FORM OF FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF DLC REALTY, L.P. a Delaware limited partnershipLimited Partnership Agreement • April 12th, 2010 • DLC Realty Trust, Inc. • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF DLC REALTY, L.P., dated as of , 2010 is entered into by and among DLC Realty Trust, Inc., a Maryland corporation (the “General Partner”), and the limited partners listed on Exhibit A hereto (each a “Limited Partner”).
FORM OF TAX PROTECTION AGREEMENTTax Protection Agreement • April 12th, 2010 • DLC Realty Trust, Inc. • Delaware
THIS TAX PROTECTION AGREEMENT (this “Agreement”) is made and entered into as of , 2010 by and among DLC Realty Trust Inc., a Maryland corporation (the “REIT”), DLC Realty, L.P., a Delaware limited partnership (the “Partnership”), Adam Ifshin and Stephen Ifshin (each a “Protected Partner,” and collectively the “Protected Partners”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 12th, 2010 • DLC Realty Trust, Inc. • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of , 2010, is made and entered into by and between DLC Realty Trust, Inc., a Maryland corporation (the “Company”), and certain persons listed on Schedule 1 hereto.
REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENTRepresentation, Warranty and Indemnity Agreement • April 12th, 2010 • DLC Realty Trust, Inc. • Maryland
This REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENT is made and entered into as of April , 2010 (this “Agreement”) and is effective as of the Closing Date (as defined below), by and among DLC Realty Trust, Inc., a Maryland corporation (the “Company”), which intends to qualify as a real estate investment trust (a “REIT”) for U.S. federal income tax purposes, and DLC Realty, L.P., a Delaware limited partnership and subsidiary of the Company (“DLC OP,” and collectively with the Company, the “Consolidated Entities”) on the one hand, and Messrs. Adam Ifshin and Stephen Ifshin on the other hand (such individuals collectively, the “Principals”).
FORM OF TAX PROTECTION AGREEMENTTax Protection Agreement • April 12th, 2010 • DLC Realty Trust, Inc. • Delaware
THIS TAX PROTECTION AGREEMENT (this “Agreement”) is made and entered into as of , 2010 by and among DLC Realty Trust Inc., a Maryland corporation (the “REIT”), DLC Realty, L.P., a Delaware limited partnership (the “Partnership”), and each of the persons set forth on Schedule 2.1 hereof (each a “Protected Partner,” and collectively the “Protected Partners”).
IRREVOCABLE EXCHANGE AND SUBSCRIPTION AGREEMENTIrrevocable Exchange and Subscription Agreement • April 12th, 2010 • DLC Realty Trust, Inc. • Maryland
This Irrevocable Exchange and Subscription Agreement is made and entered into as of April , 2010 (this “Agreement”), by and among DLC Realty Trust, Inc., a Maryland corporation (the “Company”), which intends to qualify as a real estate investment trust (a “REIT”) for federal income tax purposes, DLC Realty, L.P., a Delaware limited partnership (“DLC OP”), Mr. Adam Ifshin, Mr. Stephen Ifshin (together, the “Principals”) and the members and limited partners of the Existing Entities (as defined below) set forth on the signature page hereto (each such member and limited partner an “Existing Member” and, collectively, the “Existing Members”). The Existing Members and the Principals are herein collectively referred to as the “Exchanging Members.” Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to them in the Confidential Offering Memorandum, as defined below.
