OR TRANSFERABLE, OR REDUCTION IN THE PERCENTAGE REQUIRED
FOR CONSENT TO MODIFICATION OF THIS AGREEMENT, MAY BE MADE WITHOUT THE CONSENT
OF EACH HOLDER AFFECTED THEREBY.
12.12
HEADINGS.
THE DESCRIPTIVE HEADINGS OF THE SEVERAL
ARTICLES AND SECTIONS OF THIS AGREEMENT ARE INSERTED FOR CONVENIENCE AND SHALL
NOT CONTROL OR AFFECT THE MEANING OR CONSTRUCTION OF ANY OF THE PROVISIONS
HEREOF.
39
12.13
ENTIRE AGREEMENT.
THIS AGREEMENT CONSTITUTES THE
ENTIRE AGREEMENT AND SUPERSEDES ALL PRIOR AGREEMENTS AND UNDERSTANDINGS, BOTH
WRITTEN AND ORAL, BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF.
IN THE EVENT OF ANY CONFLICT, DISCREPANCY, OR AMBIGUITY BETWEEN THE TERMS AND
CONDITIONS CONTAINED IN THIS AGREEMENT AND ANY SCHEDULES OR ATTACHMENTS HERETO,
THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT SHALL TAKE PRECEDENCE.
12.14
SPECIFIC PERFORMANCE.
THE PARTIES SHALL BE ENTITLED
TO SPECIFIC PERFORMANCE OF THE TERMS OF THIS AGREEMENT.
EACH OF THE PARTIES
HERETO HEREBY WAIVES (I) ANY DEFENSES IN ANY ACTION FOR SPECIFIC PERFORMANCE,
INCLUDING THE DEFENSE THAT A REMEDY AT LAW WOULD BE ADEQUATE AND (II) ANY
REQUIREMENT UNDER ANY LAW TO POST A BOND OR OTHER SECURITY AS A PREREQUISITE TO
OBTAINING EQUITABLE RELIEF.
[signature page follows]
40
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed, as of the day and year first above written.
GENERAL GROWTH PROPERTIES, INC.
By:
Name:
Title:
[Warrant Agent]
By:
Name:
Title:
41
EXHIBIT A
FORM OF FACE OF WARRANT CERTIFICATE
THESE WARRANTS AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER
APPLICABLE STATE SECURITIES LAWS. THESE WARRANTS AND SUCH SECURITIES MAY BE
OFFERED, SOLD OR TRANSFERRED ONLY IN COMPLIANCE WITH THE REQUIREMENTS OF SUCH
ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS AND SUBJECT TO THE PROVISIONS OF
THE WARRANT AND REGISTRATION RIGHTS AGREEMENT DATED AS OF [
], 2010 BETWEEN
GENERAL GROWTH PROPERTIES, INC. (THE "COMPANY") AND
, WARRANT AGENT. A COPY OF SUCH
WARRANT AND REGISTRATION RIGHTS AGREEMENT IS AVAILABLE AT THE OFFICES OF THE
COMPANY.
WARRANTS TO PURCHASE COMMON STOCK
OF GENERAL GROWTH PROPERTIES, INC.
No.
Certificate for
Warrants
This certifies that [HOLDER] , or registered assigns, is the registered holder
of the number of Warrants set forth above. Each Warrant entitles the holder
thereof (a "Holder"), subject to the provisions contained herein and in the
Warrant and Registration Rights Agreement referred to below, to purchase from
GENERAL GROWTH PROPERTIES, INC. (the "Company"), one share of the Company's
common stock, par value $0.01 ("Common Stock"), subject to adjustment upon the
occurrence of certain events specified herein and in the Warrant and
Registration Rights Agreement, at the exercise price (the "Exercise Price") of
$15 per share, subject to adjustment upon the occurrence of certain events
specified herein and in the Warrant Agreement.
This Warrant Certificate is issued under and in accordance with the Warrant and
Registration Rights Agreement, dated as of [
], 2010 (the "Warrant
Agreement"), between the Company and
[