Unassociated Document


     

    Exhibit
10.3

     

    CONFIDENTIAL TREATMENT
REQUESTED

    WITH RESPECT TO CERTAIN
PORTIONS HEREOF

    DENOTED WITH
“***”

     

    
      
        	
                
                  ***CONFIDENTIAL
      TREATMENT REQUESTED***

                   

                  Note:  The
      portions hereof for which confidential treatment are being requested
      are

                

                
                  denoted
      with highlighted, bold and underlined
  language

                

              


      

    

     

    OPTION
PURCHASE AGREEMENT

     

    OPTION
PURCHASE AGREEMENT (this “Agreement”) made as of this 21st day of
October, 2009 between The Malibu Companies, LLC, a California limited liability
company (“Buyer”), and the signatory on the execution page hereof
(“Seller”).

     

    WHEREAS,
Prospect Acquisition Corp. (the “Company”), a Delaware corporation, was
organized for the purpose of acquiring, through a merger, capital stock
exchange, asset acquisition or other similar business combination, an operating
business (“Business Combination”); and

     

    WHEREAS,
the Company consummated an initial public offering in November, 2007 in
connection with which it raised gross proceeds of approximately $250 million, a
significant portion of which was placed in a trust account pending the
consummation of a Business Combination on or prior to November 20, 2009;
and

     

    WHEREAS,
pursuant to certain provisions in the Company’s Certificate of Incorporation, as
amended (the “Certificate of Incorporation”), a holder of Common Stock issued in
the Company’s initial public offering may, if it votes against the Business
Combination, demand that the Company redeem such Common Stock into cash
(“Redemption Rights”); and

     

    WHEREAS,
the Business Combination will not be consummated if the holders of more than 30%
of the Common Stock vote against the Business Combination and request Redemption
Rights; and

     

    WHEREAS,
Buyer has requested Seller, and Seller has agreed, to enter into this Agreement
with respect to the number of shares of common stock, par value $.0001 per share
(the “Common Stock”), of the Company set forth on the signature page hereof that
Seller beneficially owns (the “Shares”); and

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    CONFIDENTIAL TREATMENT
REQUESTED

    WITH RESPECT TO CERTAIN
PORTIONS HEREOF

    DENOTED WITH
“***”

     

    WHEREAS,
Buyer has agreed to purchase from Seller an option to purchase Seller’s Common
Stock at any time prior to the Termination (as defined hereinafter) of this
Agreement; and

     

    NOW,
THEREFORE, in consideration of the mutual covenants hereinafter set forth and
other good and valuable consideration, the sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:

     

    1.           Option.  Seller
hereby sells to Buyer and Buyer hereby purchases from Seller, concurrently with
the execution of this Agreement, at a price of ***
Share (the “Option Price”), an option (the “Purchase Option”) to purchase the
Shares from Seller at any time prior to the Termination of this
Agreement.  Within two (2) business days of this Agreement, Buyer
shall pay to the order of Seller, by wire transfer of immediately available
funds pursuant to the instructions set forth on Schedule 1 hereto,
the aggregate Option Price.

     

    2.           Purchase.  If
the Buyer exercises the Purchase Option in accordance with Section 5 then at the
Closing (as defined hereinafter), Seller shall sell to Buyer and Buyer shall
purchase from Seller, the Shares at a price (the “Purchase Price”) equal to that
certain pro rata portion of the Company’s trust account (the “Trust Amount”) due
its public stockholders as set forth in the Company’s final definitive proxy
statement filed with the U.S. Securities and Exchange Commission (the
“SEC”) in connection with the Business Combination plus $0.025 per
Share.

     

    3.           Agreement to Vote and Redeem prior to
Exercise of the Purchase Option.

     

    (a)           Vote Against;
Redemption.  In further consideration of the Option Price and
unless withdrawn and revoked pursuant to the terms of this Agreement, Seller
hereby agrees that within forty-eight (48) hours of voting becoming available to
holders of the Company’s common stock in connection with the proposals set forth
in the Company’s proxy statement(s), Seller will: (i) exercise its Redemption
Rights, (ii) vote the Shares against the Business Combination, and (iii) vote
the Shares against any amendment to the Certificate of Incorporation, each in
the manner set forth in the Company’s respective proxy statement(s) filed
with the SEC, as applicable and in a timely manner.

     

    (b)           Prior Votes.  If
Seller has already voted in connection with any such Business Combination or
amendment to the Certificate of Incorporation, Seller shall either (i) withdraw
and revoke its vote in favor of such Business Combination and amendment to the
Certificate of Incorporation with respect to the Shares or (ii) continue to vote
the Shares, against any Business Combination or amendment to the Certificate of
Incorporation; provided, further, that in all
applicable cases, Seller shall exercise, or continue to exercise, its Redemption
Rights in accordance with the proxy statement(s).

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    CONFIDENTIAL TREATMENT
REQUESTED

    WITH RESPECT TO CERTAIN
PORTIONS HEREOF

    DENOTED WITH
“***”

     

    (c)           Appointment of
Proxy.

     

    (i)           Subject
to the limitations of Section 3(c)(ii), Seller hereby appoints Kenneth J.
Abdalla as its true and lawful proxy and attorney-in-fact, with full power
of substitution, to vote all of the Shares in accordance with the terms of this
Agreement.  The proxy and power of attorney granted herein shall be
deemed to be coupled with an interest, shall be irrevocable, and shall survive
the death, disability, incompetency, bankruptcy, insolvency or dissolution of
Seller. Furthermore, Seller will, from time to time as requested by Buyer,
execute and deliver such further instruments, ancillary agreements or other
documents or take such other actions as may be necessary or advisable to give
effect to, confirm, evidence or effectuate the purposes of the proxy granted by
this Section 3(c).

     

    (ii)           This
Section 3(c) shall become effective only if: (i) Seller fails to vote the Shares
in accordance with this Agreement, and/or (ii) Buyer notifies Seller of its
intent to exercise the Purchase Option in accordance with Section 5 and payment
of the Aggregate Purchase Price is made to the Escrow Agent.

     

    (d)           Evidence of
Vote.  Seller shall provide further evidence of both (i) its
vote against any such Business Combination or amendments to the Certificate of
Incorporation, and (ii) its exercise of Redemption Rights, within one (1)
business day of any reasonable request by Buyer for such evidence.

     

    4.           Agreement to
Vote upon
Exercise of the Purchase Option.  Upon the exercise of the
Purchase Option and receipt by the mutually agreed upon escrow agent (the
“Escrow Agent”) of: (i) the Aggregate Purchase Price and (ii) a letter in
substantially the form of Exhibit B hereto:
Seller shall withdraw its exercise of Redemption Rights with respect to the
Shares and shall vote the Shares in favor of, or abstain from voting upon, the
proposals to be submitted (i) by written consent of the stockholders of Company,
or (ii) at the special (or annual) meeting, or adjournment thereof (the
“Meeting”), each as called for by the Company or the consenting stockholders to
vote upon (A) the Business Combination or (B) any amendment to the Certificate
of Incorporation, (1) Seller shall withdraw and revoke its exercise of
Redemption Rights, (2) shall vote in favor of, or abstain from voting upon, the
Business Combination and the other proposals set forth in the Proxy Statement
and/or any amendment to the Certificate of Incorporation, and (3) will execute
all necessary documents and take all actions required in furtherance of such
required action and revocation.  If, following the exercise of the
Purchase Option, Seller does not comply with the provisions of Section 4 as a
result of circumstances beyond the control of Seller; Buyer’s sole remedy shall
be the return of the Option Price paid for such subject Shares.

     

    5.           Exercise of Purchase
Option.  Buyer shall exercise the Purchase Option by delivering
to Seller written notice, by electronic mail, facsimile or otherwise, at the
address set forth in Section 21, containing (i) an acknowledgement of Buyer’s
intent to exercise the Purchase Option and (ii) whether Seller should vote the
Shares in favor of, against or abstain from voting upon, each proposal to be
presented at the Meeting or upon any such action by written
consent.  The exercisability of the Purchase Option shall terminate in
accordance with Section 11 hereof.

     

    
      
        
        

      

      
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    CONFIDENTIAL TREATMENT
REQUESTED

    WITH RESPECT TO CERTAIN
PORTIONS HEREOF

    DENOTED WITH
“***”

     

    6.           Closing
Matters.

     

    (a)           Closing.  If
Buyer exercises the Purchase Option, the closing of the purchase and sale of the
Shares (“Closing”) will occur simultaneously with the delivery of the Shares
pursuant to Section 6(b).

     

    (b)           Closing
Procedures.   As soon as reasonably practicable after the
exercise of the Purchase Option and the Escrow Agent’s confirmation of receipt
of the Aggregate Purchase Price and a letter substantially in the form of Exhibit B, Seller
shall deliver the Shares to Buyer electronically to an account specified by
Buyer.  Upon the settlement of the Shares, the Escrow Agent shall pay
to the order of Seller the aggregate Purchase Price by wire transfer of
immediately available funds to an account specified by Seller in accordance with
Exhibit
B.  It shall be a condition to the obligation of Buyer on the
one hand and Seller on the other hand, to consummate the transfer of the Shares
contemplated hereunder that the other party’s representations and warranties are
true and correct as of the Closing with the same effect as though made on such
date, unless waived in writing by the party to whom such representations and
warranties are made.

     

    7.           Non-Voting
Shares.  If the record date announced for the purposes of
voting at the Meeting precedes the settlement of the Shares, Seller shall,
within one (1) day of such announcement of the record date, inform Buyer as to
the number of Shares to which it does not hold Redemption Rights and/or the
rights to vote the Shares at the Meeting or upon any action by written consent
(any such Share, a “Non-Voting Share”).  Further, shall return, within
two (2) business days of such notice in accordance with this Section 7, without
demand or any other action on the part of Buyer, one-half (1/2) of the Option
Price with respect to such Non-Voting Shares.

     

    8.           Representations and
Warranties of the Seller.  Seller hereby represents and
warrants to Buyer on the date hereof and on the Closing that:

     

    (a)           Sophisticated
Seller.  Seller is sophisticated in financial matters and is
able to evaluate the risks and benefits attendant to the sale of Shares to
Buyer.

     

    (b)           Independent
Investigation.  Seller, in making the decision to sell the
Shares to Buyer, has not relied upon any oral or written representations or
assurances from Buyer or any of its officers, directors or employees or any
other representatives or agents of Buyer.  Seller has had access to
all of the filings made by the Company with the SEC, pursuant to the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) and the Securities Act of
1933, as amended (the “Securities Act”) in each case to the extent available
publicly via the SEC’s Electronic Data Gathering, Analysis and Retrieval
system.

     

    (c)           Authority.  This
Agreement has been validly authorized, executed and delivered by Seller and,
assuming the due authorization, execution and delivery thereof by Buyer, is a
valid and binding agreement enforceable in accordance with its terms, subject to
the general principles of equity and to bankruptcy or other laws affecting the
enforcement of creditors’ rights generally.  The execution, delivery
and performance of this Agreement by Seller does not and will not conflict with,
violate or cause a breach of, constitute a default under, or result in a
violation of (i) any agreement, contract or instrument to which Seller is a
party which would prevent Seller from performing its obligations hereunder or
(ii) any law, statute, rule or regulation to which Seller is
subject.

     

    
      
        
        

      

      
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    CONFIDENTIAL TREATMENT
REQUESTED

    WITH RESPECT TO CERTAIN
PORTIONS HEREOF

    DENOTED WITH
“***”

     

    (d)           No Legal Advice from
Buyer.   Seller acknowledges that it has had the
opportunity to review this Agreement and the transactions contemplated by this
Agreement with Seller’s own legal counsel and investment and tax
advisors.  Seller is not relying on any statements or representations
of Buyer or any of its representatives or agents for legal, tax or investment
advice with respect to this Agreement or the transactions contemplated by the
Agreement.

     

    (e)           Ownership of Shares; No
Proxy.  Seller is the legal and beneficial owner of the Shares,
except for 200,000 Shares purchased on October 20, 2009 Seller has held the
Shares for at least sixty (60) days and will transfer to Buyer at the Closing
good and marketable title to the Shares free and clear of any liens, claims,
security interests, options, charges or any other encumbrance
whatsoever.  Subject to Section 7, the Seller beneficially owned all
of the Shares as of the date of this Agreement and has the sole right to
exercise Redemption Rights and vote the Shares, whether at the Meeting or upon
action by written consent, with respect to all of the Shares. Except as
provided by this Agreement, Seller has not, directly or indirectly, granted any
proxies or entered into any voting trust or other agreement or arrangement with
respect to the voting, regardless of whether such vote would occur at the
Meeting or upon action by written consent, of any of the Shares.

     

    (f)           Cash
Account.  If the Shares are not currently held in a “cash
account,” Seller will transfer the Shares into a “cash account” as soon as
practicable following the execution of this Agreement; provided, however, in no event
shall such transfer occur more than two (2) business days from the execution of
this Agreement.

     

    (g)           Non-Transfer of Shares;
Number of Shares.  Except with respect to Section 8(f) or a
transfer to the Buyer or its assigns, the Shares which are subject to the
Purchase Option shall not be transferred, sold, assigned or borrowed in any
manner, whether by merger, consolidation or otherwise by the operation of law,
following the execution of this Agreement.

     

    (h)           Seller
Taxes.  Seller understands that Seller (and not the Buyer)
shall be responsible for any and all tax liabilities of Seller that may arise as
a result of the transactions contemplated by this Agreement.

     

    9.           Representations and
Warranties of Buyer.  Buyer hereby represents to the Seller
that:

     

    (a)           Sophisticated
Buyer.  Buyer is sophisticated in financial matters and is able
to evaluate the risks and benefits attendant to the purchase of Shares from
Seller.

     

    (b)           Independent
Investigation.  Buyer, in making the decision to (i) pay the
Option Price, (ii) exercise the Purchase Option and (iii) purchase the Shares
from Seller, has not relied upon any oral or written representations or
assurances from Seller or any of its officers, directors, partners or employees
or any other representatives or agents of Seller, other than the representations
and warranties set forth in this Agreement.

     

    
      
        
        

      

      
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    CONFIDENTIAL TREATMENT
REQUESTED

    WITH RESPECT TO CERTAIN
PORTIONS HEREOF

    DENOTED WITH
“***”

     

    (c)           Authority.  This
Agreement has been validly authorized, executed and delivered by Buyer and
assuming the due authorization, execution and delivery thereof by Seller, is a
valid and binding agreement enforceable in accordance with its terms, subject to
the general principles of equity and to bankruptcy or other laws affecting the
enforcement of creditors’ rights generally.  The execution, delivery
and performance of this Agreement by Buyer does not and will not conflict with,
violate or cause a breach of, constitute a default under, or result in a
violation of (i) any agreement, contract or instrument to which Buyer is a party
which would prevent Buyer from performing its obligations hereunder or (ii) any
law, statute, rule or regulation to which Buyer is subject.

     

    (d)           No Legal Advice from
Seller.  Buyer acknowledges that is has had the opportunity to
review this Agreement and the transactions contemplated by this Agreement with
Buyer’s own legal counsel and investment and tax advisors.  Buyer is
relying solely on such counsel and advisors and not on any statements or
representations of Seller or any of its representatives or agents for legal, tax
or investment advice with respect to this Agreement or the transactions
contemplated by this Agreement.

     

    10.           Covenants.

     

    (a)           Seller.  Seller
hereby covenants and agrees (i) except for 200,000 Shares purchased October 20,
2009, Seller has owned the Shares for at least sixty days, (ii) Seller has
provided instructions to its broker substantially in the form of Exhibit A, which
shall not allow the Shares to be borrowed by, or lent to, any other person or
entity whatsoever, (iii) that except pursuant to the terms of this Agreement,
Seller shall not, directly or indirectly, (A) grant any proxies or enter into
any voting trust or other agreement or arrangement with respect to the voting of
any of the Shares, regardless of whether such vote would occur at the Meeting or
upon action by written consent or (B) sell, assign, transfer, encumber or
otherwise dispose of, or enter into any contract, option or other arrangement or
understanding with respect to the direct or indirect assignment, transfer,
encumbrance or other disposition of, any of the Shares during the term of this
Agreement.  Seller shall not seek or solicit any such assignment,
transfer, encumbrance or other disposition or any such contract, option or other
arrangement or understanding and agrees to notify Buyer promptly, and to provide
all details requested by Buyer, if Seller shall be approached or solicited,
directly or indirectly, by any person with respect to any of the foregoing, (iv)
Seller shall comply with all filing obligations, if any, under the Securities
Act, and the Exchange Act with respect to the Purchase Option, exercise of the
Purchase Option, or any other transactions contemplated by this Agreement; provided, however, Seller shall
file for confidential treatment of this Agreement and provided, further, Seller shall
allow counsel to Buyer one (1) day to review any submissions to the SEC, (v)
Seller shall not share this Agreement or disclose any provisions of this
Agreement with any other person; provided, however, Seller may
disclose this Agreement to (a) its employees and  (b) its counsel,
each of whom Seller shall direct to keep this Agreement confidential and (vi)
upon being contacted by the Company or any of its affiliates, including, but not
limited to the Company’s investment bankers, attorneys or other representatives,
Seller may disclose to the Company that Seller no longer controls the vote with
respect to the Shares as a result of Seller entering into an option agreement
with respect to the Shares.

     

    
      
        
        

      

      
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        CONFIDENTIAL TREATMENT
REQUESTED

        WITH RESPECT TO CERTAIN
PORTIONS HEREOF

        DENOTED WITH
“***”

         

      

      (b)           Buyer.  Buyer
hereby covenants and agrees that Buyer shall comply with all filing obligations,
if any, under the Securities Act and the Exchange Act, with respect to the
Purchase Option, exercise of the Purchase Option, any subsequent ownership of
the Shares, or any other transactions contemplated by this
Agreement.

      


      11.           Termination.  Notwithstanding
any provision in this Agreement to the contrary, this Agreement shall become
null and void and of no further force and effect upon the earlier to occur: (i)
termination by the written agreement of the parties to this Agreement or (ii)
the day on which the Company liquidates its trust account.

       

      12.           Liquidated
Damages.  If Seller (i) terminates this Agreement for any
reason, or (ii) in any way breaches Section 3 of this Agreement, Buyer will be
entitled to a payment of ***,
with such payment to be paid to the Buyer by Seller within one (1) business day
after such termination or breach. Such payment shall be liquidated damages
to compensate the Buyer for the damages it shall have sustained as a result of
such breach, which the parties acknowledge are not capable of being definitively
determined and not as a penalty.  Nothing contained in this Section 12
shall serve to limit Buyer’s right to seek specific performance and other relief
under Section 16 of this Agreement.

       

      13.           13D
Filing.  Seller acknowledges and understands that by virtue of
this Purchase Option, or the exercise of such Purchase Option, Buyer may be
required to file a 13D with the U.S. Securities and Exchange Commission (the
“Filing”) and hereby consents to any such Filing reasonably required in the
opinion of Buyer and/or its counsel.  Seller further acknowledges and
understands that Buyer may be required, pursuant to the Exchange Act, to divulge
certain information of Seller, including, but not limited to, its name,
principals, Share position, Option Price, Purchase Price and may be required to
file this Agreement as an exhibit to any such Filing.

       

      14.           Counterparts;
Facsimile.  This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same
instrument.  This Agreement or any counterpart may be executed via
facsimile transmission, and any such executed facsimile copy shall be treated as
an original.

       

      15.           Governing
Law.  This Agreement shall for all purposes be deemed to be
made under and shall be construed in accordance with the laws of the State of
Delaware.  Each of the parties hereby agrees that any action,
proceeding or claim against it arising out of or relating in any way to this
Agreement shall, to the fullest extent applicable, be brought and enforced
first in the Delaware Chancery Court, then to such other court in the State of
Delaware as appropriate and irrevocably submits to such jurisdiction, which
jurisdiction shall be exclusive.  Each of the parties hereby waives
any objection to such exclusive jurisdiction and that such courts represent an
inconvenient forum.

       

    

    
      
        
        

      

      
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      CONFIDENTIAL TREATMENT
REQUESTED

      WITH RESPECT TO CERTAIN
PORTIONS HEREOF

      DENOTED WITH
“***”

       

    

    16.           Remedies
Cumulative.  Each of the parties hereto acknowledges and agrees
that, in the event of any breach of any covenant or agreement contained in this
Agreement by the other party, money damages may be inadequate with respect to
any such breach and the non-breaching party may have no adequate remedy at
law.  It is accordingly agreed that each of the parties hereto shall
be entitled, in addition to any other remedy to which they may be entitled at
law or in equity, to seek injunctive relief and/or to compel specific
performance to prevent breaches by the other party hereto of any covenant or
agreement of such other party contained in this Agreement. Accordingly,
Seller hereby agrees Buyer is entitled to an injunction prohibiting any conduct
by the Seller in violation of this Agreement and shall not seek the posting of
any bond in connection with such request for an injunction. Furthermore, in any
action to enforce this Agreement, Seller waives its right to assert any
counterclaims and its right to assert set-off as a defense.  Seller
agrees to pay all costs and expenses, including reasonable attorneys' and
experts' fees that Buyer may incur in connection with the enforcement of this
Agreement.

     

    17.           Severability.  If
any term, provision or covenant of this Agreement is held by a court of
competent jurisdiction or other authority to be invalid, void or unenforceable,
the remainder of the terms, provisions and covenants of this Agreement shall
remain in full force and effect and shall in no way be affected, impaired or
invalidated

     

    18.           Binding Effect;
Assignment and
Transfer.  This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective legal representatives,
successors and permitted assigns.  This Agreement shall not be
assigned or transferred by Seller.  Buyer may assign, transfer or sell
any of its rights under this Agreement at any time prior to the exercise of the
Purchase Option (collectively, a “Transfer”).  All rights and
obligations of the Buyer shall terminate upon any such Transfer and all such
rights and obligations shall be assumed by the transferee except that Buyer
shall be liable to Seller for any failure of such transferee to meet such
obligations; provided, however, Seller shall
first seek to enforce such obligations against the transferee.

     

    19.           Headings.  The
descriptive headings of the Sections hereof are inserted for convenience only
and do not constitute a part of this Agreement.

     

    20.           Entire Agreement; Changes in
Writing.  This Agreement constitutes the entire agreement among
the parties hereto and supersedes and cancels any prior agreements,
representations and warranties, whether oral or written, among the parties
hereto relating to the transaction contemplated hereby.  Neither this
Agreement not any provision hereof may be changed or amended orally, but only by
an agreement in writing signed by the other party hereto.

     

    21.           Notice.  All
notices, statements or other documents which are required or contemplated by
this Agreement shall be in writing and delivered personally or sent by first
class registered or certified mail, electronic mail, overnight courier service
or facsimile transmission to the address or fax number most recently provided to
such Person or such other address or fax number as may be designated in writing
by such Person.  Any notice or other communication so transmitted
shall be deemed to have been given on the day of delivery, if delivered
personally or if sent by electronic mail or facsimile transmission, one (1)
business day after delivery to an overnight courier service or five (5) days
after mailing if sent by mail.

     

    
      
         


      

      
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      CONFIDENTIAL TREATMENT
REQUESTED

      WITH RESPECT TO CERTAIN
PORTIONS HEREOF

      DENOTED WITH
“***”

    

     

    
      
        	
                Address
      for Notice:

              	 
      
	 
      	 
      
	
                The
      Malibu Companies, LLC

              	
                Bulldog
      Investors

              
	
                ADDRESS:

              	
                ADDRESS:

              
	
                15332
      Antioch Street #528

              	
                Park
      80 West – Plaza Two, Suite 750

              
	
                Pacific
      Palisades, CA 90272

              	
                Saddle
      Brook, NJ 07663

              
	 
      	 
      
	
                With
      a copy to:

              	 
      
	 
      	 
      
	
                Ellenoff
      Grossman & Schole, LLP

              	 
      
	
                150
      East 42nd
      Street, 11th
      Floor

              	 
      
	
                New
      York, NY 10017

              	 
      
	
                Attn:
      Douglas S. Ellenoff

              	 
      


      

    

     

    [Signature
Page Follows]
 

    
      
         


      

      
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    CONFIDENTIAL TREATMENT
REQUESTED

    WITH RESPECT TO CERTAIN
PORTIONS HEREOF

    DENOTED WITH
“***”


    IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set
forth on the first page of this Agreement.

     

    
      
        	 
      	
                THE
      MALIBU COMPANIES, LLC

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                  

              
	 
      	
                Name:
      Kenneth J. Abdalla

              
	 
      	
                Title:
      Managing Member

              
	 
      	 
      
	 
      	
                BULLDOG
      INVESTORS

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                  

              
	 
      	
                Name:

              
	 
      	
                Title:

              


      

    

    


    
      
        
          
            
              
                	
                        Option
      Price (per Share):

                      	 	 	***	 
	
                        Purchase
      Price (per Share)*:

                      	 	$	 	 
	
                        Number
      of Shares:

                      	 	 	200,000	 
	
                        Aggregate
      Option Price:

                      	 	 	***	 
	
                        Aggregate
      Purchase Price*:

                      	 	$	 	 


              

            

          

        

      

    

    


    * Only to
be completed in accordance with Section 2 in the event the Purchase Option is
exercised

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    
       

      Schedule
1

      CONFIDENTIAL
TREATMENT REQUESTED BY THE MALIBU COMPANIES, LLC;

      IRS
EMPLOYER IDENTIFICATION NUMBER 16-1741185

    

     

    WIRING
INSTRUCTIONS OF SELLER

    


    ***

     

    
      
        
           


        

        
          11

          
            

          

        

        
           


        

      

    

    
       

      Exhibit
A

      CONFIDENTIAL TREATMENT
REQUESTED

      WITH RESPECT TO CERTAIN
PORTIONS HEREOF

      DENOTED WITH
“***”

       

      [LETTERHEAD
OF SELLER]

    

    


    [INSERT
BROKER NAME]

    [INSERT
BROKER ADDRESS]

    [INSERT
ATTN: DETAILS]

    


    RE:
Account No. [INSERT ACCOUNT NUMBER]

    


    Gentlemen:

    


    [NAME OF SELLER] (“we” or the
“Company”) are writing in regards to the above referenced account number (the
“Account”) held by [INSERT NAME OF BROKER] (“you”).  With respect to
[NUMBER] of shares of the common stock of Prospect Acquisition Corp. (the
“Shares”) held in our Account, we hereby request that you do not, in any manner
whatsoever, lend, or allow to be borrowed, for any period of time whatsoever,
such Shares.

    


    
      
        	 
      	
                Very
      truly yours,

              
	 
      	 
      
	 
      	
                [SELLER]

              
	 
      	 
      
	 
      	
                By:

              	
                  

              
	 
      	
                Name:

              
	 
      	
                Title:

              


      

    

    


    Agreed to
and accepted:

    


    [BROKER]

    


    By:
____________________

    Name:

    Title:


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

     

    Exhibit
B

    CONFIDENTIAL TREATMENT
REQUESTED

    WITH RESPECT TO CERTAIN
PORTIONS HEREOF

    DENOTED WITH
“***”

     

    [LETTERHEAD
OF BUYER]

    


    [INSERT
ESCROW AGENT NAME]

    [INSERT
ESCROW AGENT ADDRESS]

    [INSERT
ATTN: DETAILS]

    


    RE:
Account No. [INSERT ACCOUNT NUMBER]

    


    Gentlemen:

    


    [NAME OF BUYER] (“we” or the “Company”)
are writing in regards to the above referenced account number held by [INSERT
NAME OF ESCROW AGENT] (“you”).  Pursuant to the terms of an Option
Purchase Agreement between the Company and [INSERT SELLER], the Company has
exercised its option to purchase [INSERT NUMBER] of shares (the “Shares”) of the
common stock of Prospect Acquisition Corp.  In consideration for the
electronic transfer of the Shares, [using the Depository Trust Company’s DWAC
(Deposit/Withdrawal at Custodian) System], to the Company’s specified account,
you are hereby irrevocably instructed to wire [AMOUNT] to [SELLER], in
accordance with the wiring instructions provided below.

    


    [INSERT
WIRE INSTRUCTIONS]


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

    
       

      Schedule
1

      CONFIDENTIAL TREATMENT
REQUESTED

      WITH RESPECT TO CERTAIN
PORTIONS HEREOF

      DENOTED WITH
“***”

       

    

    The
address for [SELLER] is [ADDRESS].  The contact person for [SELLER] is
[PERSON].  He can be reached at [NUMBER].

    


    Kindly acknowledge where indicated
below, your receipt and understanding of these instructions and return a copy to
Ellenoff Grossman & Schole LLP, attn: David E. Kutcher, Esq., facsimile
number (646)-895-7187.

    


    A facsimile signed and electronically
delivered copy of this letter shall be deemed an original.

    


    
      
        	 
      	
                Very
      truly yours,

              
	 
      	 
      
	 
      	
                [BUYER]

              
	 
      	 
      
	 
      	
                By:

              	
                  

              
	 
      	
                Name:

              
	 
      	
                Title:

              


      

    

    


    Acknowledged
and Agreed:

    


    [ESCROW
AGENT]

    


    
      
        	
                By:

              	
                  

              
	
                Name:

              
	
                Title:

              
	 
      	 
      
	
                [SELLER]

              
	 
      	 
      
	
                By:

              	
                  

              
	
                Name:

              
	
                Title:

              


      

    

     

    
      
         


      

      
        2