REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of November 12, 2015 by and among, Rouse Properties, Inc., a Delaware corporation (the "Company") and Plaza Camino Real, a California limited partnership (the "Holder").

WHEREAS, Rouse Properties, LP, a Delaware limited partnership (the "Partnership"), as Transferee, entered into a Contribution and Escrow Agreement (the "Contribution and Escrow Agreement") with the Holder, as Transferor, and First American Title Insurance Company, as Escrow Agent, dated September 28, 2015, pursuant to which, among other things, the Holder was issued Series A Preferred Units of the Partnership (the "Series A Preferred Units") pursuant to the First Amendment to the Partnership Agreement dated as of November 12, 2015 (the "Series A Preferred Units Amendment");

WHEREAS, under certain circumstances provided for in the Series A Preferred Units Amendment, all or a portion of the Series A Preferred Units may be redeemed for Common Units of the Partnership (the "Common Units");

WHEREAS, Common Units entitle the holder thereof to the Redemption Right set forth in Section 8.6 of the Partnership Agreement, pursuant to which, if exercised, the Company may elect to acquire such Common Units in whole or in part for consideration in the form of common stock of the Company, par value $0.01 per share (the "REIT Shares");

WHEREAS, the Company, has agreed to grant the Holder the registration rights described in this Agreement in respect of any REIT Shares the Holder receives in a redemption of Common Units;

NOW, THEREFORE, the parties hereto, in consideration of the foregoing, the mutual covenants and agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, hereby agree as follows:

As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated:

"Affiliate" means 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" mean this Registration Rights Agreement, as the same may be amended, supplemented or modified in accordance with the terms hereof.

 

"Black-Out Period" has the meaning set forth in Section 2.4.

"Board of Directors" means the board of directors of the Company.

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

"Commission" means the Securities and Exchange Commission or any successor agency then having jurisdiction to enforce the Securities Act.

"Common Units" has the meaning set forth in the recitals to this Agreement.

"Company" has the meaning set forth in the preamble to this Agreement.

 "Contribution and Escrow Agreement" has the meaning set forth in the recitals to this Agreement.

"Designated Holder" means the Holder, any Affiliate thereof that, after the date hereof, acquires any Registrable Securities, and any permitted transferee thereof to whom Registrable Securities are transferred, to the extent that Common Units could be transferred to such person in accordance with the Partnership Agreement (so long as such agreement is in effect).

"Disclosure Package" means, with respect to any offering of securities, (a) the Prospectus, (b) each Free Writing Prospectus and (c) all other information, in each case, that is deemed, under Rule 159 under the Securities Act, to have been conveyed to purchasers of securities at the time of sale of such securities (including a contract of sale).

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder.

"FINRA" means the Financial Industry Regulatory Authority.

"Free Writing Prospectus" means any "free writing prospectus" as defined in Rule 405 under the Securities Act.

"Holder" has the meaning set forth in the preamble to this Agreement.

"Indemnified Party" has the meaning set forth in Section 4.3.

"Indemnifying Party" has the meaning set forth in Section 4.3.

"Issuer Registration Statement" has the meaning set forth in Section 2.3.

"Other Stockholders" has the meaning set forth in Section 2.5.

"Partnership" has the meaning set forth in the recitals to this Agreement.

"Partnership Agreement" means the Amended and Restated Agreement of Limited Partnership of Rouse Properties, LP, dated as of January 8, 2015.

 

"Person" means an individual, partnership, joint-stock company, corporation, trust or unincorporated organization, and a government or agency or political subdivision thereof.

"Piggyback Registration" has the meaning set forth in Section 2.5.

"Prospectus" has the meaning set forth in Section 2.3.

"Registrable Securities" means the REIT Shares, if any, issued to the Holder in exchange for Common Units upon the Holder's exercise of the Redemption Right set forth in Section 8.6 of the Partnership Agreement.

"Registration Expenses" has the meaning set forth in Section 5.

"Registration Rights" has the meaning set forth in Section 2.1.

"Registration Statement" has the meaning set forth in Section 2.3.

"REIT Shares" has the meaning set forth in the recitals to this Agreement.

"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

"Series A Preferred Units" has the meaning set forth in the recitals to this Agreement.

"Series A Preferred Units Amendment" has the meaning set forth in the recitals to this Agreement.

"Suspension Event" has the meaning set forth in Section 2.6.

2.1.            Grant of Rights. The Company hereby agrees that any Designated Holder shall be entitled to offer its Registrable Securities for sale pursuant to a Registration Statement, subject to the terms and conditions set forth in this Agreement (the "Registration Rights").

2.2.            Registrable Securities. For the purposes of this Agreement, Registrable Securities shall cease to be Registrable Securities when (a) a Registration Statement covering such Registrable Securities has been declared effective under the Securities Act by the Commission and such Registrable Securities have been disposed of pursuant to such effective Registration Statement, (b) the entire amount of the Registrable Securities owned by each Designated Holder may be sold in a single sale, in the opinion of counsel satisfactory to the Company, in its reasonable judgment, without any limitation as to volume pursuant to Rule 144 (or any successor provision then in effect) under the Securities Act, or (c) the Registrable Securities are proposed to be sold or distributed by a Person who is not a Designated Holder.

2.3.            Issuer Registration Statement.  The Company shall cause to be filed with the Commission a resale shelf registration statement (an "Issuer Registration Statement") that

complies as to form in all material respects with applicable Commission rules providing for the registration of the Registrable Securities, and agrees to use its reasonable best efforts to cause the Issuer Registration Statement and related prospectus to be declared and remain effective by the Commission on or prior to the issuance of any Common Units pursuant to a redemption of Series A Preferred Units under Section 2.F.(i) or Section 2.F.(ii) of the Series A Preferred Units Amendment.  The Company agrees to use its reasonable best efforts to keep the Issuer Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until such time as the Holder no longer owns any Registrable Securities. The Company shall:

As used herein, "Registration Statement" and "Prospectus" refer to a registration statement and related prospectus (including any preliminary prospectus) filed pursuant to the Securities Act utilized by the Company to satisfy a Designated Holder's Registration Rights pursuant to this Agreement, including, but not limited to, an Issuer Registration Statement and related prospectus (including any preliminary prospectus) and any documents incorporated therein by reference.

2.4.            Restrictions on Public Sale by the Designated Holders. To the extent that the Designated Holders in the aggregate hold in excess of 20% of the outstanding REIT Shares on a fully diluted basis, each Designated Holder hereby agrees that it shall not, to the extent requested by the Company or an underwriter of securities of the Company, directly or indirectly sell, offer to sell (including, without limitation, any short sale), grant any option or otherwise transfer or dispose of any Registrable Securities (other than to donees or Affiliates of a Designated Holder who agree to be similarly bound) for up to sixty (60) days following the effective date of a registration statement of the Company filed under the Securities Act with

2.6.            Suspension of Offering. Notwithstanding Section 2.3 hereof, if the Board of Directors, in its good faith judgment, determines that any registration should not be made or continued because the negotiation or consummation of a material transaction by the Company or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and

the non-disclosure of which in the Registration Statement would be expected, in the Company's reasonable determination, to cause the Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance a "Suspension Event"), the Company may postpone the filing of a Registration Statement and, upon the approval of a majority of the Board of Directors, require the Designated Holder not to sell under the Registration Statement or to suspend the effectiveness thereof; provided, however, that the Company may not delay, suspend or withdraw the Registration Statement for more than sixty (60) days at any one time, or more than twice in any twelve (12) month period. Upon receipt of any written notice from the Company of the happening of any Suspension Event during the period the Registration Statement is effective or if as a result of a Suspension Event the Registration Statement or related Prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the Prospectus) not misleading, each Designated Holder agrees that (i) it will immediately discontinue offers and sales of the Registrable Securities under the Registration Statement until such Designated Holder receives copies of a supplemental or amended Prospectus (which the Company agrees to promptly prepare and deliver to such Designated Holder) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales, and (ii) it will maintain the confidentiality of any information included in the written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, each Designated Holder will deliver to the Company all copies of the Prospectus covering the Registrable Securities current at the time of receipt of such notice that are in the physical possession of such Designated Holder, other than permanent file copies then in the possession of such Designated Holder's counsel.

3.1.            Qualification. The Company agrees to use its reasonable best efforts to register or qualify the Registrable Securities by the time the applicable Registration Statement is declared effective by the Commission under all applicable state securities or "blue sky" laws of such jurisdictions as a Designated Holder may reasonably request in writing, and shall use its reasonable best efforts to keep each such registration or qualification effective during the period such Registration Statement is required to be kept effective pursuant to this Agreement and to do any and all other similar acts and things which may be reasonably necessary or advisable to enable a Designated Holder to consummate the disposition of the Registrable Securities in each such jurisdiction; provided, however, that the Company shall not be required to (i) qualify generally to do business in any jurisdiction or to register as a broker or dealer in such jurisdiction where it would not otherwise be required to qualify but for this Agreement, (ii) take any action that would cause it to become subject to any taxation in any jurisdiction where it would not otherwise be subject to such taxation or (iii) take any action that would subject it to the general service of process in any jurisdiction where it is not then so subject.

3.2.            Obligations of the Company. When the Company is required to effect the registration of Registrable Securities under the Securities Act pursuant to Section 2 of this Agreement, subject to Section 2.5 hereof (as applicable), the Company shall use its reasonable

3.3.            Obligations of Designated Holders. In connection with any Registration Statement utilized by the Company to satisfy the Registration Rights, each Designated Holder agrees to cooperate with the Company in connection with the preparation of the Registration Statement, and each Designated Holder agrees that it will (i) respond within ten (10) Business Days to any reasonable written request by the Company to provide or verify information regarding such Designated Holder or such Designated Holder's Registrable Securities (including the proposed manner of sale) that may be required to be included in such Registration Statement and related Prospectus pursuant to the rules and regulations of the Commission, and (ii) provide in a timely manner information regarding the proposed distribution by such Designated Holder of the Registrable Securities and such other information as may be requested by the Company from time to time in connection with the preparation of and for inclusion in the Registration Statement and related Prospectus.

SECTION IV.   INDEMNIFICATION; CONTRIBUTION

4.1.            Indemnification by the Company. The Company agrees to indemnify and hold harmless each Designated Holder and each person, if any, who controls a Designated Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and any of their Affiliates (and any officer, director, general partner or trustee thereof), partners, members, officers, directors, employees or representatives, as follows:

provided, however, that the indemnity provided pursuant to this Section 4.1 does not apply to any Designated Holder with respect to any loss, liability, claim, damage, judgment or expense to the extent arising out of (A) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by such Designated Holder expressly for use in the Registration Statement, Disclosure Package or in any amendment or supplement thereto or (B) such Designated Holder's failure to deliver an amended or supplemental prospectus furnished to such Designated Holder by the Company, if such loss, liability, claim, damage, judgment or expense would not have arisen had such delivery occurred. The Company shall also provide customary indemnities to any underwriters of the Registrable Securities, their officers, directors and employees and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act).

4.2.            Indemnification by Designated Holder. Each Designated Holder (and each permitted assignee thereof), on a several basis) severally and not jointly) agrees to indemnify and hold harmless the Company, and each of its directors or trustees, as applicable, and officers (including each director or trustee, as applicable, and officer of the Company who signed a Registration Statement), any underwriter retained by the Company, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, as follows:

4.3.            Conduct of Indemnification Proceedings. An indemnified party hereunder (the "Indemnified Party") shall give reasonably prompt notice to the indemnifying party (the "Indemnifying Party") of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify the Indemnifying Party (i) shall not relieve it from any liability which it may have under the indemnity agreement provided in Section 4.1 or 4.2 above, unless and only to the extent the lack of notice by the Indemnified Party results in the forfeiture by the Indemnifying Party of substantial rights and defenses, and (ii) shall not, in any event, relieve the Indemnifying Party from any obligations to any Indemnified Party other than the indemnification obligation provided under Section 4.1 or 4.2 above. If the Indemnifying Party so elects within a reasonable time after receipt of such notice, the Indemnifying Party may assume the defense of such action or proceeding at such Indemnifying Party's own expense with counsel chosen by the Indemnifying Party and approved

by the Indemnified Party, which approval shall not be unreasonably withheld; provided, however, that the Indemnifying Party will not settle, compromise or consent to the entry of any judgment with respect to any such action or proceeding without the written consent of the Indemnified Party unless such settlement, compromise or consent secures the unconditional release of the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expense of such counsel shall be paid by the Indemnified Party unless (i) the Indemnifying Party agrees to pay the same, (ii) the Indemnifying Party fails to assume the defense of such action with counsel approved by the Indemnified Party or (iii) the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and such parties have been advised by such counsel that either (x) representation of such Indemnified Party and the Indemnifying Party by the same counsel would be inappropriate under applicable standards of professional conduct or (y) there may be one or more legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party. In any of such cases, the Indemnifying Party shall not be entitled to assume such defense and the Indemnified Party shall be entitled to separate counsel at the Indemnifying Party's expense. If the Indemnifying Party is not entitled to assume the defense of such action or proceeding as a result of clause (iii) above, the Indemnifying Party's counsel shall be entitled to conduct the Indemnifying Party's defense and counsel for the Indemnified Party shall be entitled to conduct the defense of the Indemnified Party, it being understood that both such counsel will cooperate with each other to conduct the defense of such action or proceeding as efficiently as possible. If the Indemnifying Party is not so entitled to assume the defense of such action or does not assume such defense, after having received the notice referred to in the first sentence of this paragraph, the Indemnifying Party will pay the reasonable fees and expenses of counsel for the Indemnified Party. In such event, however, the Indemnifying Party will not be liable for any settlement effected without the written consent of the Indemnifying Party. If an Indemnifying Party is entitled to assume, and assumes, the defense of such action or proceeding in accordance with this paragraph, the Indemnifying Party shall not be liable for any fees and expenses of counsel for the Indemnified Party incurred thereafter in connection with such action or proceeding.

4.4.            Contribution.

The Company shall pay all expenses incident to the performance by the Company of its registration obligations under Section 2 above, including (i) Commission, stock exchange and FINRA registration and filing fees, (ii) all fees and expenses incurred in complying with securities or "blue sky" laws (including reasonable fees, charges and disbursements of counsel to any underwriter incurred in connection with "blue sky" qualifications of the Registrable Securities as may be set forth in any underwriting agreement), (iii) all printing, messenger and delivery expenses, (iv) the fees, charges and expenses of counsel to the Company and of its independent public accountants and any other accounting fees, charges and expenses incurred by the Company (including, without limitation, any expenses arising from any "comfort" letters or any special audits incident to or required by any registration or qualification), and (v) any liability insurance or other premiums for insurance obtained in connection with any Registration Statement pursuant to the terms of this Agreement, regardless of whether such Registration Statement is declared effective. All of the expenses described in the preceding sentence of this Section 5 are referred to herein as "Registration Expenses." Subject to clause (iv) above, each Designated Holder shall be responsible for the payment of any brokerage and sales commissions, fees and disbursements of such Designated Holder's counsel, accountants and other advisors, and any transfer taxes relating to the sale or disposition of the Registrable Securities by such Designated Holder pursuant to this Agreement.

 

 

 

The Company covenants that it will use its best efforts to timely file the reports required to be filed by the Company under the Securities Act and the Exchange Act (or, if the Company is not required to file such reports, during any period in which any Designated Holder owns any REIT Shares which are, or were, Registrable Securities, it will make and keep public information available as those terms are understood and defined in Rule 144 of the Securities Act) and take such further action as each Designated Holder may reasonably request (including providing any information necessary to comply with Rule 144 under the Securities Act), so as to enable each Designated Holder to sell the Registrable Securities pursuant to (i) Rule 144 under the Securities Act, or Regulation S under the Securities Act or (ii) any similar rules or regulations hereinafter adopted by the Commission. In connection with any sale, transfer or other disposition by a Designated Holder of any Registrable Securities pursuant to Rule 144 under the Securities Act, the Company shall cooperate with such Designated Holder to facilitate the timely preparation and delivery of certificates representing the Registrable Securities to be sold and not bearing any Securities Act legend, and enable certificates for such Registrable Securities to be for such number of shares and registered in such names as the Holder may reasonably request at least three (3) Business Days prior to any sale of Registrable Securities hereunder.

7.1.            Recapitalizations, Exchanges, etc. The provisions of this Agreement shall apply to the full extent set forth herein with respect to (i) the REIT Shares, (ii) any and all shares of voting common stock of the Company into which the REIT Shares are converted, exchanged or substituted in any recapitalization or other capital reorganization by the Company and (iii) any and all equity securities of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in conversion of, in exchange for or in substitution of, the REIT Shares and shall be appropriately adjusted for any stock dividends, splits, reverse splits, combinations, recapitalizations and the like occurring after the date hereof. The Company shall cause any successor or assign (whether by merger, consolidation, sale of assets or otherwise) to enter into a new registration rights agreement with each Designated Holder on terms substantially the same as this Agreement as a condition of any such transaction.

7.2.            Integration; Amendment. This Agreement constitutes the entire agreement among the parties hereto with respect to the matters set forth herein and supersedes and renders of no force and effect all prior oral or written agreements, commitments and understandings among the parties with respect to the matters set forth herein. Except as otherwise expressly provided in this Agreement, no amendment, modification or discharge of this Agreement shall be valid or binding unless set forth in writing and duly executed by each of the parties hereto.

7.3.            Waivers. No waiver by a party hereto shall be effective unless made in a written instrument duly executed by the party against whom such waiver is sought to be enforced, and only to the extent set forth in such instrument. Neither the waiver by any of the parties hereto of a breach or a default under any of the provisions of this Agreement, nor the failure of any of the parties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder shall thereafter be construed as a waiver of any subsequent breach or default of a similar nature, or as a waiver of any such provisions, rights or privileges hereunder.

7.4.            Assignment; Successors and Assigns. This Agreement and the rights granted hereunder may not be assigned by a Designated Holder (except to another Designated Holder) without the written consent of the Company. This Agreement shall inure to the benefit of and be binding upon all of the parties hereto and their respective heirs, executors, personal and legal representatives, successors and permitted assigns, including, without limitation, any successor of the Company by merger, acquisition, reorganization, recapitalization or otherwise.

7.5.            Notices. All notices called for under this Agreement shall be in writing and shall be deemed duly given (a) on the date of delivery if delivered personally, (b) on the first Business Day following the date of dispatch if delivered by a nationally recognized next-day courier service, (c) on the fifth Business Day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid, or (d) if sent by facsimile transmission during business hours on a Business Day, when transmitted and receipt is confirmed, or otherwise on the following Business Day. All notices hereunder shall be delivered to the parties at the addresses set forth below, or to any other address or addressee as any party entitled to receive notice under this Agreement shall designate, from time to time, to others in the manner provided in this Section 7.5 for the service of notices; provided, however, that notices of a change of address shall be effective only upon receipt thereof.

7.6.            Specific Performance. The parties hereto acknowledge that the obligations undertaken by them hereunder are unique and that there would be no adequate remedy at law if any party fails to perform any of its obligations hereunder, and accordingly agree that each party, in addition to any other remedy to which it may be entitled at law or in equity, shall be entitled to (i) compel specific performance of the obligations, covenants and agreements of any other party under this Agreement in accordance with the terms and conditions of this Agreement and (ii) obtain preliminary injunctive relief to secure specific performance and to prevent a breach or contemplated breach of this Agreement in any court of the United States or any State thereof having jurisdiction.

7.7.            Governing Law; Consent to Jurisdiction.

7.8.            Waiver of Jury Trial. Each party hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect to any litigation, directly or indirectly, arising out of or relating to this Agreement or any transaction contemplated hereby or thereby. Each party (a) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (b) acknowledges that it and the other parties have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 7.8.

7.9.            Headings. Section and subsection headings contained in this Agreement are inserted for convenience of reference only, shall not be deemed to be a part of this Agreement for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof.

7.10.            Pronouns. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or entity may require.

7.11.            Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement. This Agreement may be executed by facsimile signatures.

7.12.            Severability. If fulfillment of any provision of this Agreement, at the time such fulfillment shall be due, shall transcend the limit of validity prescribed by law, then the obligation to be fulfilled shall be reduced to the limit of such validity; and if any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.

7.13.            No Third Party Beneficiaries. It is the explicit intention of the parties hereto that no person or entity other than the parties hereto is or shall be entitled to bring any action to enforce any provision of this Agreement against any of the parties hereto, and the covenants, undertakings and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, the parties hereto or their respective successors, heirs, executors, administrators, legal representatives and permitted assigns.

HOLDER:

Plaza Camino Real, a California limited partnership