0000898430-02-004231 Sample Contracts

EXCHANGE AGREEMENT by and among KENNEDY-WILSON, INC., WILLIAM J. MCMORROW, and THE SEVERAL PURCHASERS NAMED IN SCHEDULE I
Exchange Agreement • November 15th, 2002 • Kennedy Wilson Inc • Real estate agents & managers (for others) • New York

This EXCHANGE AGREEMENT is entered into (as amended, modified and supplemented from time to time, this “Agreement”) by and among KENNEDY-WILSON, INC., a Delaware corporation (the “Company”), WILLIAM J. MCMORROW, an individual residing in Los Angeles, California (the “Managing Stockholder”), and the SEVERAL PURCHASERS named in the attached Schedule I (individually a “Purchaser” and collectively the “Purchasers”).

Contract
Subordinated Note • November 15th, 2002 • Kennedy Wilson Inc • Real estate agents & managers (for others)

THIS DEBENTURE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE LAWS OF ANY STATE OF OTHER JURISDICTION. THIS DEBENTURE MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF.