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
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WARRANT AND REGISTRATION RIGHTS AGREEMENT IS AVAILABLE AT THE OFFICES OF THE
COMPANY.
(G)
THE PROVISIONS OF SECTION 3.6 SHALL NOT
APPLY TO, AND ANY HOLDER MAY EXERCISE ITS WARRANTS AND SELL ITS REGISTRABLE
SECURITIES:
(I)
IN A TRANSACTION THAT IS REGISTERED
UNDER THE SECURITIES ACT; AND
(II)
IN A TRANSACTION PURSUANT TO RULE 144 OF
THE EXCHANGE ACT; AND
(III)
IN A TRANSACTION FOLLOWING RECEIPT OF A
LEGAL OPINION OF COUNSEL TO A HOLDER THAT THE APPLICABLE REGISTRABLE SECURITIES
ARE ELIGIBLE FOR RESALE BY THE HOLDER WITHOUT VOLUME LIMITATIONS OR OTHER
LIMITATIONS UNDER RULE 144.
4.
REGISTRATION RIGHTS AND PROCEDURES AND
LISTING.
4.1
APPLICABILITY; REGISTRATION.(2)
(A)
SUBJECT TO THE LIMITATIONS AND CONDITIONS
OF THIS SECTION 4.1, UPON THE REQUEST OF ANY HOLDER, THE COMPANY SHALL USE
REASONABLE BEST EFFORTS TO CAUSE A SHELF REGISTRATION STATEMENT TO BE DECLARED
OR BECOME EFFECTIVE COVERING ALL REGISTRABLE SECURITIES NO LATER THAN THE
EFFECTIVE DATE OF A PLAN OF REORGANIZATION OF THE COMPANY (INCLUDING WITHOUT
LIMITATION THE PLAN), AND USE REASONABLE BEST EFFORTS TO KEEP SUCH SHELF
REGISTRATION STATEMENT CONTINUOUSLY EFFECTIVE AND IN COMPLIANCE WITH THE
SECURITIES ACT AND USABLE FOR RESALE OF ALL REGISTRABLE SECURITIES FOR THE
PERIOD FROM THE DATE OF ITS INITIAL EFFECTIVENESS UNTIL SUCH TIME AS THERE ARE
NO REGISTRABLE SECURITIES REMAINING IN ACCORDANCE WITH SUCH PLAN OF DISTRIBUTION
AS MAY BE REASONABLY REQUESTED BY HOLDERS OF REGISTRABLE SECURITIES FROM TIME TO
TIME.
THE UNDERWRITING PROVISIONS SET FORTH IN SECTION 4.1(E) HEREOF SHALL
APPLY TO AN UNDERWRITTEN PUBLIC OFFERING REQUESTED BY A HOLDER USING SUCH SHELF
REGISTRATION STATEMENT EFFECTED PURSUANT TO THIS SECTION 4.1(A), PROVIDED, THAT
THE LIMITATIONS SET FORTH IN SECTION 4.1(E) SHALL ONLY APPLY WITH RESPECT TO
SUCH UNDERWRITTEN PUBLIC OFFERING AND NOT MORE GENERALLY TO THE SHELF
REGISTRATION STATEMENT.
(B)
SUBJECT TO THE CONDITIONS OF THIS
SECTION 4.1, IF THE COMPANY SHALL RECEIVE FROM ANY HOLDER OR GROUP OF HOLDERS
(SUCH HOLDER OR GROUP OF HOLDERS, THE "INITIATING HOLDER(S)"), A WRITTEN REQUEST
THAT THE COMPANY EFFECT A REGISTRATION WITH RESPECT TO REGISTRABLE SECURITIES
OWNED BY SUCH INITIATING HOLDER(S) HAVING AN ESTIMATED AGGREGATE FAIR MARKET
VALUE OF AT LEAST $75 MILLION, THE COMPANY SHALL:
(I)
USE ITS REASONABLE BEST EFFORTS TO FILE
A REGISTRATION STATEMENT WITH THE SEC 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
(2)
NOTE TO DRAFT:
LOWER DOLLAR THRESHOLDS IN
THE REGISTRATION RIGHTS SECTION TO BE APPLICABLE TO GGO WARRANTS.
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STATEMENT, WITHIN 30 DAYS OF RECEIPT OF THE REQUEST OR (Y) IN THE CASE OF AN S-1