Irrevocable Exchange and Subscription Agreement Sample Contracts

AMENDED AND RESTATED IRREVOCABLE EXCHANGE AND SUBSCRIPTION AGREEMENT — KATONAH DEBT ADVISORS
Irrevocable Exchange and Subscription Agreement • November 20th, 2006 • Kohlberg Capital, LLC • New York

THIS AMENDED AND RESTATED IRREVOCABLE EXCHANGE AND SUBSCRIPTION AGREEMENT – KATONAH DEBT ADVISORS (this “Agreement”) is entered into effective as of August 17, 2006 (the “Effective Date”) by and among Kohlberg Capital, LLC, a Delaware limited liability company (the “Company”), KAT Associates, LLC, a Delaware limited liability company (“KAT Associates”), and James A. Kohlberg (“Kohlberg” and, together with KAT Associates, each an “Exchanging Member” and together the “Exchanging Members”).

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IRREVOCABLE EXCHANGE AND SUBSCRIPTION AGREEMENT
Irrevocable 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.

IRREVOCABLE EXCHANGE AND SUBSCRIPTION AGREEMENT — CDO SECURITIES
Irrevocable Exchange and Subscription Agreement • October 6th, 2006 • Kohlberg Capital, LLC • New York

THIS IRREVOCABLE EXCHANGE AND SUBSCRIPTION AGREEMENT – CDO SECURITIES (this “Agreement”) is entered into as of August 17, 2006 (the “Effective Date”) by and among Kohlberg Capital, LLC, a Delaware limited liability company (the “Company”), KKAT Acquisition Company III, LLC, a Delaware limited liability company (“KAT III”), KKAT Acquisition Company IV, LLC, a Delaware limited liability company (“KAT IV”), KKAT Acquisition Company V, LLC, a Delaware limited liability company (“KAT V”), KKAT Acquisition Company VII, LLC, a Delaware limited liability company (“KAT VII”) and KKAT Acquisition Company VIII, LLC, a Delaware limited liability company (“KAT VIII” and, together with KKAT III, KKAT IV, KKAT V and KKAT VII, each an “Exchanging Holder” and together the “Exchanging Holder”).

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