Exhibit
4.4


 


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”), 935,358 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 935,358
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: