Exhibit 10.2



 Exhibit 10.2 
 EXCHANGE AGREEMENT 
 among 
 JER INVESTORS TRUST INC. 
 and 
 EJF DISTRESSED MASTER FUND II, LP 
 Dated as of May 29, 2009 







 EXCHANGE AGREEMENT 
 THIS EXCHANGE AGREEMENT, dated as of May 29, 2009 (this “Agreement”), is entered into by and between JER INVESTORS TRUST INC., a Maryland corporation (the “Company”) and EJF
Distressed Master Fund II, LP (“EJF”), a limited partnership organized under the laws of Delaware. 
 R E C I T A L : 

 A. Reference is made to that certain Junior Subordinated Indenture dated as of April 9, 2007 (the “Existing
Indenture”) by and between the Company and The Bank of New York Mellon Trust Company, National Association (“BNYM”), as trustee (the “Existing Indenture Trustee”). 
 B. Reference is made to that certain Amended and Restated Trust Agreement dated as of April 9, 2007 (the “Trust Agreement”) by and
among the Company, as depositor, BNYM, as Property Trustee, BNY Mellon Trust of Delaware, as Delaware Trustee, and the administrative trustee named therein. 
 C. JERIT TS Statutory Trust I, a Delaware statutory trust (“Trust I”) is the holder of the Junior Subordinated Note due 2037 in the amount of Sixty-One Million Eight Hundred Sixty Thousand Dollars
($61,860,000) issued by the Company pursuant to the Existing Indenture (the “Subordinated Note”). 
 D. Pursuant to the
Trust Agreement, Trust I issued one or more Preferred Securities Certificate (as such term is defined in the Trust Agreement) in the aggregate liquidation amount of Sixty Million Dollars ($60,000,000) (the “Original Security”),
which Original Security is a global security. 
 E. EJF is the holder of $3,750,000 in aggregate liquidation amount of a beneficial interest
in the Original Security (the “EJF Holdings”). 
 F. The Company proposes that EJF exchange the EJF Holdings for 541,906
shares (the “Shares”) of the Company’s duly authorized and issued unregistered common stock, par value $0.01 per share (the “Common Stock”) and other consideration described herein. 
 G. On the terms and subject to the conditions set forth in this Agreement, the Company and EJF have agreed to exchange the EJF Holdings for the Shares
and such other consideration as set forth above. 
 NOW, THEREFORE, in consideration of the mutual agreements and subject to the terms and
conditions herein set forth, the parties hereto agree as follows: 
 1. Definitions. 
 “1934 Act Regulations” has the meaning set forth in Section 4(z). 
 “1934 Act Reports” has the meaning set forth in Section 4(z). 
  

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 “Affiliate” of any specified person means any other Person directly or indirectly
Controlled, Controlling or Controlled by, or under direct or common Control with such specified Person. 
 “Arbitrator” has
the meaning set forth in Section 4(l). 
 “Bankruptcy Code” means the Bankruptcy Reform Act of 1978, 11 U.S.C.
§§101 et seq., as amended. 
 “Benefit Plan” means an “employee benefit plan” (as defined in ERISA) that
is subject to Title I of ERISA, a “plan” as defined in Section 4975 of the Code or any entity whose assets include the assets of any such “employee benefit plan” or “plan” for purposes of Section 3(42) of
ERISA and U.S. Department of Labor Regulations promulgated thereunder at 29 C.F.R. Section 2510.3-101. 
 “BNYM” has
the meaning set forth in the Recitals. 
 “Cash Consideration” has the meaning set forth in Section 2(a).

 “Closing Cash Consideration” has the meaning set forth in Section 2(a). 
 “Code” means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated under it. 
 “Closing Date” has the meaning set forth in Section 2(b). 
 “Closing Room” has the meaning set forth in Section 2(b). 
 “Company” has the meaning set forth in the introductory paragraph hereof. 
 “Company Counsel” has the meaning set forth in Section 3(b). 
 “Commission” has the meaning set forth in Section 4(v). 
 “Common Stock” has the meaning set forth in the Recitals. 
 “Control” when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing. 
 “EJF” has the meaning set forth in the Recitals. 
 “EJF Holdings” has the meaning set forth in
the Recitals. 
 “EJF Transferred Rights” means any and all of EJF’s right, title, and interest in, to and under the
Original Security, and the following: 
  

	 	i.	the Existing Indenture and Trust Agreement; 

  

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	 	ii.	all amounts payable to EJF under the Original Security, the Existing Indenture and/or the Trust Agreement, excluding, however, amounts payable on account of interest for the period
from January 30, 2009 through May 29, 2009; 

  

	 	iii.	all claims (including “claims” as defined in Bankruptcy Code §101(5)), suits, causes of action, and any other right of EJF, whether known or unknown, against the
Company or any of its Affiliates (including the Trusts), or its respective agents, representatives, contractors, advisors, directors, officers and trustees or any other entity that in any way is based upon, arises out of or is related to any of the
foregoing, including all claims (including contract claims, tort claims, malpractice claims, and claims under any law governing the exchange of, purchase and sale of, or indentures for, securities), suits, causes of action, and any other right of
EJF against any attorney, accountant, financial advisor, or other entity arising under or in connection with the Original Security, the Existing Indenture, the Trust Agreement or the transactions related thereto or contemplated thereby but,
excluding the transactions contemplated under this Agreement; 

  

	 	iv.	all guarantees and all collateral and security of any kind for or in respect of the foregoing; 

  

	 	v.	all cash, securities, or other property, and all setoffs and recoupments, to be received, applied, or effected by or for the account of EJF under the Original Security, other than
fees, costs and expenses payable to EJF hereunder and all cash, securities, interest, dividends, and other property that may be exchanged for, or distributed or collected with respect to, any of the foregoing; and 

  

	 	vi.	all proceeds of the foregoing. 

 “Equity
Interests” means with respect to any Person (a) if such a Person is a partnership, the partnership interests (general or limited) in a partnership, (b) if such Person is a limited liability company, the membership interests in a
limited liability company (c) if such Person is a corporation, the shares or stock interests (both common stock and preferred stock) in a corporation and (d) if such person is a trust, the common or preferred securities issued by such
trust. 
 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations
promulgated under it. 
 “Exchange” has the meaning set forth in Section 2(b). 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
 “Existing Indenture” has the meaning set forth in the Recitals. 
  

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 “Existing Indenture Trustee” has the meaning set forth in the Recitals. 
 “Financial Statements” has the meaning set forth in Section 4(w). 
 “GAAP” has the meaning set forth in Section 4(w). 
 “Governmental Entities” has the meaning set forth in Section 4(o). 
 “Governmental Licenses” has the meaning set forth in Section 4(r). 
 “Impairment” means any claim, counterclaim, setoff, defense, action, demand, litigation (including administrative proceedings or
derivative actions), encumbrance, right (including expungement, avoidance, reduction, contractual or equitable subordination, or otherwise) or defect. 
 “Indemnified Party” has the meaning set forth in Section 8(a). “Indemnified Parties” shall have the correlative meaning. 
 “Interim Financial Statements” means those certain unaudited consolidated financial statements (including the notes thereto) and
schedules of the Company and its consolidated subsidiaries filed with the Commission for the quarterly period ended March 31, 2009 filed by the Company with the Commission in its Quarterly Report on Form 10-Q on May 11, 2009. 

“Investment Company Act” has the meaning set forth in Section 4(j). 
 “Joint Direction and Release” means that certain Joint Direction and Release between the Company and BNYM, acknowledged and agreed to by
EJF, executed in connection with the Exchange. 
 “Lien” has the meaning set forth in Section 4(o). 

“Material Adverse Effect” means a material adverse effect on or change in the condition (financial or otherwise), earnings, business,
liabilities or assets of the Company and its subsidiaries taken as a whole. 
 “Original Security” has the meaning set forth
in the Recitals. 
 “Person” means a legal person, including any individual, corporation, estate, partnership, joint
venture, association, joint stock company, company, limited liability company, trust, unincorporated association, or government or any agency or political subdivision thereof, or any other entity of whatever nature. 
 “Post-Closing Cash Consideration” has the meaning set forth in Section 2(a). 
 “Preferred Stock” has the meaning set forth in Section 4(s). 
 “Registration Rights Agreement” shall mean that certain Registration Rights Agreement by and between the Company, EJF and Kodiak CDO II,
Ltd. dated the date hereof, wherein the Company agrees, upon the request of EJF under the circumstances provided therein, to register the Common Stock under the Securities Act and to provide for the right of EJF to participate in but not demand any
registration of the Company’s stock for resale. 
  

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 “Regulation D” has the meaning set forth in Section 4(h). 
 “REIT” has the meaning set forth in Section 4(dd). 
 “Repayment Event” has the meaning set forth in Section 4(o). 
 “Securities Act” means the Securities Act of 1933, 15 U.S.C. §§77a et seq., as amended, and the rules and regulations promulgated under it. 
 “Shares” has the meaning set forth in the Recitals. 
 “Significant Subsidiary” means any significant subsidiary of the Company within the definition of such term in Regulation S-X. “Significant Subsidiaries” means, collectively, each and
every Significant Subsidiary. 
 “SOXA” means the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated
thereunder, all as the same shall be in effect from time to time. 
 “Subordinated Note” has the meaning set forth in the
Recitals. 
 “Tax Returns” has the meaning set forth in Section 4(ee). 
 “Trust I” has the meaning set forth in the Recitals. 
 “Trust Agreement” has the meaning set forth in the Recitals. 
 2. Exchange of EJF
Holdings for the Common Stock and Cash Consideration. 
 (a) The Company agrees to deliver to EJF (i) on the Closing Date
(x) the Shares, (y) the amount of One Hundred Sixteen Thousand Five Hundred Twenty-Six Dollars ($116,526) and (z) accrued interest on the EJF Holdings as set forth below, by wire transfer of immediately available funds (the
“Closing Cash Consideration”) and (ii) on a post-closing basis as set forth herein, the aggregate amount of Two Hundred Twenty Thousand Dollars ($220,000), as set forth on Schedule 4 hereof (the “Post-Closing Cash
Consideration,” together with the Closing Cash Consideration, the “Cash Consideration”), and has requested that EJF accept such Shares and Cash Consideration in exchange for the EJF Holdings, and EJF hereby accepts the
Shares and Cash Consideration in exchange for the EJF Holdings upon the terms and conditions set forth herein; provided however, it is agreed that the EJF Holdings shall be exchanged in accordance with Schedule 4. 
 (b) The closing of the exchange contemplated herein shall occur at the offices of Nixon Peabody, LLP in New York, New York (the “Closing
Room”), or such other place as the parties hereto shall agree, at 11:00 a.m. New York time, on May 29, 2009 (such date and time of delivery the “Closing Date”). The Company and EJF hereby agree that the exchange (the
“Exchange”) will occur in accordance with the following requirements: 
 (i) The Company shall have delivered
stock certificates and powers evidencing the Shares to the Closing Room. 
  

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 (ii) The Company shall have delivered to EJF the Closing Cash Consideration. 

(iii) The Company shall have delivered to EJF the amount of $6,197.92 representing accrued interest on the EJF Holdings from
January 30, 2009 to the Closing Date, which amount shall satisfy in full the Company’s interest payment obligations to EJF with respect to the EJF Holdings. 
 (iv) Simultaneously with the occurrence of the events described in subsections (i) – (iii) hereof, EJF irrevocably
transfers, assigns, grants and conveys the EJF Transferred Rights in accordance with the exchange as contemplated in Schedule 4 to the Company and the Company assumes all rights and obligations of EJF with respect to the EJF Transferred
Rights. 
 (v) Intentionally omitted. 
 (vi) EJF shall have acknowledged and agreed to and the Company shall have executed and delivered to the Existing Trustee the Joint
Direction and Release. 
 (c) No later than June 30, 2009, the Company shall deliver to EJF by wire transfer of immediately available
funds the amount of One Hundred Ten Thousand Dollars ($110,000). 
 (d) No later than July 30, 2009, the Company shall deliver to EJF by
wire transfer of immediately available funds the amount of One Hundred Ten Thousand Dollars ($110,000). 
 3. Conditions
Precedent. The obligations of the parties under this Agreement are subject to the following conditions precedent: 
 (a) The
representations and warranties contained herein shall be accurate as of the date of delivery of the Shares, the Exchange and the parties shall be prepared to complete all actions and consummate the Exchange as set forth in Section 2(b).

 (b) Skadden, Arps, Slate, Meagher & Flom LLP, special counsel for the Company, and DLA Piper LLP (US), special Maryland counsel
for the Company (the “Company Counsel”), shall have delivered one or more opinions, dated the Closing Date, addressed to EJF and its successors and assigns, in substantially the form set out in Annex A hereto. In rendering
its opinion, the Company Counsel may rely as to factual matters upon certificates or other documents furnished by officers, directors and trustees of the Company and by government officials; provided, however, that copies of any such
certificates or documents are delivered to EJF and by and upon such other documents as such counsel may, in its reasonable opinion, deem appropriate as a basis for Company Counsel’s opinion or opinions. Company Counsel may specify the relevant
jurisdiction or jurisdictions in which it is admitted to practice and that it is not admitted to practice in any other jurisdiction and is not an expert in the law of 

  

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any other jurisdiction. Such Company Counsel Opinion shall not state that it is to be governed or qualified by, or that it is otherwise subject to, any
treatise, written policy or other document relating to legal opinions, including, without limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991). 
 (c) Intentionally omitted. 
 (d)
Intentionally omitted. 
 (e) The Company shall have furnished to EJF a certificate of the Company, signed by the Chief Executive Officer,
President or an Executive Vice President, and Chief Financial Officer, Treasurer or Assistant Treasurer of the Company, dated as of the Closing Date, as to (i) and (ii) below: 
 (i) the representations and warranties in this Agreement are true and correct on and as of the Closing Date, and the Company has complied
with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; and 
 (ii) since the date of the Interim Financial Statements, there has been no Material Adverse Effect, other than as disclosed to EJF. 
 (f) The Company and EJF shall have entered into the Registration Rights Agreement. 
 (g) Intentionally
omitted. 
 If any of the conditions specified in this Section 3 shall not have been fulfilled when and as provided in this
Agreement, or if any of the opinions, certificates and documents mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to EJF or its counsel, this Agreement and any obligations of EJF hereunder may
be canceled at, or at any time prior to, the Exchange by EJF. Notice of such cancellation shall be given to the Company in writing or by e-mail or facsimile. 
 Each certificate signed by any officer of the Company and delivered in connection herewith and the transactions contemplated hereby shall be deemed to be a representation and warranty of the Company and not by such
officer in any individual capacity. 
 4. Representations and Warranties of the Company. The Company represents and warrants as
of the date hereof, as follows: 
 (a) It (i) is duly incorporated and validly existing under the laws of the State of Maryland,
(ii) is in good standing under such laws and (iii) has full power and authority to execute, deliver and perform its obligations under this Agreement. 
 (b) It is an “accredited investor” as defined in Rule 501 under the Securities Act. Without characterizing the Original Security, the EJF Holdings or any of the EJF Transferred Rights as a
“security” within the meaning of applicable securities laws, it is not 

  

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acquiring the EJF Holdings or any holdings under the Original Security, or the EJF Transferred Rights or any other rights, under the Original Security, the
Existing Indenture or the Trust Agreement with a view towards the sale or distribution thereof in violation of the Securities Act. 
 (c)
Neither the Common Stock nor the Exchange are or may be subject to any Impairment. The Company has no current intention to initiate any bankruptcy or insolvency proceedings. The Company (i) has not entered into the Exchange or this Agreement
with the actual intent to hinder, delay, or defraud any creditor and (ii) received reasonably equivalent value in exchange for its obligations under this Agreement. 
 (d) The Company is and for the ninety (90) days immediately prior to the Exchange has been subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act and has filed all reports required
thereunder, as applicable, during the twelve (12) months preceding the Exchange. 
 (e) It (i) is a sophisticated entity with
respect to the Exchange, (ii) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the Exchange and (iii) has independently and without reliance upon
EJF, EJF Capital LLC or any of its respective affiliates, and based on such information as it has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that it has relied upon EJF’s express representations,
warranties, covenants and agreements in this Agreement. The Company acknowledges that none of EJF, EJF Capital LLC or any of its respective affiliates has given it any investment advice, credit information or opinion on whether the Exchange is
prudent. 
 (f) It has not engaged any broker, finder or other entity acting under the authority of it or any of its affiliates that is
entitled to any broker’s commission or other fee in connection with the transaction for which EJF or any of its affiliates could be responsible. 
 (g) No interest in the EJF Transferred Rights is being acquired by or on behalf of an entity that is, or at any time while the EJF Transferred Rights are held thereby will be, one or more Benefit Plans. 
 (h) Neither the Company nor any of its Affiliates nor any person acting on its or its behalf, has, directly or indirectly, made offers or sales of any
security, or solicited offers to buy any security, under circumstances that would cause the Exchange to fail to meet the conditions in Rule 502(c) of Regulation D (“Regulation D”) under the Securities Act. Without limitation upon
the generality of the foregoing, neither the Company nor any person acting on its behalf has taken any action, including any offering of any securities of the Company under circumstances which could require the integration of such offering with the
Exchange under the Securities Act, and thereby subject the Exchange to the registration requirements of the Securities Act. 
 (i) The
issuance of the Common Stock (i) does not require the approval of the shareholders of the Company, or (ii) any filing with the Commission other than the filing of a Current Report on Form 8-K within four (4) business days following
the Closing Date. 
  

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 (j) The Common Stock is not issued by an open-end investment company, unit investment trust or
face-amount certificate company that is, or is required to be, registered under Section 8 of the Investment Company Act of 1940, as amended (the “Investment Company Act”). 
 (k) Neither the Company nor any of its Affiliates, nor any person acting on its or its behalf, has engaged, or will engage, in any “directed selling
efforts” within the meaning of Regulation S under the Securities Act with respect to the Common Stock. 
 (l) The Company is not, and
immediately following consummation of the transactions contemplated hereby, will not be, an “investment company” or an entity “controlled” by an “investment company,” in each case within the meaning of Section 3(a)
of the Investment Company Act. 
 (m) This Agreement and the Registration Rights Agreement and the consummation of the transactions
contemplated herein and therein have been duly authorized by the Company and, on the Closing Date, will have been duly executed and delivered by the Company, and, assuming due authorization, execution and delivery by EJF will be a legal, valid and
binding obligations of the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity. 
 (n) Intentionally omitted. 
 (o) Neither the
delivery and exchange of the Common Stock and Cash Consideration for the EJF Holdings, and the EJF Transferred Rights, nor the execution and delivery of and compliance with this Agreement and the Registration Rights Agreement by the Company, nor the
consummation of the transactions contemplated herein (i) will conflict with or constitute a violation or breach of (x) the charter or bylaws or similar organizational documents of the Company or any Significant Subsidiary of the Company or
(y) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, governmental authority, agency or instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its
subsidiaries or their respective properties or assets (collectively, the “Governmental Entities”), (ii) will conflict with or constitute a violation or breach of, or a default or Repayment Event under, or result in the creation
or imposition of any pledge, security interest, claim, lien or other encumbrance of any kind (each, a “Lien”) upon any property or assets of the Company or any if its Significant Subsidiaries pursuant to any contract, indenture,
mortgage, loan agreement, note, lease or other agreement or instrument to which (A) the Company or any of its Significant Subsidiaries is a party or by which it or any of them may be bound, or (B) to which any of the property or assets of
any of them is subject, or any judgment, order or decree of any Governmental Entity or arbitrator having jurisdiction over the Company or any of its subsidiaries or its respective properties or assets (an “Arbitrator”), or
(iii) will require the consent, approval, authorization or order of any court or Governmental Entity, except, in the case of clause (i)(y), (ii), or (iii) for such conflicts, breaches, violations, defaults, Repayment Events (as defined
below) or Liens which (X) would not, singly or in the aggregate, adversely affect the consummation of the transactions contemplated by this Agreement and (Y) would not, singly or in the aggregate, have a Material Adverse Effect. As used
herein, a “Repayment Event” means 

  

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any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf)
the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its Significant Subsidiaries prior to its scheduled maturity. 
 (p) The Company has all requisite power and authority to own, lease and operate its assets and conduct the business it transacts and proposes to
transact, and is duly qualified to transact business and is in good standing in each jurisdiction where the nature of its activities requires such qualification, except where the failure of the Company to have such power and authority or to be so
qualified would not, singly or in the aggregate, have a Material Adverse Effect. 
 (q) Each Significant Subsidiary of the Company is listed
on Schedule 1 attached hereto, which the Company represents is true, complete and correct. Each Significant Subsidiary is a corporation, trust, partnership or limited liability company duly and properly incorporated or organized or formed, as
the case may be, validly existing and, with respect to any such corporation, in good standing under the laws of the jurisdiction in which it is chartered or organized or formed, with all requisite power and authority to own, lease and operate its
properties and conduct the business it transacts. Each Significant Subsidiary is duly qualified to transact business in each jurisdiction where the nature of its activities requires such qualification, except where the failure to be so qualified
would not, singly or in the aggregate, have a Material Adverse Effect. No Significant Subsidiary of the Company (other than a taxable REIT subsidiary, if any,) is currently prohibited, directly or indirectly, under any agreement or other instrument
to which it is a party or to which it or its assets is subject, other than as required by applicable law, from paying any dividends to the Company, from making any other distribution on such Significant Subsidiary’s capital stock or other
Equity Interests, from repaying to the Company any loans or advances to such Significant Subsidiary from the Company or from transferring any of such Significant Subsidiary’s wholly owned properties or assets to the Company or any other
subsidiary of the Company except as disclosed to EJF in writing or in the Company’s public filings. 
 (r) The Company and each of the
Company’s subsidiaries hold all necessary approvals, authorizations, orders, licenses, consents, registrations, qualifications, certificates and permits (collectively, the “Governmental Licenses”) of and from Governmental
Entities necessary to conduct their respective businesses as now being conducted, and neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Government License,
except where the failure to be so licensed or approved or the receipt of an unfavorable decision, ruling or finding, would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force
and effect, except where the invalidity or the failure of such Governmental Licenses to be in full force and effect, would not, singly or in the aggregate, have a Material Adverse Effect; and the Company and its subsidiaries are in compliance with
all applicable laws, rules, regulations, judgments, orders, decrees and consents, except where the failure to be in compliance would not, singly or in the aggregate, have a Material Adverse Effect. 
 (s) The authorized capital stock of the Company as of the date hereof consists solely of 100,000,000 shares of Common Stock and 50,000,000 shares of
Preferred Stock, par 

  

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value $0.01 per share (“Preferred Stock”), of which 4,987,369 shares of Common Stock and no shares of Preferred Stock are issued and
outstanding prior to giving effect to the Exchange and other issuances on the Closing Date. All of the issued and outstanding shares of Common Stock of the Company have been duly authorized and validly issued, are fully paid and non-assessable, are
not subject to any preemptive rights, and were not issued in violation of the Securities Act or any other applicable laws (including, without limitation, state securities or “blue sky” laws). The authorized, issued and outstanding capital
stock of the Company immediately after the Closing Date will be as set forth in Schedule 3 hereto. Other than as set forth on Schedule 3 hereto and other than restricted stock units outstanding as of the date hereof, the Company does not have
outstanding any securities directly or indirectly convertible into or exercisable or exchangeable for any shares of its capital stock nor does it have outstanding any rights to subscribe for or to purchase, or any warrants, options or other rights
for the purchase of, or any agreements providing for the direct or indirect issuance (contingent or otherwise) of any of its capital stock. The outstanding capital stock of the Company is not subject to any voting trust agreement or other agreement
or commitment restricting or otherwise relating to the voting, dividend rights or disposition of such capital stock. The Shares have been duly authorized and issued and, upon the delivery by EJF of the EJF Holdings, will be validly issued, fully
paid and non-assessable. All of the issued and outstanding Equity Interests of each of the Company’s Significant Subsidiaries are validly issued, fully paid and non-assessable; all of the issued and outstanding Equity Interests of each
subsidiary of the Company that are owned by the Company, directly or through subsidiaries, are free and clear of any Lien or claim. 
 (t)
Neither the Company nor any of its subsidiaries is (i) in violation of its respective charter or by-laws or similar organizational documents or (ii) in default in the performance or observance of any obligation, agreement, covenant or
condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other agreement or instrument to which the Company or any such Significant Subsidiary is a party or by which it or any of them may be bound or to which any of
the property or assets of any of them is subject, except, in the case of clause (ii), where such violation or default would not, singly or in the aggregate, have a Material Adverse Effect. 
 (u) There is no action, suit or proceeding before or by any Governmental Entity or Arbitrator, now pending or, to the knowledge of the Company after due
inquiry, threatened against or affecting the Company or any of its subsidiaries, except for such actions, suits or proceedings as are disclosed in the Company’s 1934 Act Reports, or that, if adversely determined, would not, singly or in the
aggregate, adversely affect the consummation of the transactions contemplated by this Agreement or have a Material Adverse Effect; and, except as disclosed in the Company’s 1934 Act Reports, the aggregate of all pending legal or governmental
proceedings to which the Company or any of its subsidiaries is a party or of which any of their respective properties or assets is subject, including ordinary routine litigation incidental to the business, are not expected to result in a Material
Adverse Effect. 
 (v) The accountants of the Company who certified the Financial Statements (defined below) are independent public
accountants of the Company and its subsidiaries within the meaning of the Securities Act, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder. 
  

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 (w) The audited consolidated financial statements (including the notes thereto) and schedules of the
Company and its consolidated subsidiaries for the fiscal year ended December 31, 2008 (the “Financial Statements”) filed by the Company with the Commission in its Annual Report on Form 10-K and the Interim Financial Statements
are the most recent available audited and unaudited, respectively, consolidated financial statements of the Company and its consolidated subsidiaries, respectively, and fairly present in all material respects, in accordance with U.S. generally
accepted accounting principles (“GAAP”), subject to Schedule 3, the financial position of the Company and its consolidated subsidiaries, and the results of operations and changes in financial condition as of the dates and for the
periods therein specified. Such consolidated financial statements and schedules have been prepared in accordance with GAAP consistently applied throughout the periods involved (except as otherwise noted therein). 
 (x) Neither the Company nor any of its subsidiaries has any material liability, whether asserted or unasserted, whether absolute or contingent, whether
accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due, including any liability for taxes and the Company has not received written notice of any action, suit, proceeding, hearing, charge, complaint, claim or
demand against the Company or any of its subsidiaries that could give rise to any such liability, except for (i) liabilities set forth in the Financial Statements or the Interim Financial Statements and (ii) normal fluctuations in the
amount of the liabilities referred to in clause (i) above occurring in the ordinary course of business of the Company and all of its subsidiaries since the date of the most recent balance sheet included in such Financial Statements, and
(iii) liabilities that would not, singly or in the aggregate, have a Material Adverse Effect. 
 (y) Since the date of the Interim
Financial Statements, there has not been (A) any Material Adverse Effect, other than as disclosed to EJF or (B) any dividend or distribution of any kind declared, paid or made by the Company on any class of its Equity Interests.

 (z) The documents and reports of the Company filed with the Commission in accordance with the Exchange Act, from and including the
commencement of the fiscal year covered by the Company’s most recent Annual Report on Form 10-K, at the time they were filed by the Company with the Commission (collectively, the “1934 Act Reports”), complied in all
material respects with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder (the “1934 Act Regulations”), and, did not include an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company has filed all reports required to be filed by it under the Exchange
Act, including pursuant to Section 13(a) or 15(d) thereof, since January 1, 2005; and has filed all such reports on a timely basis or has received a valid extension of such time of filing and has filed any such reports prior to the
expiration of any such extension. 
 (aa) None of the Company or any of its Significant Subsidiaries has any employees. 
 (bb) No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity, other than
those that have been made or obtained, is necessary or required for the performance by the Company of its obligations 

  

 12 








 
under this Agreement and the Registration Rights Agreement, as applicable, or the consummation by the Company of the transactions contemplated by this
Agreement and the Registration Rights Agreement. 
 (cc) The Company and each of its Significant Subsidiaries has good and valid title to all
of its respective real and personal property, in each case free and clear of all Liens and defects, except for Liens for Taxes not yet due or payable and those Liens securing debt in the ordinary course of its business and that would not, singly or
in the aggregate, have a Material Adverse Effect; and all of the leases and subleases under which the Company or any of its Significant Subsidiaries holds properties are in full force and effect, except where the failure of such leases and subleases
to be in full force and effect would not, singly or in the aggregate, have a Material Adverse Effect, and neither the Company nor any of its Significant Subsidiaries has any notice of any claim of any sort that has been asserted by anyone adverse to
the rights of the Company or any Significant Subsidiary under any such leases or subleases, or affecting or questioning the rights of such entity to the continued possession of the leased or subleased premises under any such lease or sublease,
except for such claims that would not, singly or in the aggregate, have a Material Adverse Effect. 
 (dd) Commencing with its taxable year
ended December 31, 2004, the Company has been, and upon the completion of the transactions contemplated hereby, the Company will continue to be, organized and operated in conformity with the requirements for qualification and taxation as a real
estate investment trust (a “REIT”) under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”) for so long as the judgment of the Company’s Board of Directors is that the Company should
maintain its status as a REIT, and no actions have been taken (or not taken which are required to be taken) which would cause such qualification to be lost. The Company expects to continue to be organized and to operate in a manner so as to qualify
as a REIT in the taxable year ending December 31, 2009 and succeeding taxable years for so long as the judgment of the Company’s Board of Directors is that the Company should maintain its status as a REIT. 
 (ee) The Company and each Significant Subsidiary has timely and duly filed (or filed extensions thereof (and which extensions are presently in effect))
all material Tax Returns (as defined below) required to be filed by them, and all such Tax Returns are true, correct and complete in all material respects. The Company and each Significant Subsidiary has timely and duly paid in full all material
Taxes (as defined below) required to be paid by them (whether or not such amounts are shown as due on any Tax Return). There are no material federal, state, or other Tax audits or deficiency assessments proposed in writing or pending with respect to
the Company or any Significant Subsidiary, and no such audits or assessments are threatened in writing to the Company. As used herein, the terms “Tax” or “Taxes” mean (i) all federal, state, local, and foreign
taxes, and other assessments of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax, or penalties applicable thereto, imposed by any Governmental Entity, and (ii) all liabilities in
respect of such amounts arising as a result of being a member of any affiliated, consolidated, combined, unitary or similar group, as a successor to another person or by contract. As used herein, the term “Tax Returns” means all federal,
state, local, and foreign Tax returns, declarations, statements, reports, schedules, forms, and information returns and any amendments thereto filed or required to be filed with any Governmental Entity. 
  

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 (ff) (i) The Company has in place the “disclosure controls and procedures” (as defined in
Rules 13a-15(e) and 15d-15(e) of the Exchange Act) reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files under the Exchange Act is recorded, processed, summarized and reported within the
time periods specified in the rules and forms of the Commission (including any permitted extension thereof), and that such information is accumulated and communicated to the Company’s management, as appropriate to allow timely decisions
regarding required disclosure. There is and has been no failure on the part of the Company or, to the Company’s knowledge, any of the Company’s directors or officers, in their capacities as such, to comply with any applicable provision of
SOXA in any material respect. 
 (ii) The books, records and accounts of the Company and its Significant Subsidiaries
accurately and fairly reflect, in reasonable detail, the transactions in, and dispositions of, the assets of, and the results of operations of, the Company and its subsidiaries. The Company and each of its subsidiaries maintains a system of internal
accounting controls sufficient to provide reasonable assurance as regards the Company and each of its consolidated subsidiaries regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or
specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain asset accountability, and (iii) access to assets is permitted only in accordance
with management’s general or specific authorization. 
 (gg) The Company and its Significant Subsidiaries are insured by insurers of
recognized financial responsibility against such losses and risks and in such amounts in all material respects as are customary in the businesses in which they are engaged (the ownership of commercial real estate related loans and securities) after
giving effect to the transactions contemplated hereby. All policies of insurance insuring the Company or any of its Significant Subsidiaries’ respective businesses, assets, employees, officers and directors are in full force and effect. The
Company and each of the Significant Subsidiaries are in compliance with the terms of such policies and instruments in all material respects. Neither the Company nor any Significant Subsidiary has reason to believe that it will not be able to renew
its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be available and necessary to continue its business at a cost that would not have a Material Adverse Effect, except
(i) for such failures to renew or obtain such insurance coverage due to conditions then applicable to the insurance industry or the commercial mortgage REIT industry in general, and (ii) that the Company is currently in renewal discussions
with the provider of its directors’ and officers’ insurance policy, which may result in reduced coverage levels for the Company and its directors and officers thereunder or as a result of significant premium increases relative to
historical pricing and coverage levels. Within the past twelve months, neither the Company nor any Significant Subsidiary has been denied any insurance coverage it has sought or for which it has applied., except that one of its current insurers
would not provide Clause B or C coverage (though they would still provide Clause A coverage) with respect to the excess layer of Directors & Officers Liability insurance coverage (i.e., providing coverage between $10 million and $20
million) that it has historically provided to the Company. 
  

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 (hh) Neither the Company and its Significant Subsidiaries, nor, to the knowledge of the Company, any
person acting on behalf of the Company and/or its Significant Subsidiaries including, without limitation, any director, officer, manager, agent or employee of the Company or its Significant Subsidiaries has, directly or indirectly, while acting on
behalf of the Company and/or its Significant Subsidiaries (i) used any corporate, partnership or company funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; (ii) made any
unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns from corporate, partnership or company funds; (iii) violated any provision of the Foreign Corrupt Practices Act
of 1977, as amended; or (iv) made any other unlawful payment. 
 (ii) The information provided by the Company pursuant to this Agreement
does not, as of the date hereof, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they
were made, not misleading. 
 (jj) Neither the Company nor any of its Significant Subsidiaries own any real property. 
 Except as expressly stated in this Agreement and the Registration Rights Agreement, or any of the other documents delivered by the Company in connection
herewith, the Company makes no representations or warranties, express or implied, with respect to the Exchange, the EJF Holdings, the EJF Transferred Rights, the Original Security, the Existing Indenture or any other matter. 
 5. Representations and Warranties of EJF. EJF represents and warrants to the Company as follows: 
 (a) It is a limited partnership duly formed, validly existing and in good standing under the laws of the jurisdiction in which it is organized with all
requisite (i) power and authority to execute, deliver and perform under this Agreement to which it is a party, to make the representations and warranties specified herein and therein and to consummate the transactions contemplated in this
Agreement. 
 (b) This Agreement and the consummation of the transactions contemplated herein has been duly authorized by it and, on the
Closing Date, will have been duly executed and delivered by it and, assuming due authorization, execution and delivery by the Company of this Agreement to which each is a party, will be a legal, valid and binding obligation of such entity,
enforceable against such entity in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity. 
 (c) No filing with, or authorization, approval, consent, license, order registration, qualification or decree of, any Governmental Entity or any other
Person, other than those that have been made or obtained, is necessary or required for the performance by such entity of its respective obligations under this Agreement or to consummate the transactions contemplated herein. Neither the execution and
delivery of this Agreement, nor the transactions 

  

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contemplated herein, will conflict with or result in any violation of (i) any provision of the organizational documents of such entity or (ii) any
statute, law, rule or regulation applicable to such entity. 
 (d) EJF is the legal and beneficial owner of the EJF Holdings and the related
EJF Transferred Rights and shall deliver the EJF Holdings free and clear of any Lien created by EJF. 
 (e) There is no action, suit or
proceeding before or by any Governmental Entity, arbitrator or court, domestic or foreign, now pending or, to its knowledge, threatened against or affecting it, except for such actions, suits or proceedings that, if adversely determined, would not,
singly or in the aggregate, adversely affect the consummation of the transactions contemplated by this Agreement. 
 (f) Intentionally
omitted. 
 (g) It is aware that the Shares have not been and will not be registered under the Securities Act and may not be offered or sold
within the United States or to “U.S. persons” (as defined in Regulation S under the Securities Act) unless registered with the Commission, except in accordance with Rule 903 of Regulation S under the Securities Act or pursuant to an
exemption from the registration requirements of the Securities Act. 
 (h) It is an “accredited investor,” as such term is defined
in Rule 501(a) of Regulation D and was not organized for the purpose of acquiring any of the Shares. Without characterizing any of the Original Security, the EJF Holdings or the EJF Transferred Rights as a “security” within the
meaning of applicable securities laws, it has not made any offers to sell, or solicitations of any offers to buy, all or any portion of the Original Security, the EJF Holdings or the EJF Transferred Rights in violation of any applicable securities
laws. 
 (i) Neither it nor any of its Affiliates, nor any person acting on its or its Affiliates’ behalf has engaged, or will engage,
any form of “general solicitation or general advertising” (within the meaning of Rule 502(c) of Regulation D) in connection with any offer or sale of the EJF Holdings. 
 (j) It understands and acknowledges that (i) EJF is acquiring the Shares for its own account, for investment and not with a view to, or for offer or
sale in connection with, any fractionalization, division or distribution thereof in violation of the Securities Act or other applicable securities laws, subject to any requirement of law that the disposition of its property be at all times within
its control and subject to its ability to resell such Shares pursuant to an effective registration statement under the Securities Act or pursuant to an exemption therefrom or in a transaction not subject thereto, and it agrees to the legends and
transfer restrictions applicable to the Shares, and (ii) it has had the opportunity to ask questions of, and receive answers and request additional information from, the Company and is aware that it may be required to bear the economic risk of
an investment in the Shares. It has not received and is not relying on any representations of the Company other than as set forth in this Agreement, or in any public filings. It has not entered into any contract to sell, transfer or pledge to any
person the Shares that it is acquiring. 
  

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 (k) It has not engaged any broker, finder or other entity acting under its authority that is entitled to
any broker’s commission or other fee in connection with this Agreement and the consummation of transactions contemplated in this Agreement and the New Indenture for which the Company could be responsible. 
 (l) It (i) is a sophisticated entity with respect to the Exchange, (ii) has such knowledge and experience, and has made investments of a
similar nature, so as to be aware of the risks and uncertainties inherent in the Exchange and (iii) has independently and without reliance upon the Company or any of its affiliates, and based on such information as it has deemed appropriate,
made its own analysis and decision to enter into this Agreement, except that it has relied upon the Company’s express representations, warranties, covenants and agreements in this Agreement and the other documents delivered by the Company in
connection therewith. It acknowledges that the Company has not given it any investment advice or opinion on whether the Exchange is prudent. 
 (m) It understands that the Exchange contemplated herein will be made in reliance upon an exemption from registration under the Securities Act pursuant to Section 4(2) thereof. 
 (n) EJF represents that, as of the date hereof, it does not own any stock of the Company. 
 (o) Payments made on the date hereof by the Company to EJF in respect of the EJF Holdings shall satisfy in full the interest payment obligations due to
EJF by the Company and the Trust with respect to the EJF Holdings (including any portion of the EJF Holdings to be delivered to the Company after the date hereof) for the interest payment dates of April 30, 2009 and July 30, 2009, provided
that all payments are made by the Company pursuant to Sections 2(c) and 2(d). 
 Except as expressly stated in this Agreement, EJF makes no
representations or warranties, express or implied, with respect to the Exchange, the EJF Holdings, the EJF Transferred Rights, the Original Security, the Existing Indenture, or any other matter. 
 6. Covenants and Agreements of the Company 
 (a) The Company has taken all action reasonably necessary or appropriate to cause its representations and warranties contained in Section 4 hereof to be true as of the Closing Date and giving effect to the
Exchange. 
 (b) The Company shall comply with the requirements of Sections 2 (c) and (d) with regard to the payments of the
Post-Closing Cash Consideration without demand or any further notice to do so and without any grace period. 
 (c) Reserved. 
 (d) The Company will use its reasonable best efforts to continue to meet the requirements to qualify as a REIT under sections 856 through 860 of the
Code, effective for the taxable year ending December 31, 2009 (and each fiscal quarter of such year) and succeeding taxable years for so long the judgment of the Company’s Board of Directors is that the Company should maintain its status
as a REIT. 
  

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 (e) The Company will not, and will not permit any of its Affiliates or any person acting on its or its
behalf to, directly or indirectly, make offers or sales of any security, or solicit offers to buy any security, under circumstances that would require the registration of any of the Shares under the Securities Act except in accordance with the terms
of the Registration Rights Agreement. 
 (f) The Company will not, and will not permit any of its Affiliates or any person acting on its or
its behalf to, engage in (i) any form of “general solicitation or general advertising” (within the meaning of Rule 502(c) of Regulation D), or (ii) any “directed selling efforts” within the meaning of Regulation S under
the Securities Act, in connection with any offer or sale of the any of the Shares. 
 (g) Intentionally omitted. 
 (h) For a period of one year following the Closing Date, the Company will remain subject to and comply with all reporting requirements of Sections 13 or
15(d) of the Exchange Act and the regulations thereunder, including without limitation, making and keeping public information available (as those terms are understood and defined in Rule 144(c) under the Securities Act) and filing with the
Commission in a timely manner (taking into account all permitted grace periods) all reports and other documents required of the Company under Section 13 or 15(d) Exchange Act. During such one-year period the Company shall furnish to each holder
of Shares forthwith upon written request a written statement by the Company as to its compliance with the reporting requirements of the Exchange Act and the public information condition of Rule 144 under the Securities Act. 
 (i) At such time as any Shares are eligible for transfer under Rule 144, without the requirement for the Company to be in compliance with the current
public information requirement under Rule 144 as to such Shares and without volume or manner-of-sale restrictions, the Company upon the request of any holder of such Shares shall cause any restrictive legend on the certificates evidencing such
Shares to be removed at no cost to such holder. At such time as any Shares are eligible for transfer under Rule 144 subject to current public information requirements or volume or manner-of-sale restrictions, the Company upon the request of any
purchaser of such Shares in a transaction meeting the applicable requirements of Rule 144 shall cause any restrictive legend on the certificates evidencing such Shares to be removed at no cost to such purchaser. The Company acknowledges and agrees
that EJF will not, by virtue of its acquisition of the Shares in the Exchange, become an “affiliate” of the Company for purposes of Rule 144; and the Company will not at any time following the Exchange take the position that EJF is such an
“affiliate” of the Company for purposes of Rule 144 or any other rule or regulation of the Commission permitting sales of the Shares without registration, absent significant increase in the Control of EJF and its Affiliates over the
Company or a change in applicable law. 
 (j) The Company will not, until one hundred eighty (180) days following the Closing Date,
without EJF’s prior written consent or otherwise in accordance with the terms of 

  

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the Registration Rights Agreement, offer, sell, contract to sell, grant any option to purchase or otherwise dispose of, directly or indirectly, in any
offering registered with the Commission any shares of Common Stock, unless the Company, either on its own or upon the request of EJF provides EJF with an opinion of counsel (such counsel to have experience and sophistication in the matters
addressed in such opinion) addressed to EJF, its successors and assigns, stating that any such offer, sale, contract, option or other disposition will not result in the Shares being required to be registered under the Securities Act; provided that
the Company shall be permitted to register shares of Common Stock issued pursuant to any employee benefit or compensation plan and that the Company shall not be prohibited from selling or otherwise transferring any shares of Shares in a transaction
exempt from registration under the Securities Act. 
 (k) The Company will not identify any of the Indemnified Parties (as defined below) in
a press release or any other public statement without the prior written consent of such Indemnified Party, unless such identification is required by law. 
 (l) Without acknowledging any conflict under Article VII of the Charter, if at any time the Company determines that solely by virtue of (i) the 541,906 shares of Common Stock being acquired by EJF pursuant to
this Agreement, and (ii) the 238,347 shares of Common Stock being acquired by Kodiak pursuant to a Letter Agreement, dated the date hereof, between the Company and Kodiak (excluding any other shares of Capital Stock hereafter acquired, other
than through stock split, stock dividend or similar capital transaction of the Company), that either EJF or Kodiak CDO Management, LLC individually or, if applicable attribution rules of the Code so require under the Charter, both such entities in
the aggregate Beneficially Own or Constructively Own shares of Common Stock in excess of the Aggregate Stock Ownership Limit under Article VII of the Company’s Articles of Incorporation (as then in effect, the “Charter”), then the
Company shall forthwith present to its Board of Directors, and use reasonable best efforts to approval of the Board of Directors for, the creation of an Excepted Holder Limit under the Charter for EJF and/or Kodiak, as the case may be, to the extent
necessary to permit EJF and/or Kodiak to continue to own their respective shares of Common Stock specified in clauses (i) and (ii) above without the imposition of any penalties pursuant to Sections 7.2.1(b), 7.2.2 or 7.2.5 of the Charter.
Each of EJF and Kodiak hereby agree to deliver reasonable and customary representations, warranties and covenants satisfactory to the Company preceding any such creation of an Excepted Holder Limit under the Charter for such entity. As used in this
Section 6(l), the terms “Beneficially Own,” “Capital Stock,” “Constructively Own,” “Aggregate Stock Ownership Limit” and “Excepted Holder Limit” have the respective meanings given to them in
Article VII of the Charter. The foregoing rights of EJF and Kodiak shall not be transferable to any other party. 
 7. Payment of
Expenses. The Company agrees to pay all costs and expenses of the Company incident to the performance of the obligations of the Company under this Agreement, whether or not the transactions contemplated herein are consummated or this
Agreement is terminated, including all costs and expenses incident to (i) the authorization, issuance, sale and delivery of the Common Stock and any taxes payable in connection therewith; (ii) the fees and expenses of counsel, accountants
and any other experts or advisors retained by the Company; and (iii) the fees and all reasonable expenses of the BNYM in connection with the Joint Direction and Release. 
  

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 8. Indemnification. (a) The Company agrees to indemnify and hold harmless BNYM, as
applicable, EJF, EJF Capital Management, LLC and their respective affiliates (collectively, the “Indemnified Parties”) each person, if any, who controls any of the Indemnified Parties within the meaning of the Securities Act or the
Exchange Act, and the Indemnified Parties’ respective directors, officers, employees and agents against any and all losses, claims, damages or liabilities, joint or several, to which the Indemnified Parties may become subject, under the
Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based on (i) the
breach or alleged breach of any representation, warranty, or agreement of the Company contained in this Agreement, or (ii) the execution and delivery by the Company of this Agreement and the consummation of the transactions contemplated herein,
and agrees to reimburse each such Indemnified Party, as incurred, for any legal or other expenses reasonably incurred by the Indemnified Parties in connection with investigating or defending any such loss, claim, damage, liability or action except
to the extent any such loss, claim, damage, liability or action is the direct result of any bad faith, fraudulent misrepresentation, willful misconduct or breach of the representations and warranties and agreements, by such Indemnified Party. This
indemnity agreement will be in addition to any liability that the Company may otherwise have. For avoidance of doubt, the indemnity provided by this Section 8 does not apply to any tax liability that arises out of or is based on the
acquisition, ownership, modification, or disposition of the Subordinated Note, the Original Security, or any direct or indirect interest therein. 
 (b) Promptly after receipt by an Indemnified Party under this Section 8 of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against the indemnifying party under this
Section 8, promptly notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party will not relieve the indemnifying party from liability under paragraph (a) above unless and to
the extent that such failure results in the forfeiture by the indemnifying party of material rights and defenses. The Indemnified Parties shall be entitled to appoint counsel to represent the Indemnified Parties in any action for which
indemnification is sought. An indemnifying party may participate at its own expense in the defense of any such action; provided, that counsel to the indemnifying party shall not (except with the consent of the Indemnified Party) also be
counsel to the Indemnified Party. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from its own counsel for all Indemnified Parties in connection with any
one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, unless an Indemnified Party elects to engage separate counsel because such Indemnified Party believes that
its interests are not aligned with the interests of another Indemnified Party or that a conflict of interest might result. An indemnifying party will not, without the prior written consent of the Indemnified Parties, settle or compromise or consent
to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the Indemnified Parties are actual or potential parties to such
claim, action, suit or proceeding) unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability arising out of such claim, action, suit or proceeding. 
  

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 9. Representations and Indemnities to Survive. The respective agreements, representations,
warranties, indemnities and other statements of the Company and/or its officers set forth in or made pursuant to this Agreement will remain in full force and effect and will survive the Exchange. The provisions of Sections 7 and 8 shall survive the
termination or cancellation of this Agreement. 
 10. Reserved. 
 11. Amendments. This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written
agreement by each of the parties hereto. 
 12. Notices. All communications hereunder will be in writing and effective only on
receipt, and will be mailed, delivered by hand or courier or sent by facsimile and confirmed or by any other reasonable means of communication, including by electronic mail, to the relevant party at its address specified in Exhibit B.

 13. Successors and Assigns. This Agreement will inure to the benefit of and be binding upon the parties hereto and its
respective successors and permitted assigns. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person other than the parties hereto and the affiliates, directors, officers, employees, agents and
controlling persons referred to in Section 8 hereof and its successors, assigns, heirs and legal representatives, any right or obligation hereunder. None of the rights or obligations of the Company under this Agreement may be assigned, whether
by operation of law or otherwise, without EJF’s prior written consent. 
 14. Applicable Law. THIS AGREEMENT WILL BE
GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW). 
 15. Submission to Jurisdiction. ANY LEGAL ACTION OR PROCEEDING BY OR AGAINST ANY PARTY HERETO OR WITH RESPECT TO OR ARISING OUT OF THIS
AGREEMENT MAY BE BROUGHT IN OR REMOVED TO THE COURTS OF THE STATE OF NEW YORK, IN AND FOR THE COUNTY OF NEW YORK, OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK (IN EACH CASE SITTING IN THE BOROUGH OF MANHATTAN). BY
EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY ACCEPTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS (AND COURTS OF APPEALS THEREFROM) FOR LEGAL PROCEEDINGS ARISING OUT OF
OR IN CONNECTION WITH THIS AGREEMENT. 
 16. Counterparts and Facsimile. This Agreement may be executed by any one or more of
the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. This Agreement may be executed by any one or more of the parties
hereto by facsimile. 
  

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 17. Entire Agreement. This Agreement constitutes the entire agreement of the parties to
this Agreement and supercedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. 
 [Signature Page Follows] 
  

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 IN WITNESS WHEREOF, this Agreement has been entered into as of the date first written above. 

 

			
	JER INVESTORS TRUST INC.
		
	By:	 	 /s/ Mark S. Weiss

	Name:	 	 Mark S. Weiss

	Title:	 	 President



 (Signatures continue on the next page) 
  

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		 	EJF DISTRESSED MASTER FUND II, L.P.
				
		 		 	By:	 	EJF Distressed II GP, LLC, as General Partner
					
		 		 		 	By:	 	EJF Capital LLC, as Sole Member
						
		 		 		 		 	By:	 	 /s/ Neal J. Wilson

		 		 		 		 	Name:	 	Neal J. Wilson
		 		 		 		 	Title:	 	Chief Operating Officer

  

 24