Exhibit
4.6


 


THE
MACERICH COMPANY


 


WARRANT TO
PURCHASE COMMON STOCK


 


MAC – 2009 – H1


 


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
good and valuable consideration, the receipt of which is hereby acknowledged,
Heitman M-rich Investors LLC, a Delaware limited liability company (the “Holder”),
is entitled to purchase, from time to time, from The Macerich Company, a
Maryland corporation (the “Company”), 935,375.75 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 935,357.75 Shares.


 


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


 


(c)           Concurrently
with the issuance of this Warrant, the Holder and/or its affiliates, and
affiliates of the Company, are entering into an Agreement of Limited
Partnership, dated as of September 30, 2009 (the “Partnership Agreement”).  The Partnership Agreement provides for the
beneficial ownership by the parties thereto of two shopping centers.  On the date of the issuance of this Warrant,
both shopping centers are encumbered by mortgages or deeds of trust securing
the following existing loans: (i) a loan in the original principal amount
of $178,000,000, made by Morgan Stanley Dean Witter Mortgage Capital Inc. to
Freemall Associates, LLC, on June 18, 2001 (the “Freemall Loan”)
and (ii) a loan in the original principal amount of $184,000,000, made by
German American Capital Corporation and Teachers Insurance and Annuity
Association of America to TWC Chandler LLC, on October 21, 2002 (the “Chandler
Loan”).  All purchase rights
represented by this Warrant shall terminate 30 days after the refinancing or
repayment of each of the Freemall Loan or the Chandler Loan (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.


 

















 


(d)           As
used herein, the “Strike Price” means $46.68, as such price may be
adjusted from time to time pursuant to the terms hereof.


 


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 may determine whether to deliver cash or Shares in exchange for
this Warrant, and the Company shall notify the Holder of its determination
within five (5) business days following receipt by the Company of the
Holder’s Notice of Exercise; provided, however, that in the event that the
Company determines to deliver cash in exchange for this Warrant, the Holder may
elect within one (1) business day to instead have the exercise of this
Warrant satisfied in Shares, which election shall be binding on the Holder and
the Company.  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, and the amount of cash or the number
of Shares to be delivered upon such exercise shall be determined in accordance
with this Section 2(b).


 


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.

  
					



 


(c)           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 Section 8(d) below) shall be
determined by the Company’s Board of Directors in good faith.  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 Section 8(d) below.


 


3.             Delivery of Certificates.  In the event the Holder exercises this
Warrant for Shares pursuant to Section 2(a), or pursuant to Section 2(b) 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. 
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) 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), 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.


 


5.             Charges, Taxes and Expenses.  The Company shall pay all taxes or other
incidental charges, if any, in connection with the transfer from the Company to
the Holder of the Shares purchased pursuant to the exercise hereof.


 

















 


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 shall be a legal holiday in the State of
California, then such action may be taken or such right may be exercised on the
next succeeding weekday which is not a legal holiday.


 


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 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 or reclassification that would have been
received by 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 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


 


(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.             Notice of Adjustments.  Whenever the Strike Price or number of Shares
purchasable hereunder shall be adjusted pursuant to Section 8 hereof, the
Company shall execute and deliver to the Holder 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, and shall cause a copy of such certificate to be mailed (by first
class mail, postage prepaid) to the Holder.


 


10.           Reservation of Common Shares.  The Company covenants that, during the term
this Warrant is exercisable, the Company will reserve from its unissued Shares
a sufficient number of Shares to provide for the issuance of Shares upon the
exercise of this Warrant.  The Company
further covenants that all Shares that may be issued upon the exercise of
rights represented by this Warrant and payment of the Strike Price, all as set
forth herein, will be duly authorized, validly issued, fully paid,
nonassessable, and free from all taxes, liens, and charges in respect of the
issue thereof.  The Company agrees that
the issuance of this Warrant shall constitute full authority to its officers
who are charged with the duty of executing certificates representing Shares to
execute and issue the necessary certificates upon the exercise of this Warrant.


 


11.           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.


 


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 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 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, 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:

  	
  Heitman M-rich Investors LLC

  
	
   

  	
  c/o Heitman LLC

  
	
   

  	
  191 Wacker Drive, Suite 2500

  
	
   

  	
  Chicago, Illinois 60606

  
	
   

  	
  Attention: David Perisho, Senior Vice President

  
	
   

  	
  Telecopy: 312-541-6789

  
	
   

  	
   

  
	
  With a Copy to:

  	
  Mayer Brown LLP

  
	
   

  	
  71 South Wacker Drive

  
	
   

  	
  Chicago, Illinois 60606

  
	
   

  	
  Attention: John W. Noell, Jr., Esq.

  
	
   

  	
  Telecopy: 312-701-7711

  
	
   

  	
   

  
	
  To the Company:

  	
  The Macerich Company

  
	
   

  	
  401 Wilshire Boulevard, Suite 700

  
	
   

  	
  Santa Monica, California 90401

  
	
   

  	
  Attention: Chief Legal Officer

  
	
   

  	
  Facsimile: (310) 394-7692

  
	
   

  	
   

  
	
  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.  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 Holder and its
successors. Holder may not assign 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.


 


(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 Holder
and the Company, and no waiver of any of the provisions or conditions of this
Warrant or any of the rights of the Holder or the Company 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]


 

















 


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


 


	
  DATED:
  September 30, 2009

  	
  COMPANY

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE
  MACERICH COMPANY, a Maryland corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Richard A. Bayer

  
	
   

  	
   

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

  
				



 


Signature
Page to MAC – 2009 – H1


 

















 


EXHIBIT A


 


NOTICE OF EXERCISE


 


To:          The Macerich Company


 


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. 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

  
	
   

  	
   

  
	
   

  	
  HEITMAN M-RICH INVESTORS LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 

















 


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       ,
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 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 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 WARRANT 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, OR PROVIDED THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION 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

  
	
   

  	
   

  
	
   

  	
  HEITMAN M-RICH INVESTORS LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title: