TABLE OF CONTENTS

ARTICLE I DEFINITIONS
Section 1.1	Definitions

ARTICLE II CONTRIBUTION AND EXCHANGE
Section 2.1	Exchange
Section 2.2	Assumption of Liabilities
Section 2.3	The Closing
Section 2.4	Closing Deliveries
Section 2.5	Interest
Section 2.6	Interests Not Assigned

ARTICLE III REPRESENTATIONS AND WARRANTIES OF LNR SECURITIES
Section 3.1	Organization and Authority
Section 3.2	Execution and Delivery; Valid and Binding Agreement
Section 3.3	Noncontravention
Section 3.4	Title to Acquired Assets
Section 3.5	Compliance with Laws
Section 3.6	Litigation
Section 3.7	Certain Securities Law Matters

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF LNR OP
Section 4.1	Organization of LNR OP
Section 4.2	Execution and Delivery; Valid and Binding Agreement
Section 4.3	Noncontravention
Section 4.4	Certain Securities Law Matters

ARTICLE V COVENANTS OF THE PARTIES
Section 5.1	Consents and Approvals
Section 5.2	Further Assurances

ARTICLE VI SURVIVAL AND INDEMNITY
Section 6.1	Survival
Section 6.2	Indemnification by LNR Securities
Section 6.3	Indemnification by LNR OP

ARTICLE VII MISCELLANEOUS
Section 7.1	Press Releases and Public Announcements
Section 7.2	Entire Agreement
Section 7.3	Succession and Assignment
Section 7.4	Counterparts
Section 7.5	Headings
Section 7.6	Notices
Section 7.7	Waiver of Jury Trial
Section 7.8	Amendments and Waivers
Section 7.9	Severability

FORM OF CONTRIBUTION AND EXCHANGE AGREEMENT

This CONTRIBUTION AND EXCHANGE AGREEMENT dated as of [ ], 200[ ] (this “Agreement”), is made by and between LNR Securities Holdings, LLC, a Delaware Limited Liability Company (“LNR Securities”), and LNR Capital Limited Partnership, a Delaware Limited Partnership (“LNR OP”). LNR OP and LNR Securities are referred to collectively herein as the “Parties.”

WHEREAS, LNR Securities owns all right, title and interest in the assets set forth on Exhibit A attached hereto (the “Interests”);

WHEREAS, LNR Securities desires to contribute, transfer and assign to LNR OP, and LNR OP desires to acquire and assume from LNR Securities, in accordance with the terms and conditions of this Agreement, all of LNR Securities’ right, title, and interest in the Acquired Assets and the Assumed Liabilities (as defined below)],

WHEREAS, in exchange for the Acquired Assets, LNR Securities desires to acquire from LNR OP, and LNR OP desires to issue to LNR Securities, [ ] Common Units (as such term is defined in the LNR OP Partnership Agreement) of LNR OP (the “OP Units”);

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. The following terms have the respective meanings ascribed thereto below:

“Acquired Assets” means, collectively, all of LNR Securities’ right, title, and interest in and to the following: (a) the Interests (b) cash in the aggregate amount collected by LNR Securities relating to the Interests (whether pursuant to the terms thereof, or dispositions thereof or otherwise) from and after the Closing Date.

“Affiliate” has the meaning set forth in Rule 12b-2 of the regulations promulgated under the Securities Exchange Act of 1934, as amended.

“Agreement” has the meaning set forth in the Preamble to this Agreement.

“Assumed Liabilities” means, other than the Excluded Liabilities, all Liabilities of LNR Securities solely arising out of the Interests, including obligations arising under swaps relating to the Interests on or after the Closing Date.

“Business Day” shall mean any day other than Saturday, Sunday or any other day on which banks in New York, New York are permitted or required to be closed.

“CMBS” means any pass-through certificate issued by a securitization vehicle and representing an ownership interest in a pool of mortgage loans secured by commercial properties.

“Closing” has the meaning set forth in Section 2.2.

“Closing Date” means the date hereof.

“Contemplated Transactions” means the contribution, transfer, assignment, conveyance and delivery by LNR Securities of the Acquired Assets in exchange for the OP Units, and the acquisition by LNR OP of the Acquired Assets, the assumption by LNR OP of the Assumed Liabilities and the issuance by LNR OP, and the acquisition by LNR Securities of the OP Units.

“Documents” means, with respect to the Interests all agreements, contracts and instruments relating to the creation, distribution, transfer, ownership and management of such Interests, and the underlying assets from which such Interest is derived, including, without limitation, the following: (i) all custody and administration agreements, indentures, notes, preferred equity interests, fiscal agency agreements, hedge agreements, purchase agreements, transfer agent agreements, participation agreements, sub-participation agreements, assignments, participation certificates and similar agreements or arrangements (other than agreements, contracts and commitments relating to investments underlying the Interests); (ii) all investment advisory, management, collateral management, disposition consultant, servicing, administration and similar agreements to which the relevant Interests are subject; and (iii) all private placement memoranda, offering circulars or other offering material with respect to the offering for sale of the CMBS.

“Excluded Liabilities” means all Liabilities of LNR Securities pertaining to the Interests arising out of, or relating to, any period, event, action or omission on or prior to the Closing Date as specifically set forth in Schedule 1 attached hereto.

“Governmental Authority” means any: (i) nation, state, county, city, town, village, district, or other jurisdiction of any nature; (ii) federal, state, local, municipal, foreign, or other government; (iii) governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal); or (iv) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature.

“Interests” has the meaning set forth in the Recitals to this Agreement.

“Law” has the meaning set forth in Section 3.3.

“Liability” means any debt, claim, obligation or liability (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due).

“Lien” means any lien, charge, option, pledge, assignment, mortgage, security interest, preemptive right, right of first refusal or encumbrance of any kind.

“LNR OP” has the meaning set forth in the Preamble to this Agreement.

“LNR OP Indemnified Parties” has the meaning set fort in section 6.3

“LNR OP Partnership Agreement” shall mean the Agreement of Limited Partnership of LNR OP, dated as of [ ].

“LNR Securities” has the meaning set forth in the Preamble to this Agreement.

“LNR Securities Indemnified Parties” has the meaning set fort in section 6.2

“OP Units” has the meaning set forth in the Recitals of this Agreement.

“Organizational Documents” means (a) the articles or certificate of incorporation and the bylaws of a corporation; (b) the partnership agreement and any statement of partnership of a general partnership; (c) the limited partnership agreement and the certificate of limited partnership of a limited partnership; (d) the certificate of formation and operating agreement of a limited liability company; (e) any charter, bylaw, operating agreement or similar document not described in (a) through (d) above adopted or filed in connection with the creation, formation, organization or operation of a Person, including the foreign equivalent thereof with respect to non-US Persons; and (f) any amendment or contemplated amendment to any of the foregoing.

“Permitted Lien” means any (i) Liens being contested by LNR Securities in good faith and for which appropriate reserves are reflected in LNR Securities’ financial statements, (ii) Liens for Taxes not yet due or payable, and (iii) Liens; covenants; conditions; building, zoning or other restrictions; reservations; rights; utility or other easements; encumbrances; encroachments; installments of special assessments not yet due and payable; set-back requirements; and other similar items generally applicable and/or affecting title to property of a similar character, in each case that would not, individually or in the aggregate, interfere with or diminish in a material and adverse manner the LNR OP’s use or ownership of the Acquired Assets.

“Parties” has the meaning set forth in the Preamble to this Agreement.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, or a Governmental Entity.

“Required Transfer Documentation” means any documentation necessary to transfer and assign the Interests and the Assumed Liabilities to LNR OP, including without limitation any documentation required under the Documents, and other good and sufficient instruments of conveyance and transfer reasonably necessary to vest in the LNR OP all the legal and equitable, title and interest of LNR OP in the Interests and to vest in LNR OP all legal responsibility for the Assumed Liabilities.

“Securities Act” means the Securities Act of 1933, as amended.

ARTICLE II

CONTRIBUTION AND EXCHANGE

Section 2.1 Exchange. Upon the terms hereof,

(a) LNR Securities hereby contributes, assigns, transfers and delivers to LNR OP, and LNR OP hereby acquires from LNR Securities, all the right title and interest in the Acquired Assets.

(b) LNR OP hereby agrees to issue to LNR Securities, and LNR Securities shall acquire from LNR OP, [ ] OP Units.

Section 2.2 Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, LNR OP hereby assumes and becomes responsible for, and LNR Securities hereby transfers, conveys, and assigns or causes to be transferred, conveyed and assigned to LNR OP, all of the Assumed Liabilities.

Section 2.3 The Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) is taking place in connection with the consummation of LNR Capital Corporation’s initial public offering of its common stock and with the execution of this Agreement at the offices of Schulte Roth & Zabel LLP, 919 Third Avenue, New York, New York 10022 or at such time and place as the Parties shall mutually agree. For all purposes hereunder (a) the date of this Agreement shall be referred to as the “Closing Date,” and (ii) the Closing shall be deemed to have occurred at 11:59 p.m. on the Closing Date.

Section 2.4 Closing Deliveries. Contemporaneously herewith, and simultaneously with the other Parties’ deliveries hereunder:

(a) LNR Securities shall deliver to LNR OP:

(i) the Acquired Assets, including, without limitation, copies of, and all of LNR Securities right title and interest to, any Documents in its possession or in the possession of a third party custodian;

(ii) the Required Transfer Documentation, executed by LNR Securities and, to the extent required, any third party custodian;

(iii) the original notes duly endorsed in blank;

(iv) all notices and instructions required to be delivered to DTC or any other holder of a global note or entity that maintains the book entry registration system for the Interests, executed by LNR Securities; and

(v) and the counterpart of the LNR OP Partnership Agreement.

(b) LNR OP shall deliver to LNR Securities:

(i) certificates representing [ ] OP Units to be issued to it, duly executed by LNR OP and issued in the name of LNR Securities;

(ii) any Required Transfer Documentation, executed by LNR OP.

Section 2.5 Interest. LNR OP agrees to transmit to LNR Securities any accrued interest actually received by LNR OP with respect to the Acquired Assets for the period prior to the Closing within 5 Business Days of the receipt thereof by LNR OP. If accrued interest is sent to LNR Securities with respect to the Acquired Assets for the period following the Closing, LNR Securities agrees to transmit any such accrued interest to LNR OP within 5 Business Days of the receipt thereof by LNR Securities.

Section 2.6 Interests Not Assigned. To the extent that the transfer or assignment of any Interests requires the consent of another party thereto, and such consent has not been obtained as of the date hereof, then:

(a) this Agreement shall not constitute an agreement to transfer or assign the same if an assignment or attempted assignment constitutes a breach of such Interests or Documents or a violation of applicable law, unless LNR OP agrees to hold harmless LNR Securities with respect thereto;

(b) the Parties agree to use reasonable commercial efforts to obtain the written consent of the counterparties thereto with respect to the transfer or assignment of such Interests;

(c) the Parties shall in good faith negotiate to effectuate such arrangements as are necessary to put the Parties in as close an economic position as they would be in had the relevant consents been obtained and the relevant Interests assigned contemporaneously herewith. The Parties acknowledge and agree that any such arrangements could require, among other things, (i) LNR Securities to remain subject to its obligations under any Interests with respect to which a consent to assignment is required under the applicable contract but has not been delivered, (ii) LNR OP to perform on behalf of LNR Securities the obligations of LNR Securities under such contract, and to promptly reimburse LNR Securities for any and all reasonable out-of-pocket costs, expenses or losses, including reasonable attorneys’ fees, incurred by LNR Securities as a result of LNR Securities taking, at the request of LNR OP, legal or other action on behalf of or for the benefit of LNR OP with respect to such contracts or as a result of LNR OP’s failure to perform LNR Securities’ obligations under such contracts arising on or after the Closing and to indemnify LNR Securities for any Loss relating to LNR OP’s failure to so perform, (iii) LNR Securities to promptly remit to LNR OP any payments or refunds received by LNR Securities from any party under the applicable contract, (iv) LNR Securities to cooperate in any lawful arrangement requested by LNR OP designed to provide the benefits of the Acquired Assets to the LNR OP, and (v) LNR Securities to enforce, at the request of and for the

account of and the expense of the LNR OP, any rights of LNR Securities arising from any such Documents against any third party, including the right to elect to terminate in accordance with the terms thereof upon the advice of LNR OP, all in a manner consistent with the purposes and intent of this Agreement; and

(d) if and when any such consent shall be obtained, LNR Securities shall promptly transfer or assign, as applicable, such Interests to LNR OP without payment of additional consideration.

ARTICLE III

REPRESENTATIONS AND WARRANTIES
OF LNR SECURITIES

LNR Securities hereby represents and warrants to LNR OP, as of the date of this Agreement, as follows:

Section 3.1 Organization and Authority. LNR Securities is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware with all requisite power and authority to execute and deliver this Agreement and Required Transfer Documentation and to perform the respective obligations to consummate the Contemplated Transactions hereunder and thereunder to be performed by it.

Section 3.2 Execution and Delivery; Valid and Binding Agreement. (a) The execution, delivery and performance by LNR Securities of this Agreement and the Required Transfer Documentation, and the consummation of the Contemplated Transactions, have been duly and validly authorized by all requisite limited liability company proceedings on the part of LNR Securities, and no other limited liability company proceedings on the part of LNR Securities are necessary to authorize the execution, delivery and performance by LNR Securities of this Agreement or the Required Transfer Documentation.

(b) This Agreement has been duly executed and delivered by LNR Securities and, assuming that this Agreement is the valid and binding agreement of LNR OP, constitutes the valid and binding obligation of LNR Securities, enforceable against LNR Securities in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights or by general principles of equity.

Section 3.3 Noncontravention. Neither the execution and the delivery of this Agreement by LNR Securities, nor the consummation by LNR Securities of the Contemplated Transactions, will (a) violate (i) any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction (each, a “Law”) of any Governmental Entity to which LNR Securities is subject, (ii) any provision of the Organizational Documents of LNR Securities, or (iii) any agreement, indenture or instrument to which any of LNR Securities is a party, or (b) require LNR Securities to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Entity or other third party in order for LNR Securities to consummate the Contemplated Transactions, except, in the case of the

foregoing clauses (a)(i), (a)(iii) and (b), for any such violations, conflicts, breaches, defaults, rights of acceleration, terminations, cancellations, requirements or other actions or notices that are not reasonably likely, individually or in the aggregate, to result in a material adverse effect on the Acquired Assets, taken as a whole or the ability of LNR Securities to consummate the Contemplated Transactions.

Section 3.4 Title to Acquired Assets. As of the date of this Agreement, all of the Acquired Assets are owned by LNR Securities and LNR Securities has good title to all of such Acquired Assets, free and clear of Liens other than the Permitted Liens. At Closing, LNR Securities will transfer, and LNR OP will acquire, good and marketable title to the Acquired, free and clear of any Liens other than Permitted Liens.

Section 3.5 Compliance with Laws. LNR Securities has been and is in compliance with all Laws applicable to the Acquired Assets, except where such noncompliance would not result in any change, event or circumstance that has or is reasonably likely, individually or in the aggregate, to have a material adverse effect on the Acquired Assets, taken as a whole or the ability of LNR Securities to consummate the Contemplated Transactions.

Section 3.6 Litigation. As of the date of this Agreement, there is no action, suit, investigation or proceeding pending, or, to the knowledge of LNR Securities, threatened against LNR Securities before any Governmental Entity specifically relating to the ownership of the Acquired Assets. LNR Securities has no pending action against any third party relating specifically to the ownership of the Acquired Assets. There are no unsatisfied judgments or material outstanding orders, writs, injunctions, decrees, settlements, stipulations or awards (whether rendered by a court or Governmental Entity or by arbitration) against LNR Securities specifically relating to the ownership of the Acquired Assets. There is in effect no temporary restraining order, injunction or similar equitable relief applicable to LNR Securities prohibiting or seeking to prohibit consummation of the Contemplated Transactions.

Section 3.7 Certain Securities Law Matters. (a) LNR Securities is an “accredited investor” as such term is defined in Regulation D promulgated under the Securities Act. LNR Securities is acquiring the OP Units for its own account for investment and with no present intention of distributing or reselling such securities or any part thereof in any transaction which would constitute a “distribution” within the meaning of the Securities Act. LNR Securities understands that the OP Units have not been registered under the Securities Act or any state securities laws and are being transferred to LNR Securities in part, in reliance on the foregoing representation. LNR Securities understands that the OP Units may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act and any applicable state securities laws, except pursuant to an exemption from such registration under such Act and such laws. LNR Securities is able to bear the economic risk of holding the OP Units for an indefinite period, and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the OP Units. LNR Securities has had the opportunity to perform such due diligence regarding the OP Units as deemed by it to be reasonably necessary and appropriate in the circumstances, and except for the specific representations and warranties set forth herein, is relying solely upon its own due diligence and analysis of the economic, legal and tax aspects of owning the OP Units and consummating the Contemplated Transactions.

(b) LNR Securities is a Qualified Purchaser as defined in Section 2(a)(51) of the Investment Company Act.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF LNR OP

LNR OP hereby represents and warrants to LNR Securities, as of the date of this Agreement, as follows:

Section 4.1 Organization of LNR OP. LNR OP is a limited partnership duly formed, validly existing, and in good standing under the laws of the State of Delaware with all requisite power and authority to execute and deliver this Agreement and Required Transfer Documentation to be delivered by it and to perform the respective obligations to consummate the Contemplated Transactions hereunder and thereunder to be performed by it.

Section 4.2 Execution and Delivery; Valid and Binding Agreement. (a) The execution, delivery and performance by LNR OP of this Agreement and the Required Transfer Documentation, and the consummation of the Contemplated Transactions, have been duly and validly authorized by all requisite limited partnership proceedings on the part of LNR OP, and no other limited partnership proceedings on its part are necessary to authorize the execution, delivery and performance of this Agreement or the Required Transfer Documentation.

(b) This Agreement has been duly executed and delivered by LNR OP and, assuming that this Agreement is the valid and binding agreement of LNR Securities, constitutes the valid and binding obligation of LNR OP, enforceable against LNR OP in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights or by general principles of equity.

Section 4.3 Noncontravention. Neither the execution and the delivery of this Agreement nor the consummation of the Contemplated Transactions, will to LNR OP’s knowledge (a) violate (i) any Law to which LNR OP is subject, (ii) any provision of LNR OP’s Organizational Documents, or (iii) any agreement, indenture or instrument to which the Buyer is a party, or (b) require LNR OP to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Entity or other third party in order for LNR OP to consummate the Contemplated Transactions, except, in the case of the foregoing clauses (a)(i), (a)(iii) and (b), for any such violations, conflicts, breaches, defaults, rights of acceleration, terminations, cancellations, requirements or other actions or notices that are not reasonably likely, individually or in the aggregate, to result in a material adverse effect on the OP Units.

Section 4.4 Certain Securities Law Matters. (a) LNR OP is an “accredited investor” as such term is defined in Regulation D promulgated under the Securities Act. LNR OP is acquiring the Interests for its own account for investment and with no present intention of distributing or reselling such securities or any part thereof in any transaction which would

constitute a “distribution” within the meaning of the Securities Act. LNR OP understands that the Interests have not been registered under the Securities Act or any state securities laws and are being transferred to LNR OP in part, in reliance on the foregoing representation. LNR OP understands that the Interests may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act and any applicable state securities laws, except pursuant to an exemption from such registration under such Act and such laws. LNR OP is able to bear the economic risk of holding the Interests for an indefinite period, and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Interests. LNR OP has had the opportunity to perform such due diligence regarding the Interests as deemed by it to be reasonably necessary and appropriate in the circumstances, and except for the specific representations and warranties set forth herein, is relying solely upon its own due diligence and analysis of the economic, legal and tax aspects of owning the Interest sand consummating the Contemplated Transactions.

(b) LNR OP is a Qualified Purchaser as defined in Section 2(a)(51) of the Investment Company Act.

ARTICLE V

COVENANTS OF THE PARTIES

Section 5.1 Consents and Approvals. Subject to the terms hereof, with respect to any consents, approvals or filings which have not been obtained or made as of the date hereof, or which by the nature of the relevant consent, approval or filing cannot be obtained or made prior to Closing, the Parties shall use their respective commercially reasonable efforts to, as promptly as practicable (i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to obtain such consents or approvals (ii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Required Transfer Documentation required under any applicable federal or state securities Laws and any other applicable Law, and (iii) execute and/or deliver any additional instruments necessary to fully carry out the purposes of this Agreement. The Parties shall cooperate with each other in connection with obtaining such consents or approvals or the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing. The Parties shall use their respective commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with any of the transactions contemplated hereby.

Section 5.2 Further Assurances. The Parties shall cooperate reasonably with each other and with their respective representatives in connection with any steps required to be taken as part of their respective obligations under this Agreement, and shall (a) furnish upon request to each other such further information; (b) execute and deliver to each other such other documents; and (c) do such other acts and things, all as the other party may reasonably request for the purpose of carrying out the intent of this Agreement; provided, however, that neither

Party shall be required to make any material change to its business, expend any material funds or incur any other material burden in order to comply with this Section 5.2.

ARTICLE VI

SURVIVAL AND INDEMNITY

Section 6.1 Survival. All of the representations and warranties of LNR Securities contained in Article III above, and all of the representations and warranties of the LNR OP contained in Article IV above, shall survive the Closing hereunder and continue in full force and effect for a period of one year following the Closing Date. The Parties’ respective covenants and agreements to be performed at or after the Closing Date contained in this Agreement shall survive indefinitely unless otherwise set forth herein.

Section 6.2 Indemnification by LNR Securities. LNR Securities agrees to indemnify LNR OP and its Affiliates and their officers, directors, managers, members, employees and stockholders (collectively, the “LNR OP Indemnified Parties”) from, and hold them harmless against any Losses, which any of the LNR OP Indemnified Parties sustain that are caused by, arise out of or are a result of any of the following: (i) any material breach of any of the representations and warranties of LNR Securities contained in this Agreement (except for those representations and warranties that are qualified by materiality, for which LNR Securities agrees to indemnify for any breach); (ii) any material breach of, or failure to perform, any agreement of LNR Securities contained in this Agreement, or (iii) the Excluded Liabilities.

Section 6.3 Indemnification by LNR OP. LNR OP agrees to indemnify LNR Securities, and its Affiliates, officers, directors, managers, members, employees and stockholders (collectively, the “ LNR Securities Indemnified Parties”) from, and hold them harmless against, any Losses which any of the LNR Securities Indemnified Parties suffer, sustain or become subject to that are caused by or are a result of any of the following: (i) any material breach of any of the representations and warranties of LNR OP contained in this Agreement (except for those representations and warranties that are qualified by materiality, for which LNR OP agrees to indemnify for any breach), (ii) any material breach of, or failure to perform, any agreement of LNR OP contained in this Agreement, or (iii) the Assumed Liabilities.

ARTICLE VII

MISCELLANEOUS

Section 7.1 Press Releases and Public Announcements. No Party shall issue any press release or make any public announcement relating to the subject matter of this Agreement without the prior written approval of the other Party; provided, however, that any Party may make any public disclosure required by applicable Law (in which case the disclosing Party will use commercially reasonable efforts to advise the other Party prior to making the disclosure).

Section 7.2 Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes any prior understandings, agreements, or representations by or between the Parties, written or oral, to the extent they related in any way to the subject matter hereof and thereof.

Section 7.3 Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party.

Section 7.4 Counterparts. This Agreement may be executed in one or more counterparts, and by different parties on different counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.

Section 7.5 Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 7.6 Notices. All notices, requests, demands, claims, and other communications hereunder will be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given if (and then three Business Days after) it is sent by registered or certified mail, return receipt requested, postage prepaid, and addressed to the intended recipient as set forth below:

If to LNR Securities:

LNR Securities Holdings, LLC
c/o LNR Property Holdings Ltd.
1601 Washington Avenue, Suite 800

Miami Beach, Florida 33139
Attention: General Counsel
Facsimile: (305) 695-5500

Copy to:

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022
Facsimile: (212) 593-5955
Attention: André Weiss, Esq.

If to the LNR OP:

LNR Capital Operating Partnership, LP
c/o LNR Property Holdings Ltd.
1601 Washington Avenue, Suite 800

Miami Beach, Florida 33139
Attention: General Counsel
Facsimile: (305) 695-5500

Copy to:

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022
Facsimile: (212) 593-5955
Attention: André Weiss, Esq.

Any Party may send any notice, request, demand, claim, or other communication hereunder to the intended recipient at the address set forth above using any other means (including personal delivery, expedited courier, messenger service, telecopy, telex, ordinary mail, or electronic mail), but no such notice, request, demand, claim, or other communication shall be deemed to have been duly given unless and until it actually is received by the intended recipient. Any Party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other Party notice in the manner herein set forth. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Any proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement may only be brought against any of the Parties in the courts of the State of New York, County of New York, or, if it has or can acquire jurisdiction, in the United States District Court for the Southern District of New York, and each of the Parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein.

Section 7.7 Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER AND (C) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH HEREIN.

Section 7.8 Amendments and Waivers. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by the Parties. No waiver by any Party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

Section 7.9 Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

Section 7.10 Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word “including” means “including without limitation.”

[SIGNATURES ON FOLLOWING PAGE]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

	LNR SECURITIES HOLDINGS, LLC


	By:
		Name:
		Title:


	LNR CAPITAL LIMITED PARTNERSHIP

	By: LNR Capital Corporation, its General Partner


	By:
		Name:
		Title:

Section 7.10		Construction

Exhibits		Exhibit Name

A	[the Interests]

ARTICLE I DEFINITIONS

Section 1.1 Definitions. The following terms have the respective meanings ascribed thereto below:

ARTICLE II

CONTRIBUTION AND EXCHANGE

Section 2.1 Exchange. Upon the terms hereof,

Section 2.4 Closing Deliveries. Contemporaneously herewith, and simultaneously with the other Parties’ deliveries hereunder:

(a) LNR Securities shall deliver to LNR OP:

(i) the Acquired Assets, including, without limitation, copies of, and all of LNR Securities right title and interest to, any Documents in its possession or in the possession of a third party custodian;

(ii) the Required Transfer Documentation, executed by LNR Securities and, to the extent required, any third party custodian;

(iii) the original notes duly endorsed in blank;

(iv) all notices and instructions required to be delivered to DTC or any other holder of a global note or entity that maintains the book entry registration system for the Interests, executed by LNR Securities; and

(v) and the counterpart of the LNR OP Partnership Agreement.

(b) LNR OP shall deliver to LNR Securities:

(i) certificates representing [ ] OP Units to be issued to it, duly executed by LNR OP and issued in the name of LNR Securities;

(ii) any Required Transfer Documentation, executed by LNR OP.

Section 2.6 Interests Not Assigned. To the extent that the transfer or assignment of any Interests requires the consent of another party thereto, and such consent has not been obtained as of the date hereof, then:

(a) this Agreement shall not constitute an agreement to transfer or assign the same if an assignment or attempted assignment constitutes a breach of such Interests or Documents or a violation of applicable law, unless LNR OP agrees to hold harmless LNR Securities with respect thereto;

(b) the Parties agree to use reasonable commercial efforts to obtain the written consent of the counterparties thereto with respect to the transfer or assignment of such Interests;

(d) if and when any such consent shall be obtained, LNR Securities shall promptly transfer or assign, as applicable, such Interests to LNR OP without payment of additional consideration.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF LNR SECURITIES

(b) LNR Securities is a Qualified Purchaser as defined in Section 2(a)(51) of the Investment Company Act.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF LNR OP

(b) LNR OP is a Qualified Purchaser as defined in Section 2(a)(51) of the Investment Company Act.

ARTICLE V

COVENANTS OF THE PARTIES

Party shall be required to make any material change to its business, expend any material funds or incur any other material burden in order to comply with this Section 5.2.

ARTICLE VI

SURVIVAL AND INDEMNITY

ARTICLE VII

MISCELLANEOUS

Section 7.2 Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes any prior understandings, agreements, or representations by or between the Parties, written or oral, to the extent they related in any way to the subject matter hereof and thereof.

Section 7.4 Counterparts. This Agreement may be executed in one or more counterparts, and by different parties on different counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.

Section 7.5 Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

ARTICLE I

DEFINITIONS

REPRESENTATIONS AND WARRANTIES
OF LNR SECURITIES