EXCHANGE AGREEMENT
This Exchange Agreement (this "Agreement"), dated as of December 28, 2001, is by
and between DVL, Inc., a Delaware corporation (the "Company"), and Blackacre
Bridge Capital, L.L.C., a New York limited liability company (the "Exchanging
Holder").
WHEREAS:
A. The Company has outstanding approximately $3,521,000 aggregate
principal amount of 10% Redeemable Notes due 2005 (the "Notes").
B. The Exchanging Holder is the holder of $1,188,278 aggregate principal
amount of the Notes, which amount includes accrued interest through
December 31, 2001.
C. The Exchanging Holder and the Company have indicated their mutual
desire to exchange the Notes owned by the Exchanging Holder (the
"Exchange Notes") for Common Stock to be issued by the Company and,
after negotiation between such parties, such parties have agreed to
effect such exchange on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in receipt of valid consideration therefor, the parties hereto
agree as follows:
ARTICLE ONE: AGREEMENT TO EXCHANGE NOTES
1.1 EXCHANGE OF SECURITIES.
(a) On the terms and subject to the conditions set forth herein,
concurrent with the execution of this Agreement, the
Exchanging Holder agrees to transfer to the Company all of its
right, title and interest in and to the Exchange Notes,
including all accrued and unpaid interest thereon, in exchange
for 4,753,113 shares of the Common Stock, par value $.01 per
share, of the Company (the "Exchange Shares").
(b) The number of Exchange Shares to be exchanged pursuant to this
Agreement for the Exchange Notes exchanged hereby (including
all accrued and unpaid interest thereon) has been negotiated
between the Company and the Exchanging Holder, it being
acknowledged and agreed that upon surrender by the Exchanging
Holder of the Exchange Notes for conversion and delivery by
the Company of the Exchange Shares, the Exchanging Holder
shall cease to have any further claim against the Company in
respect of the Exchange Notes or any accrued interest thereon.
1.2 CLOSING. The completion of the transactions contemplated by this
Agreement (the "Closing") shall take place on the date hereof (the
"Effective Date"), as follows. The Exchanging Holder shall deliver or
cause to be delivered to the Company the original executed copies of
the Exchange Notes to be exchanged hereunder duly endorsed for transfer
or otherwise in such a manner as shall be acceptable to the Company and
effective to convey all right, title and interest, free and clear of
any liens, encumbrances, pledges, or security interests in and to the
Exchange Notes to be surrendered by it to the
Company. The Company shall deliver to the Exchanging Holder (or its
designee) the Exchange Shares, duly issued, fully paid and
non-assessable, represented by a stock certificate registered in the
name of the Exchanging Holder or its designee.
ARTICLE TWO: REPRESENTATIONS AND WARRANTIES
2.1 MUTUAL REPRESENTATIONS AND WARRANTIES. Each party hereto hereby
represents and warrants to the other party that the transactions
contemplated hereby will not violate (i) its charter, articles or
certificate of incorporation or bylaws (or other organizational
documents), if applicable, or any agreement, indenture or other
instrument to which it is a party, (ii) any judgment, decree, order or
award or any court, governmental body or arbitrator to which it is
subject or (iii) any law, rule or regulation applicable to it. Each
party hereto hereby represents and warrants to the other party that (i)
it has full legal right, power and authority to execute, deliver and
perform this Agreement and the transaction contemplated hereby, (ii)
the execution, delivery and performance by it of this Agreement and the
consummation by it of the transaction contemplated by this Agreement
have been duly authorized by all necessary corporate or other action,
as the case may be, and no other proceedings on the part of it are
necessary to authorize this Agreement or to consummate the transaction
contemplated hereby, and (iii) this Agreement has been duly and validly
executed and delivered by such party and constitutes a valid and
binding obligation of such party, enforceable against it in accordance
with its terms. In addition, each party hereto hereby represents and
warrants to the other party that no commission or remuneration has been
paid or given directly or indirectly for soliciting the exchange
contemplated under this Agreement.
2.2 REPRESENTATIONS AND WARRANTIES OF THE EXCHANGING HOLDER. The Exchanging
Holder hereby represents and warrants to the Company that (i) the
Exchanging Holder is the sole legal and beneficial owner of the
Exchange Notes to be surrendered hereunder; and (ii) upon the closing,
the Company will acquire the Exchange Notes to be surrendered by the
Exchanging Holder free and clear of any liens, encumbrances, pledges,
security interests or other restrictions or claims of third parties,
other than any of the foregoing created by the Company.
2.3 REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby
represents and warrants to the Exchanging Holder that (i) upon issuance
in accordance with the terms of this Agreement, the Exchange Shares to
be issued by it pursuant hereto will be duly and validly authorized and
issued, fully paid and non-assessable, (ii) the Exchanging Holder (or
its designee) will acquire such Exchange Shares free and clear of any
liens, encumbrances, pledges, security interest or other restrictions
or claims of third parties, other than any of the foregoing created by
the Exchanging Holder (or its designee) and (iii) as of the date
hereof, the authorized capital stock of the Company consists of
90,000,000 shares of Common Stock, par value $.01 per share (the
"Common Stock") of which 16,560,450 shares are outstanding (excluding
the Exchange Shares), and 90,630,355 shares are reserved for future
issuance upon exercise of currently outstanding options, warrants and
convertible securities (assuming (i) the redemption for Common Stock of
the Company's outstanding Notes (other than the Exchange Notes) based
upon the current market price of the Common Stock, and (ii) the
exercise of warrants to
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purchase an aggregate of up to 49% of the outstanding Common Stock on a
fully diluted basis issued in connection with the Amended and Restated
Loan Agreement, dated as of March 27, 1996 between the Company and NPM
Capital LLC), and 100 shares of Class A Preferred Stock, par value
$10.00 per share, of which 100 shares are outstanding, and 5,000,000
shares of Preferred Stock, par value $.01 per share, none of which are
outstanding.
2.4 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations,
warranties and agreements of each party hereto shall survive the
Closing.
ARTICLE THREE: RESTRICTIONS ON TRANSFERABILITY
3.1 RESTRICTIONS ON TRANSFERABILITY. The Exchange Shares will be
"Restricted Securities" and shall not be sold, assigned, transferred or
pledged except upon the conditions specified in this Article Three,
which conditions are intended to ensure compliance with the provisions
of the Securities Act of 1933, as amended (the "Securities Act"), to
preserve certain of the Company's tax attributes, and to grant to the
Company a right of first offer with respect to future transfers of the
Exchange Shares by the Exchanging Holder (or its designee). Any sale,
assignment, transfer, pledge, hypothecation or other encumbrance or
disposition of Exchange Shares not made in conformance with this
Agreement shall be null and void, shall not be recorded on the books of
the Company and shall not be recognized by the Company.
3.2 RESTRICTIVE LEGENDS. Each certificate representing the Exchange Shares
or any other securities issued in respect of the Exchange Shares upon
any stock split, stock dividend, recapitalization, merger,
consolidation, or similar event, shall (unless otherwise permitted by
the provisions of Rule 144 under the Securities Act) be stamped or
otherwise imprinted with legends in the following form (in addition to
any legend required under applicable state securities laws):
"THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED
FOR INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY
STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE
SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN
EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE
STATE SECURITIES LAWS."
"EACH OF THE CERTIFICATE OF INCORPORATION (THE
"CERTIFICATE") AND THE BY-LAWS (THE "BY-LAWS") OF THE
CORPORATION CONTAINS RESTRICTIONS PROHIBITING THE
SALE, TRANSFER, DISPOSITION, PURCHASE OR ACQUISITION
OF ANY CAPITAL STOCK UNTIL SEPTEMBER 30, 2009,
WITHOUT THE AUTHORIZATION OF THE BOARD OF DIRECTORS
OF THE CORPORATION (THE "BOARD OF DIRECTORS"), BY OR
TO ANY HOLDER (A) WHO BENEFICIALLY OWNS DIRECTLY OR
THROUGH ATTRIBUTION (AS GENERALLY
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DETERMINED UNDER SECTION 382 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE")) FIVE PERCENT
OR MORE OF THE VALUE OF THE THEN ISSUED AND
OUTSTANDING SHARES OF CAPITAL STOCK OF THE
CORPORATION OR (B) WHO, UPON THE SALE, TRANSFER,
DISPOSITION, PURCHASE OR ACQUISITION OF ANY CAPITAL
STOCK OF THE CORPORATION WOULD BENEFICIALLY OWN
DIRECTLY OR THROUGH ATTRIBUTION (AS GENERALLY
DETERMINED UNDER SECTION 382 OF THE CODE) FIVE
PERCENT OR MORE OF THE VALUE OF THE THEN ISSUED AND
OUTSTANDING CAPITAL STOCK OF THE CORPORATION, IF THAT
SALE, TRANSFER, DISPOSITION, PURCHASE OR ACQUISITION
WOULD, IN THE SOLE DISCRETION AND JUDGMENT OF THE
BOARD OF DIRECTORS, JEOPARDIZE THE CORPORATION'S
PRESERVATION OF ITS FEDERAL INCOME TAX ATTRIBUTES
PURSUANT TO SECTION 382 OF THE CODE. THE CORPORATION
WILL FURNISH WITHOUT CHARGE TO THE HOLDER OF RECORD
OF THIS CERTIFICATE A COPY OF THE CERTIFICATE AND/OR
BY-LAWS, CONTAINING THE ABOVE-REFERENCED RESTRICTIONS
ON TRANSFER OF STOCK, UPON WRITTEN REQUEST TO THE
CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS."
In addition, each certificate issued to the Exchanging Holder
(or its designee) representing the Exchange Shares or any other
securities issued in respect of the Exchange Shares upon any stock
split, stock dividend, recapitalization, merger, consolidation, or
similar event, shall be stamped or otherwise imprinted with the
following legend:
"THE SALE, PLEDGE, HYPOTHECATION, ASSIGNMENT OR
TRANSFER OF THE SECURITIES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS,
INCLUDING RESTRICTIONS THEREON, CONTAINED IN A
CERTAIN EXCHANGE AGREEMENT BY AND BETWEEN THE
CORPORATION AND BLACKACRE BRIDGE CAPITAL, L.L.C.
COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN
REQUEST TO THE SECRETARY OF THE CORPORATION."
Each holder of Exchange Securities consents to the Company
making a notation on its records and giving instructions to any
transfer agent of the Common Stock in order to implement the
restrictions on transfer established in this Article Three.
3.3 COMPLIANCE WITH SECURITIES LAWS. The holder of each certificate
representing Restricted Securities by acceptance thereof agrees to
comply in all respects with the provisions of this Section 3.3 as well
as the restrictions referred to in the second restrictive legend set
forth in Section 3.2 above. Prior to any proposed sale, assignment,
transfer or pledge of any Restricted Securities unless there is in
effect a registration statement under the Securities Act covering the
proposed transfer, the holder thereof shall give written notice
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to the Company of such holder's intention to effect such transfer,
sale, assignment or pledge, unless the Company has engaged a transfer
agent to administer transfers of its capital stock, in which case, the
procedures of such transfer agent shall be followed. Each such notice
shall describe the manner and circumstances of the proposed transfer,
sale, assignment or pledge in reasonable detail, and, if reasonably
requested by the transfer agent or the Company shall be accompanied, at
such holder's expense, by either (i) a written opinion of legal counsel
(which could be Company counsel or counsel to the transferor), who
shall be, and whose legal opinion shall be, reasonably satisfactory to
the Company, addressed to the Company, to the effect that the proposed
transfer of the Restricted Securities may be effected without
registration under the Securities Act or any applicable states
securities laws or (ii) a "no action" letter from the Commission to the
effect that the transfer of such securities without registration will
not result in a recommendation by the staff of the Commission that
action be taken with respect thereto, whereupon the holder of such
Restricted Securities shall be entitled to transfer such Restricted
Securities in accordance with the terms of the notice delivered by the
holder to the Company. Each certificate evidencing Restricted
Securities transferred as above provided shall bear, except if such
transfer is made pursuant to Rule 144, the first restrictive legend set
forth in Section 3.2 above, except that such certificate shall not bear
such restrictive legend if in the opinion of counsel for such holder
and the Company such legend is not required in order to establish
compliance with any provision of the Securities Act.
3.4 OTHER RESTRICTIONS.
(a) CERTAIN TRANSFERS PROHIBITED. In addition to the restrictions
imposed upon the Exchanging Holder (or its designee) pursuant
to the restrictions referred to in the second restrictive
legend set forth in Section 3.2 above (the "Charter
Restrictions"), the Exchanging Holder (or its designee) shall
not sell, transfer or dispose, or purchase or acquire in any
manner whatsoever, whether voluntarily or involuntarily, by
operation of law or otherwise (any such sale, transfer,
disposition, purchase, acquisition or contract being a
"Transfer"), any shares of capital stock of the Company or any
option, warrant or other right to purchase or acquire capital
stock of the Company or any securities convertible into or
exchangeable for capital stock of the Company without the
express written consent of the Board of Directors of the
Company, which the Board may withhold only if such Transfer
would, in the sole discretion and judgment of the Board of
Directors, (i) in the case of a Transfer which would occur on
or prior to December 31, 2005, jeopardize the Company's
preservation of its Federal income tax attributes pursuant to
Section 382 of the Internal Revenue Code of 1986, as amended
(the "Code"), or (ii) in the case of a Transfer which would
occur after December 31, 2005, be materially adverse to the
interests of the Company (it being agreed that a proposed sale
or other disposition of Common Stock at a premium to market or
other similar transaction shall not in and of itself be deemed
materially adverse to the interests of the Company).
(b) REQUEST PROCEDURE. In order to provide for the effective
policing of the Charter Restrictions and the restrictions on
Transfer pursuant to Section 3.4(a), if the
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Exchanging Holder (or its designee) proposes to Transfer
shares of capital stock of the Company, it shall, prior to the
date of the proposed Transfer, request in writing (a
"Request") that the Board of Directors of the Corporation
review the proposed Transfer and authorize or not authorize
the proposed Transfer pursuant to the Charter Restrictions and
the restrictions on Transfer pursuant to Section 3.4(a). A
Request shall be mailed or delivered to the Chief Financial
Officer of the Company at the Company's principal place of
business or telecopied to the Company's telecopier number at
its principal place of business. A Request shall be deemed to
have been delivered when actually received by the Company. A
Request shall include (i) the name, address and telephone
number of the Exchanging Holder (or its designee), (ii) a
description of the shares of capital stock proposed to be
Transferred by or to the Exchanging Holder (or its designee),
(iii) the date on which the proposed Transfer is expected to
take place, (iv) the name of the proposed transferor and
transferee of the capital stock to be Transferred by or to the
Exchanging Holder (or its designee), and (v) a Request that
the Board of Directors authorize, if appropriate, the Transfer
pursuant to the Charter Restrictions and the restrictions on
Transfer pursuant to Section 3.4(a) and inform the Exchanging
Holder (or its designee) of its determination regarding the
proposed Transfer. If the Exchanging Holder (or its designee)
seeks to sell or dispose of shares of capital stock, then,
within five business days of receipt by the President of a
Request, a meeting of the Board of Directors shall be held to
determine whether to authorize the proposed Transfer described
in the Request under the Charter Restrictions and the
restrictions on Transfer pursuant to Section 3.4(a). If the
Exchanging Holder (or its designee) seeks to purchase or
acquire shares of capital stock, at the next regularly
scheduled meeting of the Board of Directors following the
fifth business day after receipt by the President of a
Request, the Board of Directors will meet to determine whether
to authorize the proposed Transfer described in the Request
pursuant to the Charter Restrictions and the restrictions on
Transfer pursuant to Section 3.4(a).
(c) AUTHORIZATION OF TRANSFERS. The Board of Directors shall
conclusively determine whether to authorize the proposed
Transfer, in its sole discretion and judgment, within five
business days of receipt by the President of a Request and
shall immediately cause the Exchanging Holder (or its
designee) to be informed of such determination. The Board of
Directors shall authorize a Transfer by the Exchanging Holder
(or its designee), or to the Exchanging Holder (or its
designee), if, in its sole discretion and judgment it
determines that the Transfer will not (i) in the case of a
Transfer which would occur on or prior to December 31, 2005,
jeopardize the Company's preservation of its Federal income
tax attrubutes pursuant to Section 382 of the Code, or (ii) in
the case of a Transfer which would occur after December 31,
2005, be materially adverse to the interests of the Company
(it being agreed that a proposed sale or other disposition of
Common Stock at a premium to market or other similar
transaction shall not in and of itself be deemed materially
adverse to the interests of the Company).
3.5 CERTAIN PUT RIGHTS. In the event that, at any time after December 31,
2005, the Exchanging Holder (or its designee) is prevented from
disposing of any of the Exchange
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Shares or any other shares of capital stock of the Company as a result
of the Board of Director's determination (an "Adverse Determination"),
then the Exchanging Holder (or its designee) shall have the right,
beginning after December 31, 2005, to sell to the Company, and the
Company shall be obligated to purchase from the Exchanging Holder (or
its designee), up to the number of shares of Common Stock (or other
shares of capital stock of the Company) which, when added to all prior
sales of shares of Common Stock (or other shares of capital stock of
the Company) to the Company pursuant to this Section 3.5, would have an
aggregate market value of not more than $1,000,000. Such aggregate
market value in each such sale shall be calculated based upon a sale
price per share of Common Stock equal to the average of the closing bid
and asked prices of the Company's Common Stock on the OTC bulletin
board over the 15 consecutive trading days ending immediately prior to
the date on which the Board of Directors makes an Adverse Determination
with respect to such shares. The Exchanging Holder (or its designee)
shall exercise this put right by means of delivering written notice
(the "Put Notice") to the Company within 15 days after the delivery of
such Adverse Determination, and if not so exercised such put right
shall lapse with respect to such Adverse Determination. In the event
the Exchanging Holder exercises this put right in accordance with the
terms of this Section 3.5, the full purchase price for the shares of
Common Stock (or other capital stock as to which the put right has been
exercised) with respect to such exercise of the put right shall be
payable by the Company as follows: (i) 12.5% of the purchase price
shall be payable in cash; and (ii) 87.5% of the purchase price shall be
payable in the form of a promissory note (a "Note") executed by the
Company in favor of the Exchanging Holder (or its designee). The Note
shall bear interest at the rate of 10% per annum, with interest payable
quarterly, and the principal thereof shall be payable in eight equal
quarterly installments, with both interest and principal payments
payable on the last day of each fiscal quarter of the Company. The Note
may be prepaid in whole or in part at any time without penalty or
premium together with all accrued interest with respect to the portion
of the principal balance so prepaid. The closing of any sale of shares
of Common Stock (or other capital stock as to which the put right has
been exercised), with respect to such exercise of the put right shall
be on the fifth business day following delivery by the Exchanging
Holder (or its designee) of the Put Notice to the Company. In
connection with each closing the Exchanging Holder (or its designee)
shall deliver such stock certificates representing all of the shares
with respect to such exercise of the put right duly endorsed for
transfer and other documents and take such other actions as may
reasonably be requested by the Company, and the Company shall deliver
by wire transfer or certified or bank check the cash portion of the
purchase price and execute and deliver a Note for the balance of the
purchase price with respect to such exercise of the put right.
3.6 RIGHT OF FIRST OFFER.
(a) TRANSFER NOTICE. If at any time the Exchanging Holder (or its
designee) proposes to Transfer, in any transaction or series
of related transactions, 500,000 or more Exchange Shares, then
the Exchanging Holder shall give the Company written notice of
the Exchanging Holder's intention to make such Transfer (the
"Offer Notice"), which notice shall specify the number of
shares proposed to be transferred.
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(b) COMPANY'S OPTION. The Company shall have an option for a
period of five (5) business days from receipt of the Offer
Notice to offer to purchase the Exchange Shares. If the
Exchanging Holder (or its designee) wishes to accept such
offer, it shall so specify within a period of five (5)
business days from receipt of the Company's offer. If the
Exchanging Holder (or its designee) accepts such offer, then
payment for the Offered Shares shall be by check or wire
transfer, against delivery of the Offered Shares to be
purchased at a place agreed upon between the parties and at
the time of the scheduled closing therefor, which shall be no
later than five (5) business days after the Exchanging Holder
(or its designee) accepts the Company's offer.
(c) NON-EXERCISE OF RIGHTS. To the extent that the Company has not
exercised its right of first offer within the time periods
specified in this Agreement or the Exchanging Holder (or its
designee) has not accepted the Company's offer, the Exchanging
Holder (or its designee) shall have a period of ninety (90)
days from the delivery of the Offer Notice in which to sell
the Offered Shares to one or more unrelated third parties;
and, in the event the Exchanging Holder has not accepted the
Company's offer, the sale of such Offered Shares shall be upon
terms and conditions (including the purchase price) no more
favorable to the third-party transferee(s) than those offered
by the Company. In the event the Exchanging Holder (or its
designee) does not consummate the sale or disposition of the
Offered Shares within the ninety (90) day period from the
delivery of the Offer Notice, the Company's right of first
offer shall continue to be applicable to any subsequent
disposition of the Offered Shares by the Exchanging Holder
until such rights lapse in accordance with the terms of this
Agreement.
ARTICLE FOUR: MISCELLANEOUS
4.1 NOTICES. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed given if delivered
personally or by facsimile transmission or two days after being mailed
by certified or registered mail, postage prepaid, return receipt
requested, to the parties, their successors in interest or their
assignees at the following addresses, or at such other addresses as the
parties may designate by written notice in the manner aforesaid:
If to the Exchanging Holder Blackacre Bridge Capital L.L.C.
(or its designee): 000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxx Xxxxxx
Facsimile:
with a copy to: Xxxxxxx Xxxx & Xxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx X. Xxxxxxxxxx
Facsimile: (000) 000-0000
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If to the Company: DVL, Inc.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Chief Financial Officer
Facsimile: (000) 000-0000
with a copy to: Rosenman & Colin LLP
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxx
Facsimile: (000) 000-0000
4.2 ASSIGNABILITY AND PARTIES IN INTEREST. This Agreement shall not be
assignable by any of the parties hereto without the consent of the
other party hereto. This Agreement shall inure to the benefit of and be
binding upon the parties and their respective permitted successors and
assigns.
4.3 GOVERNING LAW. This Agreement shall be governed by and construed and
enforced in accordance with the internal substantive law, and not the
law pertaining to conflicts or choice of law, of the State of New York.
4.4 COUNTERPARTS. This Agreement may be executed in several counterparts,
each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.
4.5 COMPLETE AGREEMENT. This Agreement is an integrated agreement
containing the entire agreement between the parties hereto with respect
to the subject matter hereof and shall supersede all previous, and all
contemporaneous oral or written negotiations, commitments or
understandings.
4.6 MODIFICATIONS, AMENDMENTS AND WAIVERS. This agreement may be modified,
amended or otherwise supplemented only by a writing signed by the party
against whom it is sought to be enforced. No waiver of any right or
power hereunder shall be deemed effective unless and until a writing
waiving such right or power is executed by the party waiving such right
or power.
4.7 NO THIRD PARTY BENEFICIARIES. There are no third party beneficiaries
under this Agreement or intended by any party hereto.
4.8 EXPENSES. Each party hereto shall bear its own costs and expenses,
including, without limitation, attorneys' fees, incurred in connection
with this Agreement and the consummation of the transactions
contemplated hereby.
4.9 TERMINATION. This Agreement shall terminate upon the dissolution of the
Company or the written agreement of the parties hereto.
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IN WITNESS WHEREOF, the parties have executed this Exchange Agreement
as of the date first written above.
DVL, INC.
By:
-----------------------------------------
Name:
Title:
BLACKACRE BRIDGE CAPITAL, L.L.C.
By:
-----------------------------------------
Name:
Title:
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