such Holders, the exhibits incorporated or deemed incorporated
by reference, and such Holders shall have the opportunity to object to any
information pertaining to such Holders that is contained therein and the
Company will make the corrections reasonably requested by such Holders with
respect to such information prior to filing any Registration Statement or
amendment thereto or any Prospectus or any supplement thereto;


 


(b)           prepare and file with the
SEC such amendments and supplements to such Registration Statement and the
Prospectus used in connection therewith as may be necessary to keep such
Registration Statement effective, (i) in the case of a Shelf Registration,
for the period described in Section 4(a), and (ii) in the case of
Demand Registration, for a period not less than 180 days, or such shorter
period as is necessary to complete the distribution of the securities covered
by such Registration Statement and comply with the provisions of the Securities
Act with respect to the disposition of all securities covered by such
Registration Statement during such period in accordance with the intended
methods of disposition by the sellers thereof set forth in such Registration
Statement;


 


(c)           furnish to each seller of
Registrable Common Stock (without charge) such number of copies of such
Registration Statement, each amendment and supplement thereto, the Prospectus
included in such Registration Statement (including each preliminary Prospectus)
and such other documents as such seller may reasonably request in order to
facilitate the disposition of the Registrable Common Stock owned by such
seller, and the Company consents to the use of such Prospectus, including each
preliminary Prospectus, by Holders of Registrable Common


 


8





















 


Stock, in connection with the offering and sale of
Registrable Common Stock covered by any such Prospectus;


 


(d)           use its best efforts to
register or qualify such Registrable Common Stock under such other securities
or blue sky laws of such jurisdictions as any seller reasonably requests and do
any and all other acts and things which may be reasonably necessary or
advisable to enable such seller to consummate the disposition in such
jurisdictions of the Registrable Common Stock owned by such seller (provided,
that the Company will not be required to (i) qualify generally to do
business in any jurisdiction where it would not otherwise be required to
qualify but for this subparagraph (d), (ii) subject itself to taxation in
any such jurisdiction or (iii) consent to general service of process in
any such jurisdiction);


 


(e)           notify each seller of such
Registrable Common Stock, at any time when a Prospectus relating thereto is
required to be delivered under the Securities Act, of the occurrence of any
event as a result of which the Registration Statement, including the Prospectus
contained therein, contains an untrue statement of a material fact or omits any
fact required to be stated therein or necessary to make the statements therein
not misleading, and, at the request of any such seller, the Company shall
prepare a supplement or amendment to such Registration Statement so that, as
thereafter delivered to the purchasers of such Registrable Common Stock, such
Prospectus shall not contain an untrue statement of a material fact or omit to
state any material fact necessary to make the statements therein not
misleading;


 


(f)            in the case of an
underwritten offering, enter into such customary agreements (including
underwriting agreements in customary form) and take all such other actions as
the Holders of a majority of number of shares of the Registrable Common Stock
being sold or the underwriters, if any, reasonably request in order to expedite
or facilitate the disposition of such Registrable Common Stock making members
of senior management of the Company available to participate in, and cause them
to cooperate with the underwriters in connection with, “road-show” and other
customary marketing activities (including one-on-one meetings with prospective
purchasers of the Registrable Common Stock) and cause to be delivered to the
underwriters and the sellers, if any, opinions of counsel to the Company in
customary form, covering such matters as are customarily covered by opinions
for an underwritten public offering as the underwriters may request and
addressed to the underwriters and the sellers;


 


(g)           subject to receipt of
acceptable confidentiality agreements, make available, for inspection by any
seller or its representatives of Registrable Common Stock, any underwriter
participating in any disposition pursuant to such Registration Statement, and
any attorney, accountant or other agent retained by any such seller or
underwriter, all financial and other records, pertinent corporate documents and
properties of the Company, and cause the Company’s officers, directors,
employees and independent accountants to supply all information reasonably
requested by any such seller, underwriter, attorney, accountant or agent in
connection with such Registration Statement;


 


(h)           to use its best efforts to
cause all such Registrable Common Stock to be listed on each securities
exchange on which securities of the same class issued by the Company


 


9





















 


are then listed or, if no such similar securities
are then listed, on Nasdaq or a national securities exchange selected by the
Company;


 


(i)            provide a transfer agent and
registrar for all such Registrable Common Stock not later than the effective
date of such Registration Statement;


 


(j)            if requested, cause to be
delivered, immediately prior to the effectiveness of the Registration Statement
(and, in the case of an underwritten offering, at the time of delivery of any
Registrable Common Stock sold pursuant thereto), letters from the Company’s
independent certified public accountants addressed to each selling Holder
(unless such selling Holder does not provide to such accountants the
appropriate representation letter required by rules governing the
accounting profession) and each underwriter, if any, stating that such
accountants are independent public accountants within the meaning of the
Securities Act and the applicable rules and regulations adopted by the SEC
thereunder, and otherwise in customary form and covering such financial and
accounting matters as are customarily covered by letters of the independent
certified public accountants delivered in connection with primary or secondary
underwritten public offerings, as the case may be;


 


(k)           make generally available to
its stockholders a consolidated earnings statement (which need not be audited)
for the 12 months beginning after the effective date of a Registration
Statement as soon as reasonably practicable after the end of such period, which
earnings statement shall satisfy the requirements of an earning statement under
Section 11(a) of the Securities Act and Rule 158 thereunder;


 


(l)            cooperate with each selling
Holder of Registrable Common Stock and each underwriter participating in the
disposition of such Registrable Common Stock and their respective counsel in
connection with any filings required to be made with the National Association
of Securities Dealers, Inc. and make reasonably available its employees
and personnel and otherwise provide reasonable assistance to the underwriters
(taking into account the needs of the Company’s businesses and the requirements
of the marketing process) in the marketing of Registrable Common Stock in any
underwritten Offering.


 


(m)          use its best efforts to
prevent the issuance of any stop order or other suspension of effectiveness of
a Registration Statement, or the suspension of the qualification of any of the
Registrable Common Stock for sale in any jurisdiction and, if such an order or
suspension is issued, to use reasonable efforts to obtain the withdrawal of such
order or suspension at the earliest possible moment and to notify each seller
of Registrable Common Stock being sold of the issuance of such order and the
resolution thereof or its receipt of actual notice of the initiation or threat
of any proceeding for such purpose.


 


(n)           promptly notify each seller
of Registrable Common Stock and the underwriter or underwriters, if any:


 


(i)            when the Registration
Statement, any pre-effective amendment, the Prospectus or any Prospectus
supplement or post-effective amendment to the Registration Statement has been
filed and, with


 


10





















 


respect
to the Registration Statement or any post-effective amendment, when the same
has become effective;


 


(ii)           of any written request by
the SEC for amendments or supplements to the Registration Statement or
Prospectus;


 


(iii)          of the notification to the
Company by the SEC of its initiation of any proceeding with respect to the
issuance by the SEC of any stop order suspending the effectiveness of the
Registration Statement; and


 


(iv)          of the receipt by the
Company of any notification with respect to the suspension of the qualification
of any Registrable Common Stock for sale under the applicable securities or
blue sky laws of any jurisdiction.


 


(o)           At all times after the
Company has filed a registration statement with the SEC pursuant to the
requirements of either the Securities Act or the Exchange Act, the Company
shall file all reports and other documents required to be filed by it under the
Securities Act and the Exchange Act and the rules and regulations adopted
by the SEC thereunder, and take such further action as any Holders may
reasonably request, all to the extent required to enable such Holders to be
eligible to sell Registrable Common Stock pursuant to Rule 144 (or any
similar rule then in effect).


 


(p)           As a condition to being included in any Registration
Statement, the Company may require each seller of Registrable
Common Stock as to which any registration is being effected to furnish to the
Company any other information regarding such seller and the distribution of
such securities as the Company may from time to time reasonably request in
writing.


 


(q)           Each seller of Registrable
Common Stock agrees by having its stock treated as Registrable Common Stock
hereunder that, upon notice of the happening of any event as a result of which
the Prospectus included in such Registration Statement contains an untrue
statement of a material fact or omits any material fact necessary to make the
statements therein not misleading (a “Suspension Notice”), such seller
will forthwith discontinue disposition of Registrable Common Stock until such
seller is advised in writing by the Company that the use of the Prospectus may
be resumed and is furnished with a supplemented or amended Prospectus as
contemplated by Section 6(e) hereof, and, if so directed by the
Company, such seller will deliver to the Company (at the Company’s expense) all
copies, other than permanent file copies then in such seller’s possession, of
the Prospectus covering such Registrable Common Stock current at the time of
receipt of such notice; provided, however, that such postponement of sales of
Registrable Common Stock by the Holders shall not exceed thirty (30) days in
the aggregate in any three-month period or ninety (90) days in the aggregate in
any one year. If the Company shall give any notice to suspend the disposition
of Registrable Common Stock pursuant to a Prospectus, the Company shall extend
the period of time during which the Company is required to maintain the
Registration Statement effective pursuant to this Agreement by the number of
days during the period from and including the date of the giving of such notice
to and including the date such seller either is advised by the Company that the
use of the Prospectus may be


 


11





















 


resumed or receives the copies of the supplemented
or amended Prospectus contemplated by Section 6(e). In any event, the
Company shall not be entitled to deliver more than three (3) Suspension
Notices in any one year.


 


7.                             Registration Expenses.


 


(a)           All fees and expenses
incident to the Company’s performance of or compliance with this Agreement,
including, without limitation, all registration and filing fees, fees and
expenses of compliance with securities or blue sky laws, listing application
fees, printing, word processing, telephone, messenger and delivery expenses,
transfer agent’s and registrar’s fees, cost of distributing Prospectuses in
preliminary and final form as well as any supplements thereto, and fees and
disbursements of counsel for the Company, one counsel retained by the Holders
of Registrable Common Stock and all independent certified public accountants
and other Persons retained by the Company (all such expenses being herein
called “Registration Expenses”) (but not including any underwriting
discounts or commissions attributable to the sale of Registrable Common Stock
or fees and expenses of more than one counsel representing the Holders of
Registrable Common Stock, which shall be borne by the Holders), shall be borne
by the Company (whether or not any Registration Statement is declared effective
or any of the transactions described herein is consummated). In addition, the
Company shall pay its internal expenses (including, without limitation, all
salaries and expenses of its officers and employees performing legal or
accounting duties), the expense of any annual audit or quarterly review, the
expense of any liability insurance and the expenses and fees for listing the
securities to be registered on each securities exchange on which they are to be
listed.


 


(b)           In connection with each
registration initiated hereunder (whether a Demand Registration, Shelf
Registration or a Piggyback Registration), the Company shall reimburse the
Holders covered by such registration or sale for the reasonable fees and
disbursements of one law firm chosen by the Holders of a majority of the number
of shares of Registrable Common Stock included in such registration or sale.


 


(c)           The obligation of the
Company to bear the expenses described in Section 7(a) and to
reimburse the Holders for the expenses described in Section 7(b) shall
apply irrespective of whether a registration, once properly demanded, if
applicable, becomes effective, is withdrawn or suspended, is converted to
another form of registration and irrespective of when any of the foregoing
shall occur; provided, however, that Registration Expenses for any Registration
Statement withdrawn solely at the request of a Holder of Registrable Common
Stock (unless withdrawn following postponement of filing by the Company in
accordance with Section 2(c) (i) or (ii)) or any supplements or
amendments to a Registration Statement or Prospectus resulting from a
misstatement furnished to the Company by a Holder shall be borne by such
Holder.


 


8.                             Indemnification.


 


(a)           The Company shall indemnify
and hold harmless, to the fullest extent permitted by law, each Holder, its
officers, directors and Affiliates, employees and agents of such Holder and
each Person, if any, who controls such Holder (within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act) from and against
all losses, claims,


 


12





















 


damages, liabilities, judgments and expenses
(including without limitation, the reasonable fees and other expenses incurred
in connection with any suit, action, investigation or proceeding or any claim
asserted) caused by, arising out of, in connection with or based upon, any
untrue or alleged untrue statement of material fact contained in any
Registration Statement, Prospectus (including any preliminary Prospectus) or
any amendment thereof or supplement thereto or any omission or alleged omission
of a material fact required to be stated therein or necessary to make the
statements therein, in the case of the Prospectus in the light of the
circumstances under which they were made, not misleading or any violation or
alleged violation by the Company of the Securities Act, the Exchange Act or
applicable “blue sky” laws, except insofar as the same are made in reliance and
in conformity with information relating to such Holder furnished in writing to
the Company by such Holder expressly for use therein or caused by such Holder’s
failure to deliver to such Holder’s immediate purchaser a copy of the
Prospectus or any amendments or supplements thereto (if the same was required
by applicable law to be so delivered) after the Company has furnished such
Holder with a sufficient number of copies of the same.


 


(b)           In connection with any
Registration Statement in which a Holder of Registrable Common Stock is
participating, each such Holder shall furnish to the Company in writing such
information and affidavits as the Company reasonably requests for use in
connection with any such Registration Statement or Prospectus and, shall
indemnify, to the fullest extent permitted by law, the Company, its officers,
directors, Affiliates, and each Person who controls the Company (within the
meaning of the Securities Act) against all losses, claims, damages, liabilities
and expenses arising out of or based upon any untrue or alleged untrue
statement of material fact contained in the Registration Statement, Prospectus
or preliminary Prospectus or any amendment thereof or supplement thereto or any
omission or alleged omission of a material fact required to be stated therein
or necessary to make the statements therein not misleading, but only to the
extent that the same are made in reliance and in conformity with information
relating to such Holder furnished in writing to the Company by such Holder
expressly for use therein or caused by such Holder’s failure to deliver to such
Holder’s immediate purchaser a copy of the Registration Statement or Prospectus
or any amendments or supplements thereto (if the same was required by
applicable law to be so delivered) after the Company has furnished such Holder
with a sufficient number of copies of the same; provided, however, that the
obligation to indemnify shall be several, not joint and several, among such
Holders and the liability of each such Holder shall be in proportion to and
limited to the net amount received by such Holder from the sale of Registrable
Common Stock pursuant to such Registration Statement.


 


(c)           Any Person entitled to
indemnification hereunder shall (i) give prompt written notice to the
indemnifying party of any claim with respect to which it seeks indemnification
and (ii) unless in such indemnified party’s reasonable judgment a conflict
of interest between such indemnified and indemnifying parties may exist with
respect to such claim, such indemnifying party shall assume the defense of such
claim with counsel reasonably satisfactory to the indemnified party. If such
defense is assumed, the indemnifying party shall not be subject to any
liability for any settlement made by the indemnified party without its consent
(but such consent will not be unreasonably withheld, conditioned or delayed).
An indemnifying party who is not entitled to, or elects not to, assume the
defense of a claim shall not be obligated to pay the fees and expenses of more
than one counsel for each party indemnified by such indemnifying party with
respect to such claim, unless in the reasonable judgment of any indemnified
party there may be


 


13





















 


one or more legal or equitable defenses available to
such indemnified party which are in addition to or may conflict with those
available to another indemnified party with respect to such claim. Failure to
give prompt written notice shall not release the indemnifying party from its
obligations hereunder.  No indemnifying
party shall, without the prior written consent of the indemnified party,
consent to entry of any judgment or enter into any settlement or other
compromise (i) 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 or (ii) which
includes any statement of admission of fault, culpability or failure to act by
or on behalf of such indemnified party.


 


(d)           The indemnification provided
for under this Agreement shall remain in full force and effect regardless of
any investigation made by or on behalf of the indemnified party or any officer,
director or controlling Person of such indemnified party and shall survive the
transfer of securities or the termination of this agreement.


 


(e)           If the indemnification
provided for in or pursuant to this Section 8 is unavailable,
unenforceable or insufficient to hold harmless any indemnified Person in
respect of any losses, claims, damages, liabilities or expenses referred to
herein, then each applicable indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such
indemnified Person as a result of such losses, claims, damages, liabilities or
expenses 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 which result in such
losses, claims, damages, liabilities or expenses as well as any other relevant
equitable considerations. The relative fault of the indemnifying party on the
one hand and of the indemnified Person on the other 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 by such party’s relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or
omission. In no event shall the liability of any selling Holder be greater in
amount than the amount of net proceeds received by such Holder upon such sale
or the amount for which such indemnifying party would have been obligated to
pay by way of indemnification if the indemnification provided for under Section 8(a) or
8(b) hereof had been available under the circumstances.  The indemnity and contribution agreements
contained in this Section 8 are in addition to any liability which the
indemnifying Persons may otherwise have to the indemnified Persons hereunder,
under applicable law or at equity.


 


9.                             Participation in
Underwritten Registrations.


 


No Person may participate in any registration hereunder that is
underwritten unless such Person (a) agrees to sell such Person’s
securities on the basis provided in any underwriting arrangements approved by
the Person or Persons entitled hereunder to approve such arrangements and (b) completes
and executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents required under the terms of such underwriting
arrangements.


 


14





















 


10.                           Rule 144.


 


The Company covenants that it will file the reports required to be
filed by it under the Securities Act and the Exchange Act and the rules and
regulations adopted by the SEC thereunder in accordance with the requirements
of the Securities Act and the Exchange Act, and it will take such further
action as any Holder may reasonably request to make available adequate current
public information with respect to the Company meeting the current public
information requirements of Rule 144(c) under the Securities Act (to
the extent such information is available), to the extent required to enable
such Holder to sell Registrable Common Stock without registration under the
Securities Act within the limitation of the exemptions provided by (i) Rule 144
under the Securities Act, as such Rule may be amended from time to time,
or (ii) any similar rule or regulation hereafter adopted by the SEC.
Upon the request of any Holder, the Company will deliver to such Holder a
written statement as to whether it has complied with such information and
requirements.


 


11.                           Miscellaneous.


 


(a)           Notices.  All notices, requests and other
communications to any party hereunder shall be in writing (including facsimile
or similar writing) and shall be given,


 


	
  If to the Company:

  
	
   

  
	
  LNR Capital
  Corporation

  
	
  1601
  Washington Avenue, Suite 800

  
	
  Miami Beach,
  Florida 33139

  
	
  Attention:
  General Counsel

  
	
  Facsimile
  No.: (305) 695-5500

  



 


If to a transferee Holder, to the address of such Holder set forth in
the transfer documentation provided to the Company;


 


or such other address or
facsimile number as such party (or transferee) may hereafter specify for the
purpose by notice to the other parties. Each such notice, request or other
communication shall be effective (a) if given by facsimile, when such
facsimile is transmitted to the facsimile number specified in this Section and
the appropriate facsimile confirmation is received or (b) if given by any
other means, when delivered at the address specified in this Section.


 


(b)           No Waivers.  No failure or delay by any party in
exercising any right, power or privilege hereunder shall operate as a waiver
thereof nor shall any single or partial exercise thereof preclude any other or
further exercise thereof or the exercise of any other right, power or
privilege. The rights and remedies herein provided shall be cumulative and not
exclusive of any rights or remedies provided by law.


 


(c)           Expenses.  Except as otherwise provided for herein or
otherwise agreed to in writing by the parties, all costs and expenses incurred
in connection with the preparation of this Agreement shall be paid by the
Company.


 


15





















 


(d)           Successors and
Assigns.  The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns, it being understood that
subsequent Holders of the Registrable Common Stock are intended third party
beneficiaries hereof.


 


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


 


(f)            Jurisdiction.  Any suit, action or proceeding seeking to enforce
any provision of, or based on any matter arising out of or in connection with,
this Agreement or the transactions contemplated hereby may be brought in any
federal or state court located in the County and State of New York, and each of
the parties hereby consents to the jurisdiction of such courts (and of the
appropriate appellate courts therefrom) in any such suit, action or proceeding
and irrevocably waives, to the fullest extent permitted by law, any objection
which it may now or hereafter have to the laying of the venue of any such suit,
action or proceeding in any such court or that any such suit, action or
proceeding which is brought in any such court has been brought in an
inconvenient forum. Process in any such suit, action or proceeding may be
served on any party anywhere in the world, whether within or without the
jurisdiction of any such court. Without limiting the foregoing, each party
agrees that service of process on such party as provided in Section 10(a) shall
be deemed effective service of process on such party.


 


(g)           Waiver of Jury
Trial.


 


EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT
TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


(h)           Counterparts;
Effectiveness.  This
Agreement may be signed in any number of counterparts, each of which shall be
an original, with the same effect as if the signatures thereto and hereto were
upon the same instrument.


 


(i)            Entire
Agreement.  This
Agreement constitutes the entire agreement between the parties with respect to
the subject matter of this Agreement and supersedes all prior agreements and
understandings, both oral and written, between the parties with respect to the
transactions contemplated herein. No provision of this Agreement or any other
agreement contemplated hereby is intended to confer on any Person other than
the parties hereto any rights or remedies.


 


(j)            Captions.  The captions herein are included for
convenience of reference only and shall be ignored in the construction or
interpretation hereof.


 


(k)           Severability.  If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated
so long as the economic or legal substance of the transactions contemplated hereby
is


 


16





















 


not affected in any manner materially adverse
to any party. Upon such a determination, the parties shall negotiate in good
faith to modify this Agreement so as to effect the original intent of the parties
as closely as possible in an acceptable manner in order that the transactions
contemplated hereby be consummated as originally contemplated to the fullest
extent possible.


 


(l)            Amendments.  The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given without the prior written consent of the holders of a majority of the
Redemption Shares (as constituted on the date hereof); provided, further, that
the consent or agreement of the Company shall be required with regard to any
termination, amendment, modification or supplement of, or waivers or consents
to departures from, the terms hereof, which affect the Company’s obligations
hereunder.


 


(m)          Aggregation of
Stock.  All Registrable Common Stock
held by or acquired by any Affiliated Persons will be aggregated together for
the purpose of determining the availability of any rights under this Agreement.


 


 


[Execution
Page Follows]


 


17





















 


IN WITNESS WHEREOF, this Registration Rights Agreement has been duly
executed by each of the parties hereto as of the date first written above.


 


	
  LNR CAPITAL CORPORATION

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  



 


	
  LNR PROPERTY CORPORATION

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  



 


	
  LNR SECURITIES HOLDINGS, LLC

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  



 


18