EXCHANGE AGREEMENT among MMA FINANCIAL HOLDINGS, INC. and TABERNA PREFERRED FUNDING III, LTD. Dated as of May 21, 2015

A. Reference is made to that certain Junior Subordinated Indenture dated as of June 30, 2009, by and between the Company and The Bank of New York Mellon Trust Company, National Association, a national banking association, as trustee (the “Trustee”), as modified by that certain First Supplemental Indenture thereto executed as of November 21, 2012 and effective by agreement of the parties as of May 1, 2012, and that certain Second Supplemental Indenture thereto dated as of the date hereof (as so supplemented, the “Original Indenture”).

B. Taberna is the holder of junior subordinated notes in the aggregate principal amount of $31,307,536 maturing on July 30, 2035, copies of which are attached hereto as Exhibit A (the “Participating Securities”).

C. The Company proposes to issue Promissory Notes in the aggregate principal amount of $27,116,986 maturing on July 30, 2035 (the “Promissory Notes”) to Taberna in the form attached hereto as Exhibit B (the Promissory Notes being together referred to herein as the “New Securities”).

D. On the terms and subject to the conditions set forth in this Agreement, the Company and Taberna have agreed to exchange the Participating Securities for the New Securities.

1. Definitions.    This Agreement and the New Securities are collectively referred to herein as the “Operative Documents”.  All other capitalized terms used but not defined in this Agreement shall have the respective meanings ascribed thereto in the Original Indenture. The following terms shall have the following meanings:

(i) the Original Indenture;

(ii) all amounts payable to Taberna under the Participating Securities and the Original Indenture;

(iii) all claims (including “claims” as defined in Section § 101(5) of the
Bankruptcy Code), suits, causes of action, and any other right of Taberna, whether known or unknown, against the Company or any of its Affiliates, agents, representatives, contractors, advisors, 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 Taberna against any attorney, accountant, financial advisor, or other entity arising under or in connection with the Participating Securities and the Original Indenture or the transactions related thereto or contemplated thereby;

(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 Taberna under the Participating Securities and the Original Indenture, other than fees, costs and expenses payable to Taberna 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.

2. Exchange of Participating Securities for the New Securities.

(a) The Company agrees to issue the New Securities and has requested that Taberna accept such New Securities in exchange for the Participating Securities, and Taberna hereby accepts such New Securities in exchange for the Participating Securities upon the terms and conditions set forth herein.

(b) The closing of the exchange contemplated herein shall occur at the offices of Gallagher Evelius & Jones LLP in Baltimore, Maryland (the “Closing Room”),  or such other place as the parties hereto shall agree, at 11:00 a.m. New York time, on May 21, 2015 or such later date as the parties may agree (such date and time of delivery the “Closing Date”).  The Company and Taberna hereby agree that the exchange (the “Exchange”) will occur in accordance with the following requirements:

(i) TP Management, LLC (as collateral manager for Taberna) shall deliver an issuer order instructing the trustee (in such capacity,  “CDO Trustee”) under the indenture pursuant to which the CDO Trustee serves as trustee for the holders of the Participating Securities to exchange the Participating Securities for the New Securities.

(ii) The Participating Securities and the New Securities shall be delivered to the Closing Room, copies of which shall have previously been made available for inspection, if so requested.

(iii) The Company shall execute the New Securities and deliver them to the Holders.

(iv) The Company shall cause the Trustee to, upon receipt of the Participating Securities and receipt of direction to do so, cancel them in accordance with the terms of Section 3.8 of the Original Indenture.

(v) The Company shall cause the Trustee to acknowledge the full satisfaction and discharge of the Original Indenture, and the Original Indenture shall cease to be of further effect, except with respect to any rights and obligations under or referenced in Section 4.1 of the Original Indenture, which shall survive such satisfaction and discharge, and the Company and the Trustee shall be released from and against all of their respective liabilities, obligations and covenants under the terms of the Original Indenture and the Participating Securities, subject to the survival of specified provisions as set forth in Section 4.1 of the Original Indenture.

(vi) Simultaneously with the occurrence of the events described in subsections (iii) and (iv) hereof, (A) Taberna irrevocably transfers, assigns, grants and conveys the Taberna Transferred Rights to the Company and the Company assumes all rights of Taberna, as the Holder of the Participating Securities and the Taberna Transferred Rights and (B) each Holder shall be entitled to all of the rights, title and interest of a Holder under the terms of the New Securities and any other Operative Documents.

The Company shall pay to the Trustee all of such party’s reasonable legal fees, costs and other expenses in connection with the Exchange, as well as all other accrued and unpaid fees, costs and expenses under the Original Indenture, if any.

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 New Securities.

(b) Gallagher Evelius & Jones LLP, counsel for the Company (the “Company Counsel”), shall have delivered an opinion, dated as of the Closing Date, addressed to each Holder and to the Trustee, in substantially the form set forth in Exhibit E 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 the Holders and the Trustee, and upon such other documents as such counsel may, in their reasonable opinion, deem appropriate as a basis for the Company Counsel’s opinion. The Company Counsel may specify the jurisdictions in which they are admitted to practice and that they are not admitted to practice in any other jurisdiction and are not experts in the law of any other jurisdiction.

(c) The Company shall have furnished to the Holders a certificate of the Company, signed by the Chief Executive Officer, President or an Executive Vice President, and the Chief Financial Officer, Treasurer or Assistant Treasurer of the Company, in their capacities as such, dated as of the Closing Date, stating that the representations and warranties in this

(d) The Company shall have paid to TP Management, LLC, for its own account, a single administrative fee in the amount of $281,000 for the Exchange.

(e) Prior to the Closing Date, the Company shall have furnished to the Holders and their counsel such further information, certificates and documents as the Holders or such counsel may reasonably request.

4. Representations and Warranties of the Company.    The Company represents,  warrants and covenants to Taberna, as holder of the Participating Securities, and with the Holders, as follows:

(a) It (i) is duly organized and validly existing under the laws of its jurisdiction of organization or incorporation, and (ii) has full power and authority to execute, deliver and perform its obligations under this Agreement and the other Operative Documents.

(b) None of the New Securities or the Exchange is 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 any Operative Documents with the actual intent to hinder, delay, or defraud any creditor and (ii) received reasonably equivalent value in exchange for its obligations under the Operative Documents.

(c) It (i) is a sophisticated entity with respect to matters such as 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 Taberna, any Holder, TP Management, LLC or the Trustee or any of their

(d) 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 this Agreement or the other Operative Documents and the consummation of the transactions contemplated herein or therein for which Taberna, any Holder, the Trustee or any of their Affiliates could be responsible.

(e) Neither the Company nor any of its “Affiliates” (as defined in Rule 501(b) of Regulation D (“Regulation D”) under the Securities Act (as defined below)), nor any person acting on its or their behalf, has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration of any of the New Securities under the Securities Act; provided that the Company does not make any representations as to any action taken by an Indemnified Party.

(f) Neither the Company nor any of its Affiliates, nor any person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of any of the New Securities; provided that the Company does not make any representations as to any action taken by an Indemnified Party.

(g) The New Securities (i) are not and have not been listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or quoted on a U.S. automated inter-dealer quotation system and (ii) are not of an open-end investment company, unit investment trust or face-amount certificate company that are, or are required to be, registered under Section 8 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), and the New Securities otherwise satisfy the eligibility requirements of Rule 144A(d)(3) promulgated pursuant to the Securities Act (“Rule 144A(d)(3)”).

(h) Neither the Company nor any of its Affiliates, nor any person acting on its or their 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 New Securities.

(i) 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.

(j) Each of this Agreement and the other Operative Documents 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

(k) The New Securities have been duly authorized and executed by the Company and, when delivered to the Holders in exchange for the Participating Securities, will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity.

(l) Neither the issue of the New Securities and exchange of the New Securities for the Participating Securities, nor the execution and delivery of and compliance with the Operative Documents by the Company, nor the consummation of the transactions contemplated herein or therein, (i) will conflict with or constitute a violation or breach of (x) the charter or bylaws or similar organizational documents of the Company or its Significant Subsidiaries 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 Significant Subsidiaries or their respective properties or assets (each a “Governmental Entity” and collectively, the “Governmental Entities”), (ii) will conflict with or constitute a violation or breach of, or a default or Repayment Event (as defined below) 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 court, Governmental Entity or arbitrator, except, in the case of clause (i)(y) or this clause (ii), 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 the Operative Documents and (Y) would not, singly or in the aggregate, have a Material Adverse Effect or (iii) will require the consent, approval, authorization or order of any court or Governmental Entity. As used herein, a “Repayment Event” means 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 subsidiaries prior to its scheduled maturity. Notwithstanding the foregoing, solely for the purposes of subclause (ii) no conflict, breach, violation, default, Repayment Event, Lien or Material Adverse Effect will be deemed to have occurred unless (a) acknowledged by the Company in its reasonable judgment or (b) adjudicated by a court of competent jurisdiction.

(m) The Company has all requisite power and authority to own, lease and operate its properties and 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

(n) The Company has no subsidiaries that are material to its business, financial condition or earnings, other than those Significant Subsidiaries listed in Exhibit D attached hereto (which Exhibit D includes each of the Company’s Significant Subsidiaries). Each Significant Subsidiary is a corporation, partnership or limited liability company duly and properly incorporated or organized or formed, as the case may be, validly existing and in good standing under the laws of the jurisdiction in which it is chartered or organized or formed, with all requisite corporate 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 as a foreign corporation, partnership or limited liability company, as applicable, and is in good standing 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.

(o) 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 Governmental 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.

(p) All of the issued and outstanding Equity Interests of the Company and each of its Significant Subsidiaries are validly issued, fully paid and non-assessable; all of the issued and outstanding Equity Interests of each consolidated subsidiary of the Company is owned by the Company, directly or through subsidiaries, free and clear of any Lien, claim, or equitable right; and none of the issued and outstanding Equity Interests of the Company or any Significant Subsidiary was issued in violation of any preemptive or similar rights arising by operation of law, under the charter or by-laws of such entity or under any agreement to which the Company or any of its Significant Subsidiaries is a party.

(q) Except as set forth in Schedule 4(q) attached hereto, neither the Company nor any of its Significant Subsidiaries is (i) in violation of its respective charter or by-laws or similar organizational documents or (ii) in monetary default of any payment obligation contained in any contract, indenture, mortgage, loan agreement, note, lease or other agreement or instrument to which the Company or any such 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.

(r) Except as set forth in the 1934 Act Report (as defined below), there is no action, suit or proceeding before or by any Governmental Entity, arbitrator or court, domestic or foreign, now pending or, to the knowledge of the Company after due inquiry, threatened against or affecting the Company or any of its Significant Subsidiaries, 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 the Operative Documents or have a Material Adverse Effect; and the aggregate of all pending legal or governmental proceedings to which the Company or any of its Significant 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.

(s) KPMG LLP is currently the independent public accountants of MMA and its subsidiaries within the meaning of the Securities Act, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder.

(t) The audited consolidated financial statements (including the notes thereto) and schedules of MMA and its consolidated subsidiaries for the fiscal year ended December 31, 2014 (the “Financial Statements”) filed with the Commission are the most recent publicly available audited consolidated financial statements of MMA and its consolidated subsidiaries, respectively, and fairly present in all material respects, in accordance with U.S. generally accepted accounting principles (“GAAP”), the financial position of MMA 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 and subject to normal recurring adjustments in the ordinary course).

(u) As of December 31, 2014, the Company has no debt for money borrowed except as set forth in the 1934 Act Report (as defined below).  Since December 31, 2014, the Company’s indebtedness for money borrowed has not materially increased.

(v) Since the date of the Financial Statements, there has not been any dividend
or distribution of any kind declared, paid or made by MMA on its common Equity Interests.

(w) MMA’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 filed with the Commission in accordance with the Exchange Act, at the time it was filed with the Commission (the “1934 Act Report”), 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, as of the date of the 1934 Act Report, except as disclosed therein, the 1934 Act Report 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; and other than such instruments, agreements, contracts and other documents as are filed as exhibits to the 1934 Act Report, there are no instruments, agreements, contracts or documents of a character described in Item 601 of Regulation S-K promulgated by the Commission to which MMA or any of its subsidiaries is a party that are required to be so filed in connection with the 1934 Act Report. 

(x) No labor dispute with the employees of the Company or any of its subsidiaries exists or, to the knowledge of the Company, is imminent, except those which would not, singly or in the aggregate, have a Material Adverse Effect.

(y) 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 under the Operative Documents, as applicable, or the consummation by the Company of the transactions contemplated by the Operative Documents.

(z) The Company and each of its Significant Subsidiaries has good and
marketable title to all of its respective real and personal property, in each case free and clear of all Liens and defects, except for those 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 of the Company 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.

(aa) The Company and each Significant Subsidiary has timely and duly filed (or filed extensions thereof (and which extensions are presently in effect)) all Tax Returns (as defined below) required to be filed by them, except where such would not, singly or in the aggregate, have a Material Adverse Effect, 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 all material respects all Taxes (as defined below) required to be paid by them (whether or not such amounts are shown as due on any Tax Return), except for any Taxes that are being disputed in good faith and for which adequate reserves are held. There are no material federal, state or other Tax audits or deficiency assessments proposed or pending with respect to the Company or any of the Significant Subsidiaries, and no such audits or assessments are threatened. 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.

(bb) Interest payable by the Company on the New Securities is deductible by the Company for United Stated Federal income tax purposes and there are no rulemaking or similar proceedings before the U.S. Internal Revenue Service or comparable federal, state, local or foreign government bodies which involve or affect the Company or any subsidiary, which, if the subject

(cc) Except as disclosed in the 1934 Act Report, the books, records and accounts of MMA and its subsidiaries accurately and fairly reflect, in reasonable detail, the transactions in, and dispositions of, the assets of, and the results of operations of, MMA and its subsidiaries. Except as disclosed in the 1934 Act Report, MMA and each of its subsidiaries maintains a system of internal accounting controls to provide reasonable assurances 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, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(dd) The Company and the 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 or propose to engage after giving effect to the transactions contemplated hereby including but not limited to, real or personal property owned or leased against theft, damage, destruction, act of vandalism and all other risks customarily insured against. All policies of insurance and fidelity or surety bonds insuring the Company or any of the Significant Subsidiaries or the Company’s or 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 necessary to continue its business at a cost that would not have a Material Adverse Effect. 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.

(ee) The Company and its Significant Subsidiaries or, to the knowledge of the Company’s senior executive officers, any person acting on behalf of the Company and its Significant Subsidiaries including, without limitation, any director, officer, agent or employee of the Company or its subsidiaries has not, directly or indirectly, while acting on behalf of the Company and its subsidiaries (i) used any corporate 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 funds; (iii) violated any provision of the Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any other unlawful payment.

(ff) Neither the Company nor its Affiliates intend to (a) file a voluntary petition with any bankruptcy court of competent jurisdiction or be the subject of any petition under Title 11 of the U.S. Code, as amended (the “Bankruptcy Code”); (b) be the subject of any order for relief issued under the Bankruptcy Code; (c) file or be the subject of any petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future federal or state act or law relating to bankruptcy, insolvency, or other

(gg) Except as would not, individually or in the aggregate, result in a Material Adverse Effect, (i) to the Company’s actual knowledge, without investigation, the Company and its subsidiaries have been and are in material compliance with applicable Environmental Laws (as defined below), (ii) to the Company’s actual knowledge, without investigation, neither the Company, nor any of its subsidiaries has at any time released (as such term is defined in CERCLA (as defined below)) or otherwise disposed of Hazardous Materials (as defined below) on, to, in, under or from any of the real properties currently or previously owned, leased or operated by the Company or any of its Significant Subsidiaries (collectively, the “Properties”) other than in compliance with all applicable Environmental Laws, (iii) to the Company’s actual knowledge, without investigation, neither the Company nor any of its subsidiaries has used the Properties, other than in compliance with applicable Environmental Laws, (iv) neither the Company nor any of its subsidiaries has received any written notice of, or has any actual knowledge (without investigation) of any occurrence or circumstance which, with notice or passage of time or both, is reasonably likely to give rise to a claim under or pursuant to any Environmental Law with respect to the Properties, or their respective assets or arising out of the conduct of the Company or its subsidiaries, (v) to the Company’s actual knowledge, without investigation, none of the Properties are included or proposed for inclusion on the National Priorities List issued pursuant to CERCLA by the United States Environmental Protection Agency or proposed for inclusion on any similar list or inventory issued pursuant to any other Environmental Law or issued by any other Governmental Entity, (vi) to the Company’s actual knowledge, without investigation, none of the Company, any of its Significant Subsidiaries or agents or any other person or entity for whose conduct any of them is reasonably likely to be held responsible, has generated, manufactured, refined, transported, treated, stored, handled, disposed, transferred, produced or processed any Hazardous Material at any of the Properties, except in compliance with all applicable Environmental Laws, (vii) to the Company’s knowledge, without investigation, no lien has been imposed on the Properties by any Governmental Entity in connection with the presence on or off such Property of any Hazardous Material, and (viii) none of the Company, any of its Significant Subsidiaries or, to the Company’s actual knowledge (without investigation), any other person or entity for whose conduct any of them is reasonably likely to be held responsible, has entered into or been subject to any consent decree, compliance order, or administrative order in connection with an Environmental Law with respect to the Properties or any facilities or improvements or any operations or activities thereon.

(hh) As used herein, “Hazardous Materials” shall include, without limitation, any flammable materials, explosives, radioactive materials, hazardous materials, hazardous substances, hazardous wastes, toxic substances or related materials, asbestos, petroleum, petroleum products and any hazardous material as defined by any federal, state or local environmental law, statute, ordinance, rule or regulation, including, without limitation, the

5. Representations and Warranties of Taberna.  Taberna represents, warrants and covenants to the Company as follows:

(a) It (i) is duly organized and validly existing under the laws of its jurisdiction of organization or incorporation, and (ii) has full power and authority to execute, deliver and perform its obligations under 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 and the Trustee of the Operative Documents to which each is a party, will be its legal, valid and binding obligation, 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.

(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 it of its obligations under this Agreement or to consummate the transactions contemplated herein.

(d) It is a “Qualified Purchaser” as such term is defined in Section 2(a)(51) of the Investment Company Act.

(e) It is the sole legal and beneficial owner of the Participating Securities and the Taberna Transferred Rights and shall deliver the Participating Securities free and clear of any Lien.

(f) 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,

(g) The outstanding principal amount of its respective Participating Securities is the face amount as set forth in such Participating Securities.

(h) It is aware that the New Securities 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) 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.

(i) It is an “accredited investor,” as such term is defined in Rule 501(a) of Regulation D under the Securities Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the risks and merits of exchanging the Participating Securities for the New Securities. Without characterizing the Participating Securities or the Taberna Transferred Rights as a “security” within the meaning of the applicable securities laws, it has not made any offers to sell, or solicitations of any offers to buy, all or any portion of the Participating Securities or Taberna Transferred Rights in violation of any applicable securities laws.

(j) Neither it nor any of its Affiliates, nor any person acting on its or its Affiliate’s behalf has engaged, or will engage, in any form of “general solicitation or general advertising” (within the meaning of Regulation D under the Securities Act) in connection with any offer or sale of the New Securities.

(k) It understands and acknowledges that (i) no public market exists for any of the New Securities and that it is unlikely that a public market will ever exist for the New Securities, (ii) such Holder is purchasing the New Securities for its own account, for investment and not with a view to, or for offer or sale in connection with, any 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 Securities 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 New Securities contained in the New Securities, and (iii) 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 New Securities.

(l) 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 herein for which the Company could be responsible.

(m) 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

6. Covenants and Agreements of the Company.  The Company covenants and agrees with Taberna and the Holders as follows:

(a) The Company will not, nor will it permit any of its Affiliates or any person acting on their behalf to, engage in any “directed selling efforts” within the meaning of Regulation S under the Securities Act with respect to the New Securities.

(b) The Company will not, and will not permit any of its Affiliates or any person acting on its or their 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 New Securities under the Securities Act.

(c) The Company will not, and will not permit any of its Affiliates or any person acting on its or their behalf to, engage in any form of “general solicitation or general advertising” (within the meaning of Regulation D) in connection with any offer or sale of the any of the New Securities.

(d) So long as any of the New Securities are outstanding, (i) the New Securities shall not be listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in a U.S. automated inter-dealer quotation system and (ii) the Company shall not be 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, and, the New Securities shall otherwise satisfy the eligibility requirements of Rule 144A(d)(3).

(e) The Company will, during any period in which it is not subject to and in compliance with Section 13 or 15(d) of the Exchange Act, or it is not exempt from such reporting requirements pursuant to and in compliance with Rule 12g3-2(b) under the Exchange Act, provide to each Holder, upon the request of such Holder, any information required to be provided by Rule 144A(d)(4) under the Securities Act. If the Company is required to register under the Exchange Act, such reports filed in compliance with Rule 12g3-2(b) shall be sufficient information as required above. This covenant is intended to be for the benefit of the Holders.

(f) Except with respect to the exchange of the Company’s junior subordinated notes for promissory notes which are substantially similar to the New Securities upon substantially the same terms as the Exchange, the Company will not, until one hundred eighty (180) days following the Closing Date, without the Holders’ prior written consent, offer, sell, contract to sell, grant any option to purchase or otherwise dispose of directly or indirectly to a prospective purchaser (a “Purchaser” or the “Purchasers”), (i) any New Securities or other securities substantially similar to the New Securities, or (ii) any other securities convertible into, or

(g) 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 disclosure is required by applicable statute, court of law, regulatory authority or securities exchange.

7. Payment of Expenses.  In addition to the obligations agreed to by the Company under Section 2(b)(vii) herein, the Company agrees to pay all costs and expenses 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 New Securities and any taxes payable in connection therewith; (ii) all reasonable third-party costs incurred by Taberna in connection herewith, including the reasonable fees and disbursements of counsel to Taberna; (iii) the fees and expenses of counsel, accountants and any other experts or advisors retained by the Company; and (iv) the fees and all reasonable expenses of the Trustee and any other trustee or paying agent appointed under the Operative Documents, including the reasonable fees and disbursements of counsel for such trustees.

8. Indemnification.  (a) The Company agrees to indemnify and hold harmless the Trustee, the Holders, Taberna, TP Management, LLC and their respective Affiliates (collectively, the “Indemnified Parties”), the Indemnified Parties’ respective directors, officers, employees and agents and each person, if any, who controls the Indemnified Parties within the meaning of the Securities Act or the Exchange Act 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) any untrue statement or alleged untrue statement of a material fact contained in any information or documents provided to Taberna or TP Management, LLC by or on behalf of the Company in accordance with the terms hereof, (ii) any omission or alleged omission to state a material fact required to be stated or necessary to make the statements contained herein, in light of the circumstances under which they were made, not misleading, (iii) the breach or alleged breach of any representation, warranty, or agreement of the Company contained in any information provided to Taberna or TP Management, LLC by or on behalf of the Company in accordance with the terms hereof,  (iv) any action taken by the Company in respect of its obligations under the Original Indenture or failure of the Company to comply with any provisions of the Original Indenture, or (v) the execution and delivery by the Company of the Operative Documents and the consummation of the transactions contemplated herein and therein other than transaction costs, except in the case of clauses (i) through (v) immediately above to the extent such losses, damages or liabilities (or actions in respect thereof) are determined in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from an

9. Additional Waiver.  Notwithstanding anything to the contrary contained herein, Taberna hereby waives (i) any default or Event of Default under the Original Indenture and all of its consequences if and to the extent such default or Event of Default is deemed to have occurred on or prior to the date of the execution of this Agreement by reason of the Company failing to pay to the Holders of Securities the principal of and any premium and interest (including any Additional Interest) on the Securities as and when the same became due and payable in accordance with their terms and with respect to the issuance of Officers’ Certificates under Section 10.3 of the Original Indenture covering any period prior to the date of the execution of this Agreement, and (ii) the requirement of the Trustee to give the Holders notice of any such defaults pursuant to Section 6.3 of the Original Indenture and directs the Trustee to disregard any such requirement in connection with the same such defaults.

10. 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

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 C.

13. Successors and Assigns.  This Agreement will inure to the benefit of and be binding upon the parties hereto and their 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 their successors, assigns, heirs and legal representatives, any right or obligation hereunder.  Without limiting the generality of the foregoing, the Trustee shall be an express third party beneficiary of this Agreement with respect to the provision of Section 8 hereof.  None of the rights or obligations of the Company under this Agreement may be assigned, whether by operation of law or otherwise, without Taberna’s prior written consent. The rights and obligations of the Holders under this Agreement may be assigned by the Holders without the Company’s consent; provided that the assignee assumes the obligations of any such Holders under this Agreement.

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 SECTION 5-1401 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.

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.

(i) based solely upon our review of a Good Standing Certificate issued by the State of Florida Department of State dated May 12,  2015, the Company is validly existing as a corporation in good standing under the laws of the State of Florida with full corporate power and authority to own or lease its properties and to conduct its business;

(ii) the Guarantor is validly existing as a limited liability company in good standing under the laws of the State of Delaware with full power and authority to own or lease its properties and to conduct its business;

(iii) the Second Supplemental Indenture (the “Second Supplemental Indenture”)   to the Junior Subordinated Indenture dated as of June 30, 2009, by and between the Company and The Bank of New York Mellon Trust Company, National Association, a national banking association, as trustee, as modified by that certain First Supplemental Indenture thereto dated as of May 1, 2012, has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except that the enforcement thereof is subject to (i) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding to enforce the Second Supplemental Indenture may be brought (regardless of whether such enforcement is considered in a proceeding in equity or at law);

the New Securities have been duly authorized, executed and delivered by the Company and constitute the valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms, except that the enforcement thereof is subject to (i) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding to enforce the New Securities may be brought (regardless of whether such enforcement is considered in a proceeding in equity or at law);

(iv) the Exchange Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except that the enforcement thereof is subject to (i) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding to enforce the Exchange Agreement may be brought (regardless of whether such enforcement is considered in a proceeding in equity or at law), and except to the extent that enforceability of the indemnification

(v) the Guaranty has been duly authorized, executed and delivered by the
Guarantor and constitute a valid and legally binding obligation of the Guarantor enforceable against the Guarantor in accordance with their terms, except that the enforcement thereof is subject to (i) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding to enforce the Guarantees may be brought (regardless of whether such enforcement is considered in a proceeding in equity or at law);

(vi) assuming the truth and accuracy of the representations and warranties of Taberna and the Company in the Exchange Agreement, no registration under the Securities Act of 1933, as amended (the “Securities Act”) of the New Securities is required in connection with the Exchange and the issuance of the New Securities as contemplated in the Exchange Agreement;

(vii) none of (a) the issuance of the New Securities, (b) the Exchange or (c) the execution and delivery of and compliance with the Operative Documents by the Company and the Guarantor, as applicable, and the consummation of the transactions contemplated thereby will constitute a breach or violation of (1) any Applicable Law or, to our knowledge, any judgment order or decree that is material to the Company or the Guarantor, (2) the Articles of Incorporation of the Company dated May 6, 1988, as amended by the Amendment to Articles of Incorporation dated April 12, 1989 and the Articles of Amendment dated December 20, 2004 or current Bylaws of the Company as in full force and effect since May 31, 1988, or (3) the Second Amended and Restated Certificate of Formation and Operating Agreement of the Guarantor dated June 11, 2012 or the Third Amended and Restated Bylaws of the Guarantor dated September 6, 2007; and

(viii) except for filings, registrations or qualifications that may be required by
applicable securities laws (including the securities or blue sky laws of the various states), no filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental body or agency is required in connection with the consummation of the transactions contemplated in the Operative Documents.