Exhibit 4.4


 


THE
MACERICH COMPANY


 


WARRANT
TO PURCHASE COMMON STOCK


 


MAC – 2009 – [          ]


 


THE OFFER AND SALE OF THE
SECURITIES EVIDENCED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR QUALIFIED UNDER STATE
SECURITIES LAWS, AND THEREFORE SUCH SECURITIES MAY NOT BE SOLD,
TRANSFERRED, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND EFFECTIVE QUALIFICATION
THEREOF UNDER APPLICABLE STATE SECURITIES LAWS, OR IF SUCH SALE, TRANSFER,
ASSIGNMENT, HYPOTHECATION OR OTHER TRANSFER IS EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE ACT AND THE QUALIFICATION REQUIREMENTS OF THE RELEVANT
STATE SECURITIES LAWS.


 


This
certifies that, for $[                  ]
and other good and valuable consideration, the receipt of which is hereby
acknowledged, [                              ](the
“Holder”) is entitled to purchase, from time to time, from The Macerich
Company, a Maryland corporation (the “Company”), fully paid and
non-assessable shares of common stock of the Company, par value $0.01 per share
(each, a “Share” and collectively, the “Shares”), commencing on
the date set forth on the signature page hereof (the “Commencement Date”),
on the terms and conditions set forth herein.


 


1.                                       Number of Shares; Vesting; Strike Price and Expiration Date.


 


(a)                                  This Warrant may be exercised for [                      ]
Shares.


 


(b)                                 The right to exercise this Warrant shall fully vest on the
Commencement Date.


 


(c)                                  As used herein, the “Strike Price” means: (i) from
the date hereof until and including the second anniversary of such date,
$30.61751, and (ii) from the day after the second anniversary until and
including the third anniversary of the date hereof,  $34.792625, as such prices may be adjusted
from time to time pursuant to the terms hereof.


 


(d)                                 All purchase rights represented by this Warrant shall
terminate at 5:00 p.m. PDT on the third anniversary of the Commencement
Date (the “Expiration Date”).  To
the extent that this Warrant has not been exercised before the Expiration Date,
this Warrant shall become null and void and all rights hereunder and all rights
in respect hereof shall cease as of the Expiration Date.


 


2.                                       Exercise and Payment.


 


(a)                                  Exercise for Shares.  This Warrant may be exercised in whole or in
part, from time to time, by the Holder by surrender of this Warrant (and the
Notice of Exercise annexed hereto duly completed and executed by the Holder) to
the Company at the principal executive office of the Company, together with
payment in the amount obtained by multiplying the 


 

















 


Strike Price then in effect by the
number of Shares to be purchased (as designated in the Notice of
Exercise).  Payment must be by wire
transfer of immediately available funds.


 


(b)                                 Net Issue Exercise - Cash or Shares. In lieu of exercising this Warrant in accordance with Section 2(a),
the Holder may elect a net issue exercise in accordance with this Section 2(b).  In the event the Holder elects a net issue
exercise pursuant to this Section 2(b), the Company shall determine, in
its sole discretion, whether to deliver cash or Shares in exchange for this
Warrant, with the amount of cash or the number of Shares determined in
accordance with this Section 2(b), and the Company shall notify the Holder
of its election within five (5) business days following receipt by the
Company of the Holder’s Notice of Exercise. 
The Holder may elect a net issue exercise by surrendering this Warrant
(and the Notice of Exercise annexed hereto duly completed and executed by the
Holder) to the Company at the principal executive office of the Company.


 


If in the Notice of Exercise the
Holder elects a net issue exercise, and the Company elects to deliver Shares,
then the Company shall issue to the Holder a number of Shares computed using
the following formula:


 


	
   

  	
  X = Y (A-B)

  	
   

  
	
   

  	
   

  	
     A

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Where

  	
  X

  	
     =

  	
  the
  number of Shares to be issued to the Holder.

  
	
   

  	
  Y

  	
     =

  	
  the
  number of Shares then purchasable under this Warrant designated in the Notice
  of Exercise.

  
	
   

  	
  A

  	
     =

  	
  the then current Fair
  Value of the Shares.

  
	
   

  	
  B

  	
     =

  	
  the
  then current Strike Price.

  
					



 


If in the Notice of
Exercise the Holder elects a net issue exercise, and the Company elects to
deliver cash, then the Company shall deliver to the Holder an amount of cash computed using
the following formula:


 


	
   

  	
  C = Y(A-B)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Where

  	
  C

  	
     =

  	
  the
  aggregate dollar amount to be delivered to the Holder.

  
	
   

  	
  Y

  	
     =

  	
  the
  number of Shares then purchasable under this Warrant designated in the Notice
  of Exercise.

  
	
   

  	
  A

  	
     =

  	
  the then current Fair
  Value of the Shares.

  
	
   

  	
  B

  	
     =

  	
  the
  then current Strike Price.

  
					



 


As used in this Warrant, “Fair Value” shall mean, on any date specified herein (i) in
the case of cash, the dollar amount thereof, (ii) in the case of a
security listed on a national securities exchange, the Current Market Price,
and (iii) in all other cases, the fair value thereof (as of a date which
is within 20 days of the date on which the Company receives the Notice of
Exercise except as otherwise specifically provided for in Sections 2(c) and
8(d) below) determined in good faith by the Board of Directors of the
Company; provided, however, that if the Initial Holder (defined below) does not
agree with the Board of Directors’ determination of Fair Value, the Fair Value
shall be determined in good faith, by an independent investment banking firm
selected jointly by the Company and the Initial Holder or, if that selection
cannot be made within ten days, by an independent investment banking firm
selected by the American Arbitration Association in accordance with its rules,


 


2

















 


and provided further,
that the Initial Holder shall pay the fees and expenses of any third parties
incurred in connection with determining the Fair Value in the event the
independent investment banking firm’s determination of Fair Value is equal to
or less than the Fair Value as determined by the Board of Directors, and the
Company shall pay such fees and expenses in the event the independent
investment banking firm’s determination of Fair Value is greater than the Fair
Value as determined by the Board of Directors.  As used in this Section 2(b), “Current
Market Price” shall mean, the volume-weighted average closing price of the
Shares for the five trading days immediately preceding the date on which the Company receives the Notice of Exercise
except as otherwise specifically provided for in Sections 2(c) and 8(d) below. As used in this Warrant, the “Initial
Holder” shall mean, [                            ]  who, for the avoidance of doubt, is also referred to in
this Warrant as, a “Holder.”


 


(c)                                  Automatic Net Issuance Immediately Prior to Expiration.  Notwithstanding
anything herein to the contrary, if immediately prior to the Expiration Date
the net issue exercise of this Warrant pursuant to Section 2(b) would
result in cash or Shares being due to the Holder, then to the extent not
previously exercised by the Holder, this Warrant shall be deemed automatically
exercised in full immediately prior to 5:00 p.m. PDT on the Expiration
Date by the Holder via a net issue exercise pursuant to Section 2(b);
provided, that the Holder must deliver a Notice of Exercise (accompanied by
this Warrant certificate) to the Company within two months of the Expiration
Date and, in the event such Notice of Exercise (accompanied by this Warrant
certificate) is not delivered within two months of the Expiration Date, the
automatic exercise of this Warrant pursuant to this Section 2(c) will
not occur and this Warrant shall be null and void.


 


3.                                       Delivery of Certificates or Cash.  In the event the
Holder exercises this Warrant for Shares pursuant to Section 2(a), or
pursuant to Section 2(b) or Section 2(c) and the Company
elects to deliver Shares, this Warrant shall be deemed to have been exercised
and the Holder shall be deemed to have become the holder of record of such
Shares as of the date of the surrender of this Warrant certificate to the
Company, and in the case of an exercise pursuant to Section 2(a), payment
of the Strike Price to the Company; provided, however, with respect to a deemed
exercise under Section 2(c), the net issue exercise calculations shall
occur as though the Holder exercised immediately prior to 5:00 p.m. PDT on
the Expiration Date.  Within a reasonable
period of time after exercise, in whole or in part, of this Warrant pursuant to
Section 2(a), or Section 2(b) or Section 2(c) where
the Company elects to deliver Shares, the Company shall issue in the name of
and deliver to the Holder a certificate for the number of fully paid and
non-assessable Shares that the Holder shall have requested in the Notice of
Exercise, or the number of Shares calculated pursuant to Section 2(b) in
the event the Holder elects a net issue exercise in the Notice of Exercise and
the Company elects to deliver Shares, up to the maximum then available
hereunder. If this Warrant is exercised in part, the Company shall deliver to
the Holder a new Warrant for the unexercised portion of this Warrant at the
time of delivery of such certificate for the Shares.  If the Company elects to pay cash pursuant to
the Holder’s net issue exercise under Section 2(b) or Section 2(c),
the Company shall pay such cash to the Holder within two (2) business days
following the Company’s notice to the Holder of its election to pay cash.


 


4.                                       No Fractional Shares.  No fractional Shares or scrip representing
fractional Shares will be issued upon exercise of this Warrant.  If upon any exercise of this Warrant a
fraction of a Share results, the Company will pay the Holder the difference
between the cash value of the fractional Share and the portion of the Strike
Price allocable to the fractional Share.


 


3

















 


5.                                       Charges, Taxes and Expenses.  The Holder shall pay all taxes or other incidental
charges, if any, in connection with (i) the transfer from the Company to
the Holder of the Shares purchased pursuant to the exercise hereof, and (ii) the
transfer from the Initial Holder to a Permitted Transferee (or any other
transfer by the Initial Holder or a Holder to which the Company consents in
writing) of all or any portion of this Warrant in accordance with Section 14(g) of
this Warrant.


 


6.                                       Loss, Theft, Destruction or Mutilation of Warrant.  Upon receipt by the
Company of evidence reasonably satisfactory to it of the loss, theft or
destruction of this Warrant, of indemnity or security reasonably satisfactory
to the Company, and upon reimbursement to the Company of all reasonable
expenses incidental thereto, and upon surrender and cancellation of this
Warrant, if mutilated, the Company will make and deliver a new Warrant of like
tenor, dated as of such date as the foregoing conditions have been satisfied in
the event of loss, theft or destruction, or the surrender date in the event of
mutilation, in lieu of this Warrant.


 


7.                                       Saturdays, Sundays, Holidays, Etc.  If the last or
appointed day for the taking of any action or the expiration of any right
required or granted herein shall be a Saturday or a Sunday or a holiday
observed by The New York Stock Exchange (the “NYSE”), then such action may be
taken or such right may be exercised on the next succeeding weekday which is
not a holiday observed by the NYSE.


 


8.                                       Adjustment of Strike Price and Number of Shares.  The number of and
kind of securities purchasable upon exercise of this Warrant and the Strike
Price shall be subject to adjustment from time to time as follows:


 


(a)                                  Subdivisions and Combinations.  If the Company shall at any time after the
date hereof, but prior to the expiration of this Warrant, subdivide its
outstanding securities as to which purchase rights under this Warrant exist, by
split-up or otherwise, or combine its outstanding securities as to which
purchase rights under this Warrant exist, the number of Shares as to which this
Warrant is exercisable as of the date of such subdivision or combination shall
forthwith be proportionately increased in the case of a subdivision or
proportionately decreased in the case of a combination.  Appropriate corresponding adjustments shall
also be made to the Strike Price, so that the aggregate purchase price payable
for the total number of Shares purchasable under this Warrant as of such date
shall remain the same.


 


(b)                                 Reclassification, Etc.  Except as specifically provided for in Section 8(c) below,
if at any time after the date hereof there shall be a change, reorganization or
reclassification of the Shares into which this Warrant is exercisable into the
same or a different number of a different type or class of securities, then the
Holder shall thereafter be entitled to receive upon exercise of this Warrant,
during the period specified herein and upon payment of the Strike Price then in
effect, the number of shares of other securities or property resulting from
such change, reorganization or reclassification that would have been received
by the Holder for the Shares subject to this Warrant had this Warrant been
exercised immediately prior to the time of the reclassification.


 


(c)                                  Consolidation, Merger or Sale.  If the Company shall do any of the following
(each, a “Triggering Event”): (i) consolidate with or merge into
any other entity


 


4

















 


and the
Company shall not be the continuing or surviving corporation of such
consolidation or merger, or (ii) permit any other entity to consolidate
with or merge into the Company and the Company shall be the continuing or
surviving entity but, in connection with such consolidation or merger, the
capital stock of the Company shall be changed into or exchanged for securities
of any other entity or cash or any other property, or (iii) transfer all
or substantially all of its properties or assets to any other person or entity,
then, and in the case of each such Triggering Event, proper provision shall be
made so that, upon the basis and the terms and in the manner provided in this
Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof
at any time after the consummation of such Triggering Event but prior to the
Expiration Date, and to the extent this Warrant is not exercised prior to such
Triggering Event, to receive at the Strike Price in effect at the time
immediately prior to the consummation of such Triggering Event (subject to
adjustments (subsequent to such Triggering Event) as nearly equivalent as
possible to the adjustments provided for elsewhere in this Section 8), in
lieu of the Shares issuable upon exercise of this Warrant prior to such
Triggering Event, the securities, cash and/or property to which such Holder
would have been entitled upon the consummation of such Triggering Event if such
Holder had exercised the rights represented by this Warrant immediately prior
thereto (and the Company shall select the form of consideration, to the extent
applicable, received by the Holder upon exercise of this Warrant subsequent to
such Triggering Event), subject to adjustments (subsequent to such Triggering
Event) as nearly equivalent as possible to the adjustments provided for
elsewhere in this Section 8.


 


(d)                                 Extraordinary Distributions.
Except as specifically provided for in Section 8(c) above, if the
Company shall distribute to all holders of its Shares: (i) any shares of
capital stock of the Company, evidence of indebtedness, or other securities or
rights convertible into shares of capital stock of the Company (but excluding
Ordinary Dividends) without
receiving payment of any consideration in exchange therefor, or (ii) cash (but excluding Ordinary Dividends), then,
in each such case:


 


(i)                                     the Strike Price in effect immediately prior to the close of
business on the record date fixed for the determination of holders of any class
of securities entitled to receive such distribution shall be reduced, effective
as of the close of business on such record date, to a price determined by
multiplying such Strike Price by a fraction


 


(x) the numerator of which shall be the Fair Value of a
Share in effect on such record date or, if the Shares trade on an
ex-distribution basis, on the date prior to the commencement of ex-distribution
trading, less the Fair Value of such distribution applicable to one Share, and


 


(y) the denominator of which shall be the Fair Value of
a Share in effect on such record date or, if the Shares trade on an
ex-distribution basis, on the date prior to the commencement of ex-distribution
trading;


 


and


 


5

















 


(ii)                                  this Warrant shall thereafter evidence the right to receive,
at the adjusted Strike Price, that number of Shares (calculated to the nearest
Share) obtained by dividing:


 


(x) the product of the aggregate number of Shares
covered by this Warrant immediately prior to such adjustment and the Strike
Price in effect immediately prior to such adjustment of the Strike Price by,


 


(y) the Strike Price in effect immediately after such
adjustment of the Strike Price.


 


As used herein “Ordinary Dividends” shall mean all quarterly dividends,
whether paid in cash, shares of capital stock of the Company or other
securities, or any combination of the foregoing, except extraordinary or
special dividends.


 


9.                                       Notices of Adjustments, Etc.  Whenever the Strike Price or number of Shares
purchasable hereunder shall be adjusted pursuant to Section 8 hereof,
within five business days of the event requiring the adjustment, the Company
shall deliver to the Holder (in accordance with Section 14(c)) a
certificate setting forth, in reasonable detail, the event requiring the
adjustment, the amount of the adjustment, the method by which such adjustment
was calculated and the Strike Price and number of shares purchasable hereunder
after giving effect to such adjustment.


 


10.                                 No Rights as Stockholder.  Prior to exercise of this Warrant, the Holder
shall not be entitled to any rights as a stockholder of the Company with
respect to the Shares, including (without limitation) the right to vote such
Shares, receive distributions thereon, or be notified of stockholder meetings,
and the Holder shall not be entitled to any notice or other communication
concerning the business or affairs of the Company.


 


11.                                 Shares Fully Paid, Reservation and Listing of Shares;
Covenants.


 


(a)                                  Shares Fully Paid.  The Company covenants and agrees that all
Shares which may be issued upon the exercise of this Warrant or otherwise
hereunder will, upon issuance, be duly authorized, validly issued, fully paid and
non-assessable.  The Company further
covenants and agrees that during the period within which this Warrant may be
exercised, the Company will at all times have authorized and reserved for the
purpose of the issue upon exercise of this Warrant a number of Shares equal to
100% of the aggregate number of Shares exercisable hereunder to provide for the
exercise of this Warrant.


 


(b)                                 Covenants.  The Company shall not by any action
including, without limitation, amending the Articles of Incorporation or the Bylaws
of the Company, or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
action, avoid or seek to avoid the observance or performance of any of the
terms of this Warrant.


 


12.                                 Restricted Securities.  The Holder understands that this Warrant and
the Shares purchasable hereunder constitute “restricted securities” under the
federal securities laws inasmuch as they are, or will be, acquired from the
Company in transactions not 


 


6

















 


involving a
public offering and accordingly may not, under such laws and applicable
regulations, be resold without registration under the Act, or an applicable
exemption from such registration. The Holder hereby acknowledges that the
securities legend on Exhibit A to the Notice of Exercise attached hereto
will be placed on any Shares issued to the Holder upon exercise of this
Warrant.


 


13.                                 Certification of Investment Purpose.  Unless a current
registration statement under the Act shall be in effect with respect to the
securities to be issued upon exercise of this Warrant, in which case the Holder
may be asked to provide a modified version of the written certification
attached hereto, the Holder covenants and agrees that, at the time of exercise
hereof, it will deliver to the Company a written certification in substantially
the form of Exhibit A to the Notice of Exercise attached hereto, executed
by the Holder, which certifies to the Company that the Holder is an “accredited
investor” as that term is defined in Rule 501 of Regulation D promulgated
under the Act, that the securities acquired by such Holder upon exercise hereof
are for the account of such Holder and acquired for investment purposes only
and that such securities are not acquired with a view to, or for sale or resale
in connection with, any distribution thereof.


 


14.                                 Miscellaneous.


 


(a)                                  Construction.  Unless the context indicates otherwise, the
term “Warrant” shall include any and all warrants outstanding pursuant
to this Agreement, including those evidenced by a certificate upon exchange or
substitution pursuant to the terms hereof.


 


(b)                                 Restrictions.  By receipt of this Warrant, the Holder makes
the same representations and warranties with respect to the acquisition of this
Warrant as the Holder is required to make upon the exercise of this Warrant and
acquisition of the Shares purchasable hereunder as set forth in the Form of
Investment Letter attached as Exhibit A to the Notice of Exercise, the
forms of which are attached hereto as Exhibit A.


 


(c)                                  Notices.  Unless otherwise provided, any notice
required or permitted under this Warrant shall be given in writing and shall be
deemed effectively given upon personal delivery to the party to be notified or
three days following deposit with the United States Post Office, by registered
or certified mail, postage prepaid and addressed to the party to be notified
(or one day following timely deposit with a reputable overnight courier with
next day delivery instructions), or upon confirmation of receipt by the sender
of any notice by facsimile transmission, at the address indicated below or at
such other address as such party may designate by ten days’ advance written
notice to the other party.


 


	
  To Holder:

  	
  [                               ]

  
	
   

  	
   

  
	
  With a Copy to:

  	
  Paul Hastings
  Janofsky & Walker LLP

  
	
   

  	
  695 Town Center Drive,
  Seventeenth Floor

  
	
   

  	
  Costa Mesa, California
  92626

  
	
   

  	
  Attention: John
  Simonis, Esq.

  
	
   

  	
  Telecopy: 714-668-6336

  



 


7

















 


	
  To the Company:

  	
  The Macerich Company

  
	
   

  	
  401 Wilshire Boulevard,
  Suite 700

  
	
   

  	
  Santa Monica,
  California 90401

  
	
   

  	
  Attention: Chief Legal
  Officer

  
	
   

  	
  Facsimile: (310)
  394-7692

  
	
   

  	
   

  
	
  And:

  	
   

  
	
   

  	
   

  
	
   

  	
  The Macerich Company

  
	
   

  	
  401 Wilshire Boulevard,
  Suite 700

  
	
   

  	
  Santa Monica,
  California 90401

  
	
   

  	
  Attention: Chief
  Financial Officer

  
	
   

  	
  Facsimile: (310)

  
	
   

  	
   

  
	
  With a copy to:

  	
  Manatt,
  Phelps & Phillips, LLP

  
	
   

  	
  11355 West Olympic
  Boulevard

  
	
   

  	
  Los Angeles, California
  90064

  
	
   

  	
  Attention: F. Thomas
  Muller, Esq.

  
	
   

  	
  Facsimile: (310)
  914-5852

  



 


(d)                                 Governing Law.  Any
dispute in the meaning, effect or validity of this Warrant shall be resolved in
accordance with the laws of the State of Maryland without regard to the
conflict of laws provisions thereof.


 


(e)                                  Attorneys’ Fees.  In the event that any suit or action is
instituted under or in relation to this Warrant, including without limitation
to enforce any provision in this Warrant, the prevailing party in such dispute
shall be entitled to recover from the losing party all fees, costs and expenses
of enforcing any right of such prevailing party under or with respect to this
Warrant, including, without limitation, such reasonable fees and expenses of
attorneys and accountants, which shall include, without limitation, all fees,
costs and expenses of appeals.


 


(f)                                    Entire Agreement.  This Warrant and the exhibits hereto
constitute the entire agreement and understanding of the parties hereto with
respect to the subject matter hereof, and supersede all prior and
contemporaneous agreements and understandings, whether oral or written, between
the parties hereto with respect to the subject matter hereof.


 


(g)                                 Binding Effect; and Assignment.


 


(i)                                     This Warrant and the various rights and obligations arising
hereunder shall inure to the benefit of and be binding upon the Company and its
successors and assigns, and the Holder and its successors and permitted
assigns.


 


8

















 


(ii)                                  The Holder may not sell, assign or otherwise transfer this
Warrant or its rights or obligations hereunder without the express written
consent of the Company, which consent may be withheld, delayed or conditioned
in the sole and absolute discretion of the Company.


 


(iii)                               Notwithstanding anything herein to the contrary, the Initial Holder, and only the Initial Holder with
respect to (1), (4) and (5)  below, and the Initial Holder or the
Holder with respect to (2) and (3) below, may assign or transfer this
Warrant, without the consent of the Company, following at least ten business days prior written notice by the
Initial Holder (or the Holder if being delivered pursuant to (2) or (3) below)
to the Company, which written notice shall be accompanied by a legal opinion
reasonably satisfactory to the Company issued by legal counsel to the Initial
Holder (or the Holder if being delivered pursuant to (2) or (3) below)
reasonably acceptable to the Company, to the effect that such transfer or
assignment may be effected without registration or qualification under any U.S.
federal and state laws and applicable foreign laws then in effect: (1) in whole or in part to any of the Initial Holder’s
direct or indirect stockholders, partners, limited partners, members or other
equity owners; (2) in whole, and not in part, to any permitted transferee
of the Holder’s direct or indirect membership interest in GI FIX InvestCo, LLC
(“GI FIX InvestCo”) to whom the Holder actually transfers its direct or
indirect membership interest in GI FIX InvestCo; (3) in whole, and not in
part, to any permitted transferee of GI FIX InvestCo’s membership interest in
Flatiron Property Holding, L.L.C. (“Flatiron”), to whom GI FIX InvestCo
actually transfers its membership interest in Flatiron; (4) in whole or in
part to GI Partners Fund III L.P., GI Partners Fund III-A L.P. or GI Partners Fund
III-B L.P.; or (5) in whole, and not in part, to any one unrelated third
party (each of (1), (2), (3), (4) and (5), a “Permitted Transferee”).  Any Permitted Transferee shall be deemed to
be a Holder for all purposes hereunder and in no event shall a Permitted
Transferee be deemed to be the “Initial Holder” or have the power or authority
to exercise any of the rights granted to the Initial Holder.


 


(iv)                              Subject to the provisions of Section 14, this Warrant
and all rights hereunder are transferable upon surrender of this Warrant
certificate with a properly executed assignment (in the form of Exhibit B
hereto) at the principal executive office of the Company. The assignment of a
Warrant to a transferee hereof shall be deemed to be the acceptance by such transferee
of all of the rights and obligations of a “Holder” of this Warrant.


 


(h)                                 Waiver; Consent.  This Warrant may not be changed, amended,
terminated, augmented, rescinded or discharged (other than by performance), in
whole or in part, except by a writing executed by the parties hereto, and no
waiver of any of the provisions or conditions of this Warrant or any of the
rights of a party hereto shall be effective or binding unless such waiver shall
be in writing and signed by the party claimed to have given or consented
thereto.


 


[Remainder
of the Page is Intentionally Left Blank]


 


9

















 


IN
WITNESS WHEREOF, the parties hereto have executed this Warrant effective as of
the date set forth below.


 


	
  DATED: September 3,
  2009

  	
  COMPANY

  
	
   

  	
   

  
	
   

  	
  THE MACERICH COMPANY, a
  Maryland corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Richard A. Bayer,
  Senior Executive Vice President, Chief Legal Officer and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HOLDER

  
	
   

  	
   

  
	
   

  	
  [                                                                 ]

  



 


Signature Page to MAC – 2009 –
[     ]


 














 


EXHIBIT A


 


NOTICE OF EXERCISE


 


To:          The Macerich Company


 


[EXERCISE PURSUANT TO SECTION 2(a)][The
Holder hereby elects to purchase                           
Shares of the Company pursuant to the terms of the attached Warrant, and
tenders herewith payment of the Strike Price pursuant to the terms of the
Warrant.]


 


[NET ISSUE EXERCISE
PURSUANT TO SECTION 2(b)][The Holder hereby elects to surrender                           
of the Shares of the Company underlying the attached Warrant pursuant to the
terms of the attached Warrant, and hereby agrees to accept in exchange
therefor, at the election of the Company, either Shares or cash in the amount
calculated pursuant to the terms of the Warrant.]


 


Defined terms used herein
and not defined herein shall have the meaning ascribed to them in the Warrant.


 


Attached
as Exhibit A is an investment representation letter addressed to
the Company and executed by the Holder as required by Section 13 of the
Warrant.


 


Please
issue a new Warrant for the unexercised portion of the attached Warrant, if
any, in the name of the Holder.


 


 


	
  Dated:

  	
   

  	
   

  	
  HOLDER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [                                                          ]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


A-1

















 


Exhibit A


 


To:          The Macerich Company


 


In connection with the purchase by the Holder of                   
Shares of the Company, upon exercise of that certain Warrant dated as of September 3,
2009, the Holder hereby represents and warrants as follows:


 


The Holder is an “accredited investor” as that term
is defined in Rule 501 of Regulation D promulgated under the Act.  The Shares to be received by the Holder upon
exercise of the Warrant are being acquired for its own account, not as a
nominee or agent, and not with a view to resale (except to the extent exempt
from the registration requirements of the Act and the qualification
requirements of the relevant state securities laws) or distribution of any part
thereof, and the Holder has no present intention of selling, granting any participation
in, or otherwise distributing the same. 
The Holder believes it has received all the information it considers
necessary or appropriate for deciding whether to purchase the Shares.


 


The Holder understands that the Shares are
characterized as “restricted securities” under the federal securities laws
inasmuch as they are being acquired from the Company in transactions not
involving a public offering, and that under such laws and applicable
regulations such securities may be resold without registration under the Act,
only in certain limited circumstances. 
In this connection, the Holder represents and warrants that it is
familiar with Rule 144 of the Act, as presently in effect, and understands
the resale limitations imposed by Rule 144 and by the Act.


 


The Holder understands the instruments evidencing
the Shares may bear the following legend:


 


THE OFFER AND SALE OF THE SECURITIES EVIDENCED BY
THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “ACT”) OR QUALIFIED UNDER STATE SECURITIES LAWS, AND
THEREFORE SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED,
HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT AND EFFECTIVE QUALIFICATION THEREOF UNDER
APPLICABLE STATE SECURITIES LAWS, OR IF SUCH SALE, TRANSFER, ASSIGNMENT,
HYPOTHECATION OR OTHER TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF
THE ACT AND THE QUALIFICATION REQUIREMENTS OF THE RELEVANT STATE SECURITIES
LAWS.


 


Defined terms used herein and not defined herein
shall have the meaning ascribed to them in the Warrant.


 


 


	
  Dated:

  	
   

  	
   

  	
  HOLDER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [                                                            ]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


A-2

















 


EXHIBIT B


 


ASSIGNMENT FORM


 


FOR VALUE RECEIVED,                                                                                   
hereby sells, assigns and transfers all of the rights of the undersigned under
the attached Warrant with respect to the number of Shares of the Company
underlying the attached Warrant covered thereby and designated below, unto:


 


	
  Name
  of “Assignee”

  	
   

  	
  Address

  	
   

  	
  No. of Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


	
   

  	
  Dated:

  	
   

  
	
   

  	
   

  	
  Signature:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
  (if
  applicable)

  



 


Assignee
hereby agrees to be subject to and bound by all of the provisions of the
attached Warrant as the “Holder.” The Assignee understands and hereby
acknowledges that as a Holder of the Warrant the Assignee is not entitled to
those rights afforded solely to the Initial Holder of the Warrant. The Assignee makes the same
representations and warranties with respect to the acquisition of the Warrant
as the Holder is required to make upon the exercise of a Warrant and
acquisition of the Shares purchasable thereunder as set forth in the Form of
Investment Letter attached as Exhibit A to the Notice of Exercise, the
form of which is attached as Exhibit A to the attached Warrant.


 


 


	
   

  	
  Dated:

  	
   

  
	
   

  	
   

  	
  Signature:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
  (if
  applicable)

  



 


B-1