Common use of Purchase Price Clause in Contracts

Purchase Price. Upon the terms and subject to the conditions of this Agreement, at each Closing, Purchaser shall pay to Seller on the applicable Closing Date, by wire transfer in accordance with the wire instructions of Seller delivered to Purchaser on or prior to such Closing, in U.S. dollars and immediately available funds, such purchase price (each, a “Purchase Price”) equal to the product of (x) the aggregate number of Purchased Shares to be sold to Purchaser at such Closing and (y) $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”). In the event the Company fails to pay a Purchase Price on an applicable Closing Date in accordance with the foregoing, 120% of the sum of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”, and the date of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced by the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share Price.

Purchase Price. Upon the terms and subject Subject to the conditions adjustment set forth in Section 2.5 below, the purchase price for the Purchased Assets is up to $516,000 payable as follows: (a) $255,000 which shall be paid to Seller's legal counsel as escrow agent on the date hereof and (b) up to $261,000 paid from the amounts collected on accounts receivable outstanding at the time of this Agreementclosing (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth herein. Promptly following the date hereof, at each the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At Closing, Purchaser the Buyer, the Seller and the Escrow Agent shall pay enter into an escrow agreement in form and substance satisfactory to the parties (the "Escrow Agreement"). The Escrow Agreement shall provide, among other things, for the establishment of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each of the Buyer and the Seller on shall receive from the applicable Closing Date, by Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in accordance connection with each such payment. Joint authorization in writing signed by each of the wire instructions Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller delivered semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to Purchaser on funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or prior an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to such Closing, in U.S. dollars and immediately available funds, such purchase price (each, a “Purchase Price”i) equal distribute to the product Buyer all of (x) the aggregate number of Purchased Shares funds deposited in the Lock Box with respect to be sold to Purchaser at such Closing the New Receivables, and (yii) $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations distribute to the Seller forty two and similar events) (the “Per Share Price”). In the event the Company fails to pay a Purchase Price on an applicable Closing Date in accordance with the foregoing, 120% of the sum of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”, and the date of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.542.5%) per month of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (prorated for partial monthsthe "Maximum Amount") until paid from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, Buyer shall authorize the Escrow Agent in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt a writing signed by each of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis Buyer and the Default Purchase Price shall be reduced by Seller to distribute the product of (x) amounts to the aggregate number of such Reduced Purchased Shares parties as specified in such Purchase Share Reduction and (y) the Per Share Priceschedule.

Purchase Price. Upon (a) The Discounted Purchase Price is set out in the terms Customer Quote Form or Customer Sales Invoice. The Discounted Purchase Price is the Purchase Price applicable if you assign to us the Small Scale Technology Certificate’s (STCs) which are created in respect of the System. (b) You are required by this Agreement to assign to us the Small Scale Technology Certificate’s created in respect of the System without charge and subject we have agreed to charge the conditions of this Agreement, at each Closing, Purchaser shall pay to Seller on the applicable Closing Date, by wire transfer in accordance with the wire instructions of Seller delivered to Purchaser on or prior to such Closing, in U.S. dollars and immediately available funds, such purchase price (each, a “Purchase Price”) equal to the product of (x) the aggregate number of Purchased Shares to be sold to Purchaser at such Closing and (y) $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”). In the event the Company fails to pay a Discounted Purchase Price on an applicable Closing Date the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in accordance respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the foregoingQuote, 120you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g) The balance of the Purchase Price (either the Discounted Purchase Price of the Full Purchase Price) must be paid to us on the Installation Date, regardless of (but not limited to) connection to Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the completion of panel and inverter installation. If the panels are installed and the inverter is not installed to no fault of Captain Green Solar, you are required to make 80% of the sum of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default balance Purchase Price”. If any meter upgrading is brought to our attention after the installation, and you are still required to pay the date balance of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced by the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share Price.Purchase

Purchase Price. Upon The purchase price for the terms Premises shall be $9.626.300.00 (the "Purchase Price"), the allocation of the Purchase Price among each of the Properties is set forth on Exhibit A attached hereto and subject shall be payable by Buyer to Seller in immediately available funds on the conditions Closing Date. An earnest deposxx xx $100,000.00 (the "Earnest Deposxx") xxall be paid by Buyer to Escrow Agent upon the execution of this Agreement by the parties hereto. The Earnest Deposxx xxxxl be applied toward the Purchase Price at Closing. The Purchase Price shall be absolutely net to Seller, and Buyer shall pay in immediately available funds at the Closing all expenses in connection with the transaction contemplated by this Agreement, including, but not limited to, all escrow fees, title fees, survey fees, recording fees, attorneys' fees, transfer taxes, stamp taxes, privilege taxes, sales and use taxes and any and all other costs and fees associated with the Closing. Buyer shall receive a credit at each Closing, Purchaser shall pay Closing for any prepaid rental paid to Seller in an amount equal to the monthly rental paid by each lessee pursuant to the applicable Lease multiplied by a fraction, the numerator of which is the number of days from and including the Closing Date through and including the last day of the month in which the Closing occurs, and the denominator of which is the total number of days in the month in which the Closing occurs; provided further, however, if Seller receives the Purchase Price on or after 12:00 p.m. (Phoenix, AZ time) on the applicable Closing Date, by wire transfer in accordance with the wire instructions numerator of Seller delivered to Purchaser on or prior to such Closing, in U.S. dollars and immediately available funds, such purchase price (each, a “Purchase Price”) equal to fraction shall be the product of (x) the aggregate number of Purchased Shares to be sold to Purchaser at such Closing days from and (y) $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (including the “Per Share Price”). In day after the event the Company fails to pay a Purchase Price on an applicable Closing Date in accordance with through and including the foregoing, 120% last day of the sum of month in which the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”, and the date of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaseroccurs. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price broker's commission shall be reduced paid by the product of (x) the aggregate number of such Reduced Purchased Shares Seller as set forth in such Purchase Share Reduction and (y) the Per Share PriceSection 21 hereof.

Purchase Price. Upon (a) On the terms and subject to Effective Date of a Bank Assignment by the conditions of this AgreementInitial Lender, at each Closing, Purchaser Bank Lender shall pay to Seller on the applicable Closing Date, Initial Lender at an account to be designated by wire transfer in accordance with the wire instructions of Seller delivered to Purchaser on or prior Initial Lender to such ClosingBank Lender, in U.S. dollars and immediately available funds, such as the purchase price for the Bank Assignment, its pro rata portion (eachbased on the Lender Class Commitments) of the outstanding principal amount of the Notes plus any interest or discount on any Commercial Paper outstanding on the Effective Date, a “in each case to accrue through the then current maturity date of such Commercial Paper (the "CP Purchase Price”) "); provided, however, that the CP Purchase Price paid by any Bank Lender shall not exceed an amount equal to the product of (x) a fraction, the numerator of which is the Bank Lender's Lender Class Commitment and the denominator of which is the aggregate number Lender Class Commitments of Purchased Shares to be sold to Purchaser at such Closing all of the Bank Lenders and (y) $3.00 102% of the outstanding principal amount of Commercial Paper on the Effective Date (in each caseas to any Bank Lender, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”"Maximum Note Commitment Amount"). In the event that the Company fails to pay a Purchase Price on an applicable Closing Effective Date in accordance with the foregoing, 120% of the sum of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”, and the date of any such defaultBank Assignment is not also a date upon which funds shall be required to repay maturing Commercial Paper which remains outstanding on the Effective Date (each such date a "Tranche End Date"), each a “Default Date”) and such Default then the Initial Lender shall hold the CP Purchase Price paid by any Bank Lender and invest such amounts in Permitted Investments as determined by the Initial Lender. On each Tranche End Date the Initial Lender shall bear interest at apply the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid amounts held by it in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt respect of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default CP Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any pay such Purchase Share Reduction maturing Commercial Paper. On the applicable Reduced Purchased Shares (as defined below) Tranche End Date, the Initial Lender shall reduce apply the Default Purchased Shares on a share amounts held by share basis and it in respect of the Default CP Purchase Price to pay such maturing Commercial Paper. On the last Tranche End Date relating to Commercial Paper outstanding on the Effective Date, the Initial Lender shall return to the Lessee any proceeds of such investment which are not required to pay the principal and interest or discount due on maturing Commercial Paper. Concurrently with the payment of the CP Purchase Price to the Initial Lender, the Initial Lender shall (except as set forth in the preceding sentence) have no further obligations or rights from and after such Effective Date, to the extent of the Bank Assignment being effected on such Effective Date, under the Operative Agreements; provided, further, that following the payment of the CP Purchase Price hereunder by any Bank Lender, any unfunded portion of the Maximum Note Commitment Amount of such Bank Lender shall be reduced by the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share Priceterminated.

Purchase Price. Upon On the first Business Day following the Agreement Date, Purchaser shall pay Seller an amount (the “Deposit”) equal to the product of (i) $6,943,463 and (ii) Current Excess Servicing Spread Percentage, without any of the adjustments provided in the Purchase and Sale Agreement for such calculation, as an xxxxxxx money deposit. MSR XII LLC shall act as Purchaser for the Sale Date and for any Subsequent Sale Dates occurring within 90 days following the Sale Date with respect to purchases of current excess servicing spread relating to any Non-Agency Mortgage Loan pursuant to the Purchase and Sale Agreement. For avoidance of doubt, the purchaser for any Subsequent Sale Date occurring after 90 days following the Sale Date will be MSR XIII LLC and not MSR XII LLC, and any related current excess servicing spread shall be sold pursuant to the Current Excess Servicing Spread Acquisition Agreement for Non-Agency Mortgage Loans for MSR XIII LLC and not this Agreement, and MSR XII LLC shall not acquire any interest in such current excess servicing spread. In full consideration for the purchase of the Current Excess Servicing Spread and the rights under the Future Spread Agreement for Non-Agency Mortgage Loans, and upon the terms and subject to the conditions of this Agreement, at each Closing, Purchaser shall pay to Seller on an amount (the applicable Closing Date, by wire transfer in accordance with the wire instructions of Seller delivered to Purchaser on or prior to such Closing, in U.S. dollars and immediately available funds, such purchase price (each, a “Base Purchase Price”) equal to the product of (x) the aggregate number outstanding principal balance of Purchased Shares to be sold to Purchaser at such Closing and the Mortgage Loans as of the Cut-Off Date, (y) $3.00 the Purchase Price Percentage and (in each case, as adjusted z) the Current Excess Servicing Spread Percentage. The Base Purchase Price shall be allocated by the Parties on the Sale Date to reflect the consideration for stock splits, stock dividends, stock combinations, recapitalizations and similar events) the purchase of the Current Excess Servicing Spread hereunder (the “Per Share Purchase Price”)) and the consideration for the rights acquired by Purchaser under the Future Spread Agreement for Non-Agency Mortgage Loans. The Base Purchase Price shall be payable by the Purchaser to the Seller as follows: (a) the Deposit shall be payable on the first Business Day following the Agreement Date, (b) 50% of the estimated Base Purchase Price net of the portion of the Deposit with respect to the applicable Servicing Agreements shall be payable on the Sale Date or the Subsequent Sale Date, as applicable and (c) the portion of the Base Purchase Price with respect to the Mortgage Servicing Rights transferred on such Servicing Transfer Date that has not been paid to Seller by Purchaser as of such date, including with respect to Mortgage Loans that have prepaid between either (x) the Sale Date or Subsequent Sale Date, as applicable, and the initial applicable Servicing Transfer Date or (y) two Servicing Transfer Dates pertaining to the same Mortgage Servicing Rights, plus interest thereon at the Federal Funds Rate for the period from the Sale Date or Subsequent Sale Date, as applicable, to such Servicing Transfer Date or between such Servicing Transfer Dates, shall be payable on the Servicing Transfer Date. The Seller shall deliver the Schedule of Mortgage Loans no later ten (10) Business Days after the Sale Date and any Subsequent Sale Date, as applicable. In the event there is an adjustment and reconciliation of the Seller’s purchase price pursuant to the terms of Section 3.01(d) of the Purchase and Sale Agreement, the Base Purchase Price shall be subject to a corresponding adjustment and any adjustment amounts (including interest) shall be paid by Purchaser or the Seller, as applicable, to the other party within ten (10) Business Days from receipt of satisfactory written verification of amounts due. In the event the Company fails sale of the Current Excess Servicing Spreads related to pay any Servicing Agreement is delayed to a Purchase Price on an applicable Closing Subsequent Sale Date with respect to which MSR XII LLC is the Purchaser in accordance with the foregoing, 120% terms of the sum of Purchase and Sale Agreement and this Agreement, the aggregate Base Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”, and the date of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at to be paid hereunder related to the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible Current Excess Servicing Spreads to be sold hereunder as on such ClosingsSubsequent Sale Date shall be paid on such Subsequent Sale Date, in accordance with the aggregatepreceding provisions of this Section 3.01 as if such Subsequent Sale Date were the Sale Date thereunder, shall be referred to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt net of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery portion of the Default Purchased Shares xxxxxxx money deposit set forth in the first paragraph of Section 3.01 with respect to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced by the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share PriceServicing Agreements.

Purchase Price. Upon The Purchase Price for the Put Shares is $____________ [90% OF THE MARKET PRICE SET FORTH IN PARAGRAPH 5 ABOVE]. The undersigned affirms that the matters set forth in this Statement of Determination of Market Price are true and correct based upon the published reports of Bloomberg Financial, L.P. WAVELAND CAPITAL, LLC By ---------------------- D. Xxxx Xxxxx, Manager EXHIBIT H (Attached to and made a part of the Common Stock Purchase Agreement By and Between Pro Net Link, Corp. and Waveland Capital, LLC) To Purchase _____________ shares of Common Stock of PRO NET LINK CORP. THIS CERTIFIES that, for value received, Waveland Capital, LLC, a Colorado limited liability company (the "Holder"), is entitled, upon the terms and subject to the limitations on exercise and the conditions of this Agreementhereinafter set forth, at each Closing, Purchaser shall pay to Seller on any time after the applicable Closing date hereof (the "Initial Exercise Date, by wire transfer in accordance with the wire instructions of Seller delivered to Purchaser ") and on or prior to such Closingthe close of business on ________, 200_ [A DATE FIVE YEARS AFTER THE DATE HEREOF] (the "Termination Date") but not thereafter, to subscribe for and purchase from Pro Net Link Corp., a corporation incorporated in U.S. dollars and immediately available fundsNevada (the "Company"), such up to ___________ shares (the "Warrant Shares") of Common Stock, $0.001 par value per share, of the Company (the "Common Stock"). The purchase price of one share of Common Stock (each, a “Purchase the "Exercise Price”") equal to under this Warrant shall be $___. The Exercise Price and the product of (x) the aggregate number of Purchased Warrant Shares for which the Warrant is exercisable shall be subject to be sold to Purchaser at such Closing and (y) $3.00 (in each case, adjustment as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”)provided herein. In the event of any conflict between the Company fails terms of this Warrant and the Common Stock Purchase Agreement dated as of March __, 2001 pursuant to pay a which this Warrant has been issued (the "Purchase Price on an applicable Closing Date in accordance with Agreement"), the foregoing, 120% of Purchase Agreement shall control. Capitalized terms used and not otherwise defined herein shall have the sum of the aggregate Purchase Price meanings set forth for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”, and the date of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, terms in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced by the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share PriceAgreement.

Purchase Price. Upon Subject to the terms and subject to the conditions of this Agreement, at each Closingthe Effective Time, Purchaser the aggregate consideration paid by PR for all of the Shares pursuant to the Stock Purchase shall pay to Seller on the applicable Closing Date, by wire transfer be $5,059,000 (as adjusted in accordance with the wire instructions terms of Seller delivered to Purchaser on or prior to such Closing, in U.S. dollars and immediately available funds, such purchase price this Agreement) (each, a the “Purchase Price”) equal to the product of (x) the aggregate number of Purchased Shares to be sold to Purchaser at such Closing and (y) $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”). In the event the Company fails to pay a The Purchase Price on reflects an applicable Closing Date additional $25,000 in accordance with purchase price to offset the foregoingexpense of dissolving BDC as provided in Section 1.02 hereof. At the Effective Time, 120% of the sum of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”, and the date of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares BDC Consolidated Shareholders’ Equity (as defined below) shall reduce not be less than $4,195,000 (the Default Purchased Shares “Minimum BDC Consolidated Shareholders’ Equity”). PR shall pay the Purchase Price by wire transfer of immediately available funds to BDC only upon BDC’s delivery to PR of stock certificates representing the Shares, which certificates shall be duly endorsed in blank or be accompanied by duly executed stock powers. The Purchase Price contemplates that all of the assets of BDC shall be contributed to JSB immediately prior to the Effective Time, except for the Shares, Tax Payments (as defined below) and the right to receive the Purchase Price. JSB shall compute and record the amount which would have been its income tax liability (for both current and deferred taxes) for the period from January 1, 2017, until the Effective Time (the “Stub Period”) as though JSB filed a separate income tax return for such taxable year on a share “Separate Entity Basis” (the “Tax Payments”). The Tax Payments may be paid by share basis JSB to BDC prior to the Effective Time. At no time shall JSB pay or become obligated to pay or otherwise transfer to BDC deferred income tax liability amounts computed for financial statement purposes. To the extent that a net tax loss is incurred by JSB during the Stub Period, and a tax benefit arising from JSB’s tax loss is achieved on BDC’s consolidated return, the Default Purchase Price BDC shall be reduced by pay to JSB the product of (x) the aggregate number amount of such Reduced Purchased Shares tax benefit achieved. PR shall have the right to review these calculations prior to Closing as part of a review of the BDC Consolidated Shareholders Equity. BDC will be responsible for filing the final incomes tax return for BDC following liquidation and for paying all related income taxes.” Each reference in such the Agreement referring to the Merger Consideration shall mean and refer to the Purchase Share Reduction and (y) the Per Share Price.

Purchase Price. Upon On the first Business Day following the Agreement Date, Purchaser shall pay Seller an amount (the “Deposit”) equal to the product of (i) $21,358,151 and (ii) Current Excess Servicing Spread Percentage, without any of the adjustments provided in the Purchase and Sale Agreement for such calculation, as an xxxxxxx money deposit. In full consideration for the purchase of the Current Excess Servicing Spread and the rights under the Future Spread Agreement for FNMA Mortgage Loans, and upon the terms and subject to the conditions of this Agreement, at each Closing, Purchaser shall pay to Seller on the applicable Closing Date, by wire transfer in accordance with Sale Date an amount (the wire instructions of Seller delivered to Purchaser on or prior to such Closing, in U.S. dollars and immediately available funds, such purchase price (each, a “Base Purchase Price”) equal to the product of (x) the aggregate number outstanding principal balance of Purchased Shares to be sold to Purchaser at such Closing and the Mortgage Loans as of the Cut-Off Date, (y) $3.00 the Purchase Price Percentage and (in each case, as adjusted z) the Current Excess Servicing Spread Percentage. The Base Purchase Price shall be allocated by the Parties on the Sale Date to reflect the consideration for stock splits, stock dividends, stock combinations, recapitalizations and similar events) the purchase of the Current Excess Servicing Spread hereunder (the “Per Share Purchase Price”)) and the consideration for the rights acquired by Purchaser under the Future Spread Agreement for FNMA Mortgage Loans. The Base Purchase Price shall be payable by the Purchaser to the Seller as follows: (a) the Deposit shall be payable on the first Business Day following the Agreement Date, (b) 50% of the estimated Base Purchase Price net of the Deposit shall be payable on the Sale Date and (c) the portion of the Base Purchase Price with respect to the Mortgage Servicing Rights transferred on such Servicing Transfer Date that has not been paid to Seller by Purchaser as of such date, including with respect to Mortgage Loans that have prepaid between either (x) the Sale Date and the initial applicable Servicing Transfer Date or (y) two Servicing Transfer Dates pertaining to the same Mortgage Servicing Rights, plus interest thereon at the Federal Funds Rate for the period from the Sale Date to such Servicing Transfer Date or between such Servicing Transfer Dates, shall be payable on the Servicing Transfer Date. The Seller shall deliver the Schedule of Mortgage Loans no later ten (10) Business Days after the Sale Date. In the event the Company fails to pay a Purchase Price on there is an applicable Closing Date in accordance with the foregoing, 120% adjustment and reconciliation of the sum Seller’s purchase price pursuant to the terms of Section 3.01(d) of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (Sale Agreement, the “Default Purchase Price”, and the date of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Base Purchase Price shall be reduced subject to a corresponding adjustment and any adjustment amounts (including interest) shall be paid by the product Purchaser or the Seller, as applicable, to the other party within ten (10) Business Days from receipt of (x) the aggregate number satisfactory written verification of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share Priceamounts due.

Purchase Price. Such purchase and sale shall be made by execution and delivery by Subordinated Agent of an Assignment Agreement in form and substance reasonably satisfactory to Senior Agent. Upon the terms date of such purchase and subject sale, Subordinated Agent shall (i) pay to Senior Secured Parties as the purchase price therefor the full amount of all the Senior Debt then outstanding and unpaid (including principal, interest, fees, LIBOR breakage or similar breakage amounts, and expenses, including financial examination and advisory expenses, appraisal fees and reasonable attorneys’ fees and expenses), (ii) furnish cash collateral to Senior Agent with respect to any outstanding letter of credit obligations in such amounts as are required under the Senior Documents, (iii) cash collateralize any Hedging Obligations that have not been terminated in a manner satisfactory to the conditions applicable counterparties, (iv) agree to reimburse (or if required by Senior Agent, back by standby letters of credit or cash collateral in a manner satisfactory to Senior Agent) Senior Agent and Senior Secured Parties for any loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) in connection with any commissions, fees, costs or expenses related to any issued and outstanding letter of credit obligations under the Senior Documents and Hedging Obligations as described above and any checks or other payments provisionally credited to the Senior Debt, and/or as to which Senior Agent and/or any Senior Secured Party has not yet received final payment, (v) agree to reimburse (or back by stand-by letters of credit or cash collateral in a manner satisfactory to Senior Agent) Senior Agent and Senior Secured Parties in respect of indemnification obligations of the Obligors under the Senior Documents as to matters or circumstances known to or determinable by Subordinated Agent which could result in any loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) to Senior Agent and/or any Senior Secured Party, provided that, in no event will Subordinated Agent have any liability for such amounts under this clause (v) in excess of proceeds of Collateral received by Subordinated Agent, and (vi) obtain a customary release of Senior Agent and the Senior Secured Parties by all Obligors that are then parties to the Senior Documents of and from any further obligations under the Senior Documents and the release by the Subordinated Agent, on behalf of itself and Subordinated Creditors, of Senior Agent and the Senior Secured Parties of any further obligations under this Agreement, at each Closing, Purchaser . Such purchase price and cash collateral shall pay to Seller on the applicable Closing Date, be remitted by wire transfer of immediately available funds to such bank account of Senior Agent as Senior Agent may designate in accordance with writing to Subordinated Agent for such purpose. Interest shall be calculated to but excluding the wire instructions of Seller delivered Business Day on which such purchase and sale shall occur if the amounts so paid by Subordinated Agent to Purchaser on or the bank account designated by Senior Agent are received in such bank account prior to 2:00 p.m. Eastern time and interest shall be calculated to and including such Closing, in U.S. dollars and immediately available funds, such purchase price (each, a “Purchase Price”) equal Business Day if the amounts so paid by Subordinated Agent to the product of (x) the aggregate number of Purchased Shares to be sold to Purchaser at bank account designated by Senior Agent are received in such Closing and (y) $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”). In the event the Company fails to pay a Purchase Price on an applicable Closing Date in accordance with the foregoing, 120% of the sum of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”, and the date of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no bank account later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced by the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share Price2:00 p.m. Eastern time.

Purchase Price. The Purchase Price for the Acquired Assets is Four Hundred Fifty Thousand Dollars ($450,000.00) payable as follows: Upon the terms and subject to the conditions execution of this Agreement, at each Closing, Purchaser Agreement by all parties Property Management Buyer shall pay to Escrow Agent (hereinafter defined) the sum of (i) an initial refundable deposit of Fifty Thousand Dollars ($50,000.00) (the “Initial Deposit”) to Xxxxxxx Law Group, P.A. Trust Account (“Escrow Agent”); and within two (2) business days after the expiration of the Due Diligence Period (ii) Fifty Thousand Dollars ($50,000.00) (the “Additional Deposit”) (the Initial Deposit and Additional Deposit are collectively referred to as the “Deposit”); and, at Closing (hereinafter defined) Property Management Buyer shall pay to Property Management Seller on (i) the applicable Closing Datesum of Three Hundred Fifty Thousand Dollars ($350,000.00 (“Balance Due”) (subject to any prorations, credits or agreed upon a adjustments as provided for herein). The Purchase Price shall be payable by Property Management Buyer to Property Management Seller, by wire transfer funds, plus or minus the specific items hereinafter described and the usual and ordinary prorations and credits, including but not limited to rent, if any paid for the lease of the leased premises and any leased equipment assumed by Property Management Buyer, personal property taxes for the year of closing imposed on the assets, real estate taxes, gift card liabilities, (collectively, the “Prorations and Credits”). Further, any security deposits held by the vendor/lessor of the leased premises and any leased equipment being assumed by Property Management Buyer shall be reimbursed to Property Management Seller at the time of Closing provided that said vendor/lessor shall transfer the said security deposit for the benefit of the Property Management Buyer as of the Closing Date. The parties hereto agree to re-prorate as to any errors in the listing or payment of Prorations and Credits. Property Management Seller shall be responsible for electricity, telephone, water and sewer, gas and other utility charges, salaries and accrued vacation and other benefits of employees, payment of all amounts owed by Property Management Seller to any governmental agency or unit, and payment of all amounts secured by Liens against the Acquired Assets. To the extent that one party owes money to the other pursuant to this section, such party shall pay all amounts so owed within thirty (30) days after written notice thereof. In accordance with the provisions of Section 2(e) of the Restaurant Asset Purchase Agreement, a portion of the Restaurant Asset Purchase Price shall be held pursuant to an escrow agreement in form and substance reasonably acceptable to Property Management Buyer and Property Management Seller (the “Closing Escrow Agreement”) to secure the indemnification obligations of both the Restaurant Asset Seller and the Property Management Seller under this Agreement for a period of one (1) year after Closing. The Escrow Cash will be released only in accordance with the wire instructions of Seller delivered to Purchaser on or prior to such Closing, in U.S. dollars and immediately available funds, such purchase price (each, a “Purchase Price”) equal to the product of (x) the aggregate number of Purchased Shares to be sold to Purchaser at such Closing and (y) $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”). In the event the Company fails to pay a Purchase Price on an applicable Closing Date in accordance with the foregoing, 120% terms of the sum of Closing Escrow Agreement. The Property Management Seller acknowledges and agrees that Property Management Buyer’s remedies under the aggregate Purchase Price for such Closing Escrow Agreement are the Property Management Buyer’s sole and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”, and the date of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid exclusive recourses or remedies in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced by the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share Priceconnection herewith.

Purchase Price. Upon In consideration of the sale, assignment, transfer and conveyance to the Depositor of the Aggregate Receivables and related Transferred Assets, on the terms and subject to the conditions of set forth in this Agreement, at the Depositor shall, on each ClosingSale Date, Purchaser shall pay and deliver to Seller Ditech, in immediately available funds on the applicable Closing related Sale Date, or otherwise promptly following such Sale Date if so agreed by wire transfer in accordance with Ditech, as receivables seller, and the wire instructions of Seller delivered to Purchaser on or prior to such ClosingDepositor, in U.S. dollars and immediately available funds, such a purchase price (each, a the “Purchase Price”) equal to (i) in the product case of one Receivable sold, assigned, transferred and conveyed on such Sale Date, the fair market value of such Receivable on such Sale Date or (ii) in the case more than one Receivable is sold, assigned, transferred and conveyed on such Sale Date, the aggregate of the fair market values of such Receivables on such Sale Date, payable in cash to the extent of funds available to the Depositor. To the extent that the Purchase Price of the Additional Receivables is greater than the cash portion of the Purchase Price, then the Depositor shall (i) first, pay such portion of the Purchase Price in the form of a borrowing under the Subordinated Note in the form attached hereto as Exhibit A; provided however, that the Depositor may not make any borrowing under the Subordinated Note unless at the time of (xand immediately after) each borrowing thereunder, both before and after the sale transaction (1) the aggregate number Depositor’s total assets exceed its total liabilities, (2) the Depositor’s cash on hand is sufficient to satisfy all of Purchased Shares its current obligations (other than its obligations under the Subordinated Note and the obligation to be sold to Purchaser pay the Purchase Price), (3) the Depositor is adequately capitalized at such Closing a commercially reasonable level and (y4) $3.00 the Depositor has determined that its financial capacity to meet its financial commitment under the Subordinated Note is adequate and (ii) second, to the extent the Depositor cannot make a borrowing under the Subordinated Note, accept a contribution to its capital from Ditech in an amount equal to the remaining unpaid portion of the Purchase Price. Ditech is hereby authorized by the Depositor to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each caseadvance thereunder, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”). In the event the Company fails to pay a Purchase Price on an applicable Closing Date in accordance with the foregoing, 120% of the sum of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”, and well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt obligation of the Default Purchase Price, Seller Depositor thereunder. Ditech shall cause Seller Broker to effect the delivery record in its books and records all increases in and payments in reduction of the Default Purchased Shares to Purchaser. Notwithstanding outstanding principal amount of the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced by the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share PriceSubordinated Note.

Purchase Price. Upon the terms and subject to the conditions of this Agreement, at each Closing, Purchaser shall pay to Seller on the applicable Closing Date, by wire transfer in accordance with the wire instructions of Seller delivered to Purchaser on or prior to such Closing, in U.S. dollars and immediately available funds, such The purchase price of Repurchase Option Shares shall be the Fair Market Value thereof, determined as follows: The Company (each, a “Purchase Price”) equal to the product irrespective of (x) the aggregate number of Purchased Shares to be sold to Purchaser at such Closing and (y) $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”). In the event whether the Company fails has exercised its repurchase right, so long as at least one Non-Affected Founder or STI has exercised his or its repurchase right) and the Affected Stockholder shall attempt to pay agree on such Fair Market Value through good faith negotiations for a Purchase Price on period of ten (10) Business Days, and if they are so able to agree then the agreed Fair Market Value shall apply. If the Company and the Affected Stockholder have not so agreed by the end of such period, then the Fair Market Value shall be determined by two (2) independent appraisers, one selected by the Affected Stockholder or his, her or its representatives, and one selected by the Company. Each such independent appraiser shall as promptly as possible provide an applicable Closing Date in accordance with the foregoing, 120% opinion of the sum Fair Market Value of the aggregate Purchase Price for such Closing and all future Closings hereunder Repurchase Option Shares. If the Fair Market Value determined by one independent appraiser does not exceed the Fair Market Value determined by the other independent appraiser by more than twenty percent (20%), then the average of the Fair Market Values set forth in the two (2) appraisals shall immediately become due and payable hereunder (be treated as the “Default Purchase Price”Fair Market Value of the Repurchase Option Shares. Otherwise, the independent appraisers shall mutually select a third independent appraiser, and the date Fair Market Value of any the Repurchase Option Shares shall be determined exclusively by such defaultthird independent appraiser. The third independent appraiser will evaluate the appraisals of the two (2) other independent appraisers and as promptly as possible provide an opinion of Fair Market Value of the Repurchase Option Shares, each a “Default Date”which Fair Market Value must be no greater than the highest Fair Market Value reached by the two (2) other independent appraisers and such Default Purchase Price no less than the lowest Fair Market Value reached by the other two (2) independent appraisers. Each of the Affected Stockholder and the Company shall bear interest at the rate costs of one the appraiser selected by it and a half percent an equal portion of the costs of the third appraiser (1.5%) per month (prorated for partial months) until paid in full and if any). The Fair Market Value of the remaining Purchased Repurchase Option Shares then eligible to be sold hereunder as such Closings, in the aggregate, determined pursuant hereto shall be referred to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Pricebinding on all parties, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, their legal representatives and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced by the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share Pricetheir successors-in-interest.

Purchase Price. Upon the terms and subject to the conditions of this Agreement, at each Closing, Purchaser shall pay to Seller on the applicable Closing Date, by wire transfer in accordance with the wire instructions of Seller delivered to Purchaser on or prior to such Closing, in U.S. dollars and immediately available funds, such purchase price (each, a a) The “Purchase Price”) ” for the Purchased Assets that are conveyed to HRAC II under this Agreement shall be payable in cash in an amount equal to the product sum of (xi) 100% of the aggregate balance of the Principal Receivables, and such of the Finance Charge and Administrative Receivables as constitute fees and charges relating to debt cancellation, debt waiver and other enhancement and insurance programs administered by the Bank, so conveyed, plus (ii) the aggregate number present value of Purchased Shares anticipated excess spread, including Interchange, computed by taking into account factors such as historical losses (and discounted to take into account any uncertainty as to future performance matching historical performance), servicing fees, delinquencies, payment rates and yield, such sum adjusted to reflect any other factors as the Bank and HRAC II mutually may agree will result in a Purchase Price determined to be sold to Purchaser at the fair market value of such Closing and (y) $3.00 (Purchased Assets. This computation of initial Purchase Price shall assume no reinvestment in each casenew Receivables. The Purchase Price for the Purchased Assets, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) shall be payable on a date (the “Per Share Price”). In the event the Company fails to pay a Purchase Price on an applicable Closing Date in accordance with the foregoing, 120% of the sum of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”, and the date of any such default, each a “Default Payment Date”) mutually agreed to by the Bank and such Default Purchase Price shall bear interest at the rate of one and a half percent HRAC II (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By but no later than the third (3rd) business 15th day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker month following the month in which such Purchased Assets are conveyed by the Bank to effect HRAC II) in cash in an amount equal to the delivery sum of (i) 100% of the Default Purchased Shares aggregate balance of the Principal Receivables, and such of the Finance Charge and Administrative Receivables as constitute fees and charges relating to Purchaser. Notwithstanding debt cancellation, debt waiver and other enhancement and insurance programs administered by the foregoingBank, until so conveyed, plus (ii) the Purchaser shall have paid present value of anticipated excess spread, including Interchange, computed by taking into account factors such as historical losses (and discounted to take into account any uncertainty as to future performance matching historical performance), servicing fees, delinquencies, payment rates and yield, such sum adjusted to reflect any other factors as the Default Bank and HRAC II mutually may agree will result in a Purchase Price determined to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at be the sole option fair market value of Seller, such Purchased Assets. The Bank and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on HRAC II confirm that a share by share basis and the Default Purchase Price shall be reduced equal to the fair market value of all Purchased Assets sold to HRAC II through the date hereof has been paid by HRAC II to the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share PriceBank.

Purchase Price. Upon the terms and subject to the conditions of this Agreement, at each Closing, Purchaser shall pay to Seller on the applicable Closing Date, by wire transfer in accordance with the wire instructions of Seller delivered to Purchaser on or prior to such Closing, in U.S. dollars and immediately available funds, such purchase price (each, a “Purchase Price”a) equal to the product of (x) the aggregate number of Purchased Shares to be sold to Purchaser at such Closing and (y) $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”). In the event the Company fails to pay a Purchase Price on an applicable Closing Date in accordance with the foregoing, 120% of the sum of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”, and the date of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default The Purchase Price shall be reduced by subject to adjustment only as set forth in this Section 2.3. Property Taxes, water/sewer charges, gas, electric, telephone and other utilities, and other operating expenses relating to the product Facilities are the responsibility of the Tenants under the Tenant Leases and shall not be prorated. All unpaid Rent and any other amounts due and payable under the Tenant Leases as of the Closing Date shall be charged to Purchaser and paid at the Closing, and Rent for the month in which Closing occurs shall be prorated through the Closing Date. Sellers shall retain all security deposits and other similar deposits relating to the Tenant Leases, and Purchaser shall receive a credit for such deposits at the Closing. In addition to the payment of the Purchase Price, Purchaser shall, at and as a condition to the Closing, be obligated (xi) to pay all unpaid amounts that are owed under the aggregate number Term Mortgage Loan which are required to pay the Term Mortgage Loan in full, and (ii) either (A) to pay all unpaid amounts that are owed under the Emeritus Mortgage Loan which are required to pay the Emeritus Mortgage Loan in full or (B) to cause the Mortgage Loan Assignee to purchase the Emeritus Mortgage Loan from HR for a purchase price equal to all unpaid amounts that are owed under the Emeritus Mortgage Loan in consideration of HR’s execution and delivery of the Mortgage Assignment to the Mortgage Loan Assignee at the Closing. If Purchaser elects to pay the Emeritus Mortgage Loan in full at the Closing, Purchaser must provide, not less than two (2) Business Days prior to the Closing Date, written notice to Sellers of any such election, and, in the absence of such Reduced Purchased Shares written notice of Purchaser’s election, Purchaser shall cause the Mortgage Loan Assignee to purchase the Emeritus Mortgage Loan from HR at the Closing for a purchase price equal to all unpaid amounts that are owed under the Emeritus Mortgage Loan. Purchaser shall identify the Mortgage Loan Assignee in such Purchase Share Reduction a written notice to Sellers not less than three (3) Business Days prior to the Closing Date. Sellers shall cause HR to accept, or cause the acceptance of, prepayment of the Term Mortgage Loan and, as applicable, accept the prepayment, or complete the sale as contemplated herein, of the Emeritus Mortgage Loan irrespective of the failure of Purchaser to satisfy any applicable prepayment notice requirements, and to deliver a payoff letter to Purchaser at least three (y3) Business Days prior to the Per Share PriceClosing Date.

Purchase Price. Upon The Purchase Price for the terms Mortgage Loans purchased hereunder shall be (a) one hundred and one-quarter percent (100.25%) multiplied by the aggregate principal balance, as of the Cut-off Date, of the Mortgage Loans listed on the Mortgage Loan Schedule, minus (b) the environmental insurance policy premium payable by the Purchaser to American International Group (or such other insurer as the Purchaser shall approve) for environmental insurance coverage satisfactory to the Purchaser with respect to those Mortgage Loans listed on Exhibit 6 hereto which are purchased by the Purchaser hereunder. The Purchase Price shall be payable in accordance with ARTICLE VIII below, and subject to the conditions of this AgreementHoldback as provided in Section 4.02. In addition to the Purchase Price as described above, at each Closing, the Purchaser shall pay to Seller the Seller, at closing, accrued interest on the applicable unpaid principal amount of each Mortgage Loan from the last date through which interest has been paid to the Seller thereon to, but not including, the Closing Date, plus any Negative Escrows related thereto outstanding as of the Closing Date. The Purchase Price payable on the initial Closing Date shall not include that portion thereof attributable to, and payable by wire transfer in accordance the Purchaser with respect to, the wire instructions of Seller delivered to Purchaser on or prior to such Closing, in U.S. dollars and immediately available fundsSBOs; rather, such purchase price (each, a “Purchase Price”) equal to the product of (x) the aggregate number of Purchased Shares to be sold to Purchaser at such Closing and (y) $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”). In the event the Company fails to pay a Purchase Price on an applicable Closing Date in accordance with the foregoing, 120% portion of the sum of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”, and the date of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced payable by the product Purchaser to the Seller on the SBO Closing Date pursuant to Section 2.02 above, and shall be calculated as of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share Priceapplicable Cut-off Date with respect thereto based upon those SBOs so purchased.

Purchase Price. Upon In full consideration for the purchase of the Current Excess Servicing Spread and the rights under the Future Spread Agreement for Non-Agency Mortgage Loans, and upon the terms and subject to the conditions of this Agreement, at each Closing, Purchaser shall pay to Seller on the applicable Closing Date, by wire transfer in accordance with Date an amount (the wire instructions of Seller delivered to Purchaser on or prior to such Closing, in U.S. dollars and immediately available funds, such purchase price (each, a “Base Purchase Price”) equal to the product of (x) the aggregate number outstanding principal balance of Purchased Shares to be sold to Purchaser at such Closing and the Mortgage Loans as of the Cut-Off Date, (y) $3.00 the Purchase Price Percentage and (in each case, as adjusted z) the Current Excess Servicing Spread Percentage. The Base Purchase Price shall be allocated by the Parties on the Closing Date to reflect the consideration for stock splits, stock dividends, stock combinations, recapitalizations and similar events) the purchase of the Current Excess Servicing Spread hereunder (the “Per Share Purchase Price”)) and the consideration for the rights acquired by Purchaser under the Future Spread Agreement for Non-Agency Mortgage Loans. In On the event the Company fails to Closing Date, Purchaser and Other Purchasers shall also pay a supplemental purchase price (the “Supplemental Purchase Price on an applicable Closing Date in accordance with Price”) equal to the foregoingproduct of (i) $85 million and (ii) a fraction, 120% the numerator of which is the sum of the aggregate “Base Purchase Prices” payable by Purchaser and Other Purchasers, as applicable, under (and as defined in) each Sale Agreement (other than the Base Purchase Price for such payable pursuant to the Sale Agreement relating to GNMA Mortgage Loans) on the Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”, Date and the date denominator of any such default, each a “Default Date”) which is the purchase price payable by Seller to ResCap to acquire the Mortgage Servicing Rights on the Closing Date pursuant to the Asset Purchase Agreement (other than the portion of the purchase price payable pursuant to the Asset Purchase Agreement relating to GNMA Mortgage Loans). Purchaser and such Default Other Purchasers shall allocate the Supplemental Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt under each or any of the Default Purchase Price, Seller shall cause Seller Broker Sale Agreements and Future Spread Agreements (other than pursuant to effect the delivery of the Default Purchased Shares Sale Agreement or Future Spread Agreement relating to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined belowGNMA Mortgage Loans) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced by the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share Pricetheir reasonable discretion.

Purchase Price. Upon MSR XIII LLC shall act as Purchaser for any Subsequent Sale Date occurring after 90 days following the Sale Date with respect to purchases of current excess servicing spread relating to any Non-Agency Mortgage Loan pursuant to the Purchase and Sale Agreement until the Termination Date. For avoidance of doubt, the purchaser for the Sale Date and any Subsequent Sale Date occurring within 90 days following the Sale Date will be MSR XII LLC and not MSR XIII LLC, and any related current excess servicing spread shall be sold pursuant to the Current Excess Servicing Spread Acquisition Agreement for Non-Agency Mortgage Loans for MSR XII LLC and not this Agreement, and MSR XIII LLC shall not acquire any interest in such current excess servicing spread. In full consideration for the purchase of the Current Excess Servicing Spread and the rights under the Future Spread Agreement for Non-Agency Mortgage Loans, and upon the terms and subject to the conditions of this Agreement, at each Closing, Purchaser shall pay to Seller on an amount (the applicable Closing Date, by wire transfer in accordance with the wire instructions of Seller delivered to Purchaser on or prior to such Closing, in U.S. dollars and immediately available funds, such purchase price (each, a “Base Purchase Price”) equal to the product of (x) the aggregate number outstanding principal balance of Purchased Shares to be sold to Purchaser at such Closing and the Mortgage Loans as of the Cut-Off Date, (y) $3.00 the Purchase Price Percentage and (in each case, as adjusted z) the Current Excess Servicing Spread Percentage. The Base Purchase Price shall be allocated by the Parties on the related Subsequent Sale Date to reflect the consideration for stock splits, stock dividends, stock combinations, recapitalizations and similar events) the purchase of the Current Excess Servicing Spread hereunder (the “Per Share Purchase Price”)) and the consideration for the rights acquired by Purchaser under the Future Spread Agreement for Non-Agency Mortgage Loans. The Base Purchase Price shall be payable by the Purchaser to the Seller as follows: (a) 50% of the estimated Base Purchase Price net of the portion of the Deposit with respect to the applicable Servicing Agreements shall be payable on the related Subsequent Sale Date and (b) the portion of the Base Purchase Price with respect to the Mortgage Servicing Rights transferred on such Servicing Transfer Date that has not been paid to Seller by Purchaser as of such date, including with respect to Mortgage Loans that have prepaid between either (x) the Subsequent Sale Date and the initial applicable Servicing Transfer Date or (y) two Servicing Transfer Dates pertaining to the same Mortgage Servicing Rights, plus interest thereon at the Federal Funds Rate for the period from the Subsequent Sale Date to such Servicing Transfer Date or between such Servicing Transfer Dates, shall be payable on the Servicing Transfer Date. On the Initial Applicable Subsequent Sale Date, MSR XIII LLC shall pay any unused portion of the Deposit to MSR XII LLC. On the Termination Date, any unused portion of the Deposit shall be paid by Seller to Purchaser. The Seller shall deliver the Schedule of Mortgage Loans no later ten (10) Business Days after each Subsequent Sale Date following the Initial Applicable Subsequent Sale Date. In the event the Company fails to pay a Purchase Price on there is an applicable Closing Date in accordance with the foregoing, 120% adjustment and reconciliation of the sum Seller’s purchase price pursuant to the terms of Section 3.01(d) of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (Sale Agreement, the “Default Purchase Price”, and the date of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Base Purchase Price shall be reduced subject to a corresponding adjustment and any adjustment amounts (including interest) shall be paid by Purchaser or the product Seller, as applicable, to the other party within ten (10) Business Days from receipt of (x) the aggregate number satisfactory written verification of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share Priceamounts due.

Purchase Price. Upon the terms and subject to the conditions of this Agreement, at each Closing, Purchaser shall pay to Seller on the applicable Closing Date, by wire transfer in accordance with the wire instructions of Seller delivered to Purchaser on or prior to such Closing, in U.S. dollars and immediately available funds, such The total purchase price (each, a the “Purchase Price”) for the transactions contemplated by this Agreement shall be an amount in cash equal to $4,800,000,000, which amount consists of (a) an amount equal to the product of Bridge Loan Purchase Price for the Bridge Loan, plus (xb) an amount equal to the aggregate number of Purchased Purchase Price minus the Bridge Loan Purchase Price for the Shares to be sold to Purchaser at such Closing and (y) $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Purchase Price”). In the event the Company fails , which amount shall be adjusted pursuant to pay a Purchase Price on an applicable Closing Date and in accordance with the foregoing, 120% of the sum of the aggregate Purchase Price for such Closing this Section 2.03 and all future Closings hereunder shall immediately become due Sections 2.04 and payable hereunder (the “Default Purchase Price”, and the date of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”2.05. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default The Purchase Price shall be reduced by an amount equal to the product sum of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and Credit Saison Debt Amount plus (y) the Per Syndicated Loan Debt Amount plus (z) any Indebtedness for Borrowed Money of the Companies and the Transferred Subsidiaries outstanding immediately prior to the Closing other than the Credit Saison Debt, the Bridge Loan, the Syndicated Loan and the AIGFAJ Subordinated Debt. For the avoidance of doubt, any such reduction to the Purchase Price shall be treated as an adjustment to the Share Purchase Price. The Parent shall notify the Acquiror of the principal amount of Indebtedness for Borrowed Money outstanding as of the Closing Date and the amount of interest (or original issue discount, as applicable) that will be accrued and unpaid on the Bridge Loan, the Credit Saison Debt, the Syndicated Loan and any other Indebtedness for Borrowed Money to but excluding the Closing Date no later than ten (10) Business Days prior to the Closing Date. For purposes of this ARTICLE II, any accrued and unpaid interest (or original issue discount, as applicable) on the Bridge Loan, the Credit Saison Debt, and the Syndicated Loan and any principal or accrued and unpaid interest on any other Indebtedness for Borrowed Money shall be expressed in U.S. dollars based on the Applicable Exchange Rate as in effect as of the date hereof.

Purchase Price. Such purchase and sale shall be made by execution and delivery by the applicable Secured Creditors of an Assignment Agreement in the form attached to the First Lien Loan Agreement. Upon the terms date of such purchase and subject sale, the Second Lien Creditors purchasing the First Lien Obligations shall (a) pay to the conditions First Lien Agent for the benefit of this Agreement, at each Closing, Purchaser shall pay to Seller on the applicable Closing Date, by wire transfer in accordance with First Lien Creditors as the wire instructions of Seller delivered to Purchaser on or prior to such Closing, in U.S. dollars and immediately available funds, such purchase price (each, a “Purchase Price”) equal to the product of (x) the aggregate number of Purchased Shares to be sold to Purchaser at such Closing and (y) $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”). In the event the Company fails to pay a Purchase Price on an applicable Closing Date in accordance with the foregoing, 120% of therefor the sum of the aggregate Purchase Price full amount of all the First Lien Obligations then outstanding and unpaid (including principal, interest, fees, indemnities and expenses, including reasonable attorneys’ fees and legal expenses and Hedging Obligations), (b) furnish cash collateral to the First Lien Agent with respect to the outstanding First Lien Letter of Credit Obligations in such amounts as are required under the First Lien Loan Agreement as in effect on the date hereof and (c) agree to reimburse the First Lien Creditors for any loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) in connection with any checks or other payments provisionally credited to the First Lien Obligations, and/or as to which the First Lien Creditors have not yet received final payment. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account of the First Lien Agent in New York, New York, as the First Lien Agent may designate in writing to the Second Lien Creditors for such Closing purpose. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the Second Lien Creditors to the bank account designated by the First Lien Agent are received in such bank account prior to 1:00 p.m., New York City time and interest shall be calculated to and including such Business Day if the amounts so paid by the Second Lien Creditors to the bank account designated by the First Lien Agent are received in such bank account later than 1:00 p.m., New York City time. The First Lien Agent may apply any or all future Closings hereunder shall immediately become due and payable hereunder (of such cash collateral to the “Default Purchase Price”, and the date payment of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate reimbursement or similar obligations in respect of one and a half percent (1.5%) per month (prorated for partial months) until paid First Lien Letter of Credit Obligations. Upon payment in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced by the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction obligations and (y) termination of all First Lien Letter of Credit Obligations, the Per Share PriceFirst Lien Agent shall deliver any remaining cash collateral to the Second Lien Creditors purchasing the First Lien Obligations.

Purchase Price. Upon During the terms and subject Term, the purchase price of the Products sold by Seller for purposes of the Humanitarian Program shall be for an amount equal to the conditions sum of (i) the **** Cost plus ****%, and (ii) ****% of the **** Cost of the Products included in the Report (which, for purposes of this Agreementsubsection (ii), at each Closing, Purchaser shall pay to Seller on include the applicable Closing Date, by wire transfer in accordance with **** Costs of Reagents) (the wire instructions of Seller delivered to Purchaser on or prior to such Closing, in U.S. dollars and immediately available funds, such purchase price (each, a “Purchase Price”) ). For the avoidance of doubt, Seller and its Affiliates shall supply Reagents and other raw materials for the manufacture of Products for purposes of the Humanitarian Program at no cost. Promptly following the receipt of each Report, Inverness Japan shall prepare and submit an invoice to Seller for an amount equal to the product of (x1) the aggregate number of Purchased Shares to be sold to Purchaser at such Closing **** Cost plus ****%, and (y2) $3.00 ****% of the **** Cost of such Products included in the Report (in each casewhich, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar eventspurposes of this subsection (2) (shall include the “Per Share Price”**** Costs of Reagents). In Seller shall pay the event amount so invoiced no later than 30 days after the Company fails date of such invoice; provided, however, that if Seller disagrees with the amounts set forth in such invoice, Seller shall send a written notice to Inverness Japan stating the specific reasons for its disagreement within 20 days of receiving such invoice. If Seller makes such notification to Inverness Japan, Seller and Inverness Japan must attempt to reconcile their differences during 2 weeks and if they are unable to do so, then, Seller shall have the right, during normal business hours and at Seller’s expense, to have an independent certified public accountant selected by Seller and reasonably acceptable to Inverness Japan, audit any amounts calculated pursuant to this Section 5.5. The decision of the independent certified public accountant with respect to the calculation of such amounts shall be final and binding on Inverness Japan and Seller. If, based upon the decision of the independent certified public accountant, there has been an overstatement of the amount calculated and such difference is greater than 10% of the original amount, Inverness Japan shall reimburse Seller for all the fees of the audit conducted by the independent certified public accountant. If Seller pays an amount invoiced by Inverness Japan pursuant to this Section 5.5 without notifying Inverness Japan of Seller’s disagreement of such amount, but later reasonably believes that the amount so invoiced and paid by Seller was overstated by more than 10%, Seller shall have the right, during normal business hours and at Seller’s expense, to have an independent certified public accountant selected by Seller and reasonably acceptable to Inverness Japan, audit such amount paid by Seller to Inverness Japan. The decision of the independent certified public accountant with respect to the calculation of such amount shall be final and binding on Inverness Japan and Seller. If the amount previously paid by Seller to Inverness Japan exceeds the amount determined by the independent certified public accountant, within 30 days of the decision of the independent certified public accountant, (i) Inverness Japan shall reimburse Seller the difference between the amount paid by Seller and the amount determined by the independent certified public accountant, and (ii) if such difference is greater than 10% of the amount previously paid **** REPRESENTS TEXT OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. by Seller, Inverness Japan shall reimburse Seller for all the fees of the audit conducted by the independent certified public accountant. If the amount determined by the independent certified public accountant exceeds the amount previously paid by Seller to Inverness Japan, within 30 days of the decision of the independent certified public accountant, Seller shall pay to Inverness Japan the difference between the amount determined by the independent certified public accountant and the amount paid by Seller. Failure to pay a Purchase Price on an applicable Closing Date in accordance with the foregoing, 120% disputed invoice shall not be deemed a breach of the sum of the aggregate Purchase Price for such Closing this Agreement by Seller and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”, and the date of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible not relieve Inverness Japan from its commitment to be sold hereunder as such Closings, in the aggregate, shall be referred continue to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced by the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share Price.provide Products hereunder

Purchase Price. Upon On the terms and subject to Purchase Date, the conditions of this Agreement, at each Closing, Purchaser Electing Purchaser(s) shall pay to Seller on the applicable Closing Date, by wire transfer in accordance with the wire instructions of Seller delivered to Purchaser on or prior to such ClosingDiamond Class A Member, in U.S. dollars and immediately available fundsconsideration for the Diamond Class A Member Interest, such purchase price an amount of Cash (each, a “Purchase the "DIAMOND PURCHASE Price”") that is equal to the product excess of (x) the aggregate number fair market value of Purchased Shares the Diamond Class A Member Interest as of the Applicable Notice Date, which fair market value shall be presumed to be sold the Diamond Value as of the Applicable Notice Date (unless an Appraised Value Election has been made, in which case such fair market value shall be presumed to Purchaser at such Closing and be the Appraised Price of the Diamond Class A Member Interest), over (y) $3.00 the product of (I) the Diamond Percentage and (II) all repayments of and proceeds of, and all interest and earnings on, Financial Investments to the extent paid in each caseCash into the Accounts during the period from the Applicable Notice Date to (and including) the Purchase Date and not otherwise taken into account in the calculation of Diamond Value or Appraised Price, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”)case may be. In addition, as a condition to the event the Company fails to pay a Purchase Price on an applicable Closing Date in accordance with the foregoing, 120% purchase of the sum of Diamond Class A Member Interest on the aggregate Purchase Price for such Closing Date, Diamond shall pay all Administrative Expenses and all future Closings hereunder shall immediately become New Administrative Expenses then due and payable hereunder owing (to the “Default extent such expenses are invoiced and notice thereof has been given to Garnet or Diamond at least three Business Days prior to the Purchase Price”Date) to the extent not paid by Garnet, and El Paso or any other Person on or prior to the date of any such default, each a “Default Purchase Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser Diamond Class A Member may make an Appraised Value Election by delivering written notice of such election to the Electing Purchaser(s) no later than ten Business Days following the Applicable Notice Date; provided, however, that the Diamond Class A Member shall have paid not be permitted to make an Appraised Value Election hereunder unless it simultaneously makes an Appraised Value Election under the Default Topaz LLC Agreement with respect to its Topaz Minority Member Interest; and provided, further, that (i) any such election by the Diamond Class A Member shall be irrevocable upon delivery of such notice by the Diamond Class A Member, (ii) the General Appraisal Procedures shall be implemented, (iii) the Diamond Class A Member shall pay and assume liability for, and indemnify the other Members and the Electing Purchaser(s) against, all fees, costs and expenses in any way relating to or arising out of the General Appraisal Procedures, including all fees and expenses of all of the appraisers engaged in connection therewith and (iv) the Electing Purchaser(s) shall be obligated to pay the Diamond Value on the Purchase Date, and the remainder of the Diamond Purchase Price (or, if the Diamond Purchase Price is less than the amount paid on the Purchase Date, a rebate in respect thereof) shall be paid to Seller, Seller may effect one the Diamond Class A Member (or more Purchase Share Reductions (as defined belowElecting Purchaser(s), at as the sole option of Seller, and upon any such Purchase Share Reduction case may be) through the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced by the product of (x) the aggregate number of such Reduced Purchased Shares post-closing adjustments described in such Purchase Share Reduction and (y) the Per Share Price.Section 11.2(h). Diamond LLC Agreement

Purchase Price. Upon the terms and subject to the conditions of this Agreement, at each Closing, Purchaser shall pay to Seller on the applicable Closing Date, by wire transfer in accordance with the wire instructions of Seller delivered to Purchaser on or prior to such Closing, in U.S. dollars and immediately available funds, such purchase price (each, a “Purchase Price”) equal to the product of (x) the aggregate number of Purchased Shares to be sold to Purchaser at such Closing and (y) $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”). In the event the Company fails to pay a Purchase Price on an applicable Closing Date in accordance with the foregoing, 120% of the sum of the aggregate The Purchase Price for such Closing and all future Closings hereunder the Servicing Rights in each Servicing Rights Package shall immediately become due and payable hereunder (the “Default Purchase Price”, and the date of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, set forth in the aggregate, shall be referred to herein as related Acknowledgment Agreement. It is understood and agreed that the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced paid by the product Servicer to the Purchaser in consideration for the Purchaser selling the Servicing Rights in accordance with this Agreement. The Servicer shall pay to the Purchaser by wire transfer of immediately available funds to an account designated by the Purchaser in writing an amount equal to the Purchase Price attributed to each Mortgage Loan sold on the related Transfer Date. If, subsequent to the payment of the Purchase Price or the payment of any other amounts due under this Agreement to either party, the principal on which the Purchase Price with respect to a Mortgage Loan was based is found to be in error, or if, for any other reason, the Purchase Price or such other amounts are found to be in error, within five (x5) Business Days after the aggregate number receipt of information sufficient to provide notice that payment is due, the party benefiting from the error shall pay to the other party an amount sufficient to correct and reconcile the Purchase Price or such other amounts and shall provide the other party with a reconciliation statement and such other documentation sufficient to reasonably satisfy the other party concerning the accuracy of such Reduced Purchased Shares reconciliation. In connection with the repurchase of a Mortgage Loan by the Seller from the Purchaser due to a breach of a representation or warranty or other defect, the Servicer shall be entitled to receive from the Purchaser the Servicing Repurchase Price. This amount shall be paid by the Purchaser to the Servicer within ten (10) Business Days of any such repurchase by wire transfer of immediately available funds to an account designated by the Servicer. Concurrently with any repurchase and payment described in the paragraph above, the Servicer shall transfer, assign, set over and convey to the Purchaser all of its right, title and interest in and to the related Servicing Rights with respect to such Purchase Share Reduction and (y) the Per Share Pricerepurchased Mortgage Loan. In addition, this Agreement shall terminate with respect to such Mortgage Loan, except as otherwise provided herein.

Purchase Price. Upon The aggregate purchase price for the terms Property is One Hundred Twenty Six Million Three Hundred Thirty Three Thousand Five Hundred and subject 00/100 Dollars ($126,333,500.00) (the "Purchase Price"). Buyer acknowledges and agrees that the Purchase Price shall be in all respects net of any and all prepayment fees, premiums, penalties or similar charges, expenses, costs and sums (other than outstanding principal and accrued and unpaid interest) required to be paid to the conditions holder of this Agreementany loan (each a "Loan") secured by a mortgage and related security agreements, at each Closingliens and financing statements encumbering a Property, Purchaser as more particularly referenced on Exhibit C attached hereto (each, collectively, a "Mortgage"), pursuant to the related loan documents in order to fully satisfy such Mortgage (collectively, the "Prepayment Fees"), all as set forth on a payoff demand submitted by the holder of such Mortgage and approved by the Seller. The Buyer shall pay the Prepayment Fees at Closing in accordance with Section 1.2 below, provided, however, that if the Prepayment Fees for a Property are greater than the amount specified on Schedule 2 attached hereto, the Purchase Price for such Property shall be reduced by an amount equal to the excess of the actual Prepayment Fee for such Property over the amount specified for such Property on Schedule 2. The portion of the Purchase Price which is allocated to each Property (each, an "Allocated Purchase Price") is set forth on Schedule 3, attached hereto. Subject to the prorations and adjustments hereinafter defined, Seller on and the applicable Closing Date, by wire transfer Buyer mutually agree that the Allocated Purchase Price for each Property shall be further allocated among Personalty and the remaining Property in accordance with the wire instructions allocation set forth on Schedule 3 (collectively, the "Tax Allocations"), which Tax Allocations have been made in accordance with Section 1060 of the Internal Revenue Code of 1986 (as amended) and the Treasury Regulations promulgated thereunder (the Allocated Purchase Prices and the Tax Allocations hereinafter called, the "Allocations"). Each of the Seller delivered to Purchaser and Buyer shall: (i) be bound by the Allocations for purposes of determining any taxes; (ii) prepare and file any tax returns on or prior to such Closinga basis consistent with the Allocations; (iii) take no position inconsistent with the Allocations on any applicable tax return, in U.S. dollars and immediately available funds, such purchase price (each, a “Purchase Price”) equal to the product of (x) the aggregate number of Purchased Shares to be sold to Purchaser at such Closing any proceeding before any taxing authority or otherwise; and (yiv) $3.00 (be bound by the Allocations in each caseall other public filings and reports, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”)including but not limited to any transfer tax declarations. In the event that the Company fails to pay a Purchase Price on an applicable Closing Date in accordance with mutually agreed upon Allocations are disputed by any taxing authority, the foregoing, 120% party receiving notice of the sum dispute shall promptly notify the other party hereto of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”, and the date of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaserdispute. Notwithstanding the foregoing, until nothing herein shall impair Buyer's right to initiate proceedings after the Purchaser shall have paid Closing in which the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions value of a Property is contested by Buyer for real estate tax purposes (as defined below), at including ad valorem and similar state and local taxes imposed based on the sole option assessed value of Seller, and upon any such Purchase Share Reduction the real property) in accordance with applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default law. The Purchase Price shall be reduced payable by the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share Price.Buyer to Seller as follows:

Purchase Price. Upon As full consideration for the terms and subject to Membership Interests: (a) at the conditions of this Agreement, at each Closing, Purchaser Buyer shall pay to Seller on the applicable Closing DateSellers (i) cash, by wire transfer of immediately available funds, in accordance an amount equal to the Closing Cash Consideration plus (ii) such number of validly issued, fully paid and non-assessable shares of Class A Common Stock, $0.001 par value, of Buyer (the “Issuer Common Stock”) determined by dividing (A) $10,000,000 by (B) the Closing Stock Price (the “Closing Stock Consideration” and together with Closing Cash Consideration, the “Closing Purchase Price”); (b) on the 90th day following the Closing Date (or the next Business Day thereafter) (the “Post-Closing Cash Payment Date”), Buyer shall pay to Sellers cash, by wire instructions transfer of Seller delivered immediately available funds, in an amount equal to Purchaser $10,000,000 (the “Post-Close Cash Consideration”), which, if not paid in full on or prior to such Closingthe Post-Closing Cash Payment Date, shall accrue interest on the unpaid portion at a rate of 12% per annum from the Post-Closing Cash Payment Date to the date of payment; and (c) Buyer shall make the payments to Sellers described in U.S. dollars and immediately available fundsSection 2.4, such purchase price if any (eachcollectively, a the “Purchase Price”) equal ). All payments by Buyer to Sellers under this Agreement shall be made to the product account(s) specified in writing by Sellers’ Representative no later than three Business Days prior to the date of such payment (the “Payment Instructions”). Buyer is authorized and entitled to rely absolutely and without any duty of investigation on the Payment Instructions, and shall have no liability or obligation whatsoever to any Seller or any other Person for any calculations in the allocation of any portion of the consideration to be paid hereunder or errors set forth in the Payment Instructions. Sellers’ Representative shall provide to Buyer no later than three Business Days prior to the Closing (x) payoff letters relating to all Debt of the aggregate number Acquired Companies, which such payoff letters will include a process for release of Purchased Shares to be sold to Purchaser at such all related Liens as of the Closing and (y) payment instructions for payment of all Transaction Expenses. Within 48 hours of the date of this Agreement, Buyer shall pay the Company for the benefit of the Sellers as an advance on the Closing Cash Consideration $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) 1,000,000 (the “Per Share PriceAdvance”). In the event the Company fails to pay a Purchase Price on an applicable The Closing Date in accordance with the foregoing, 120% of the sum of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and Cash Consideration payable hereunder (the “Default Purchase Price”, and the date of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price Closing shall be reduced by the product amount of (xthe Advance. In the event this Agreement is terminated pursuant to Section 10.1(b) by Buyer due to a breach of this Agreement by Sellers or Sellers’ Representative, the aggregate number Company shall within 48 hours of such Reduced Purchased Shares in such Purchase Share Reduction termination and (y) notice of wire instructions return the Per Share PriceAdvance to Buyer, or otherwise shall be retained by the Company.

Purchase Price. Upon In the terms case of the initial purchase of Mortgage Loans by the Purchaser at the time of the execution and subject to the conditions delivery of this Agreement, the Originators shall deliver to the Purchaser a Mortgage Loan Schedule, pursuant to and in accordance with the terms and conditions set forth in this Agreement, and in lieu of a Term Sheet for the initial purchase, the following terms shall apply: Aggregate Principal Balance (as of the Cut-off Date): $102,721,833.42 Initial Closing Date: June 30, 2003 Cut-off Date: June 1, 2003 (or, for any Mortgage Loan originated after that date, the date of origination of such Mortgage Loan) Initial Weighted Average Mortgage Interest Rate: 9.68% Purchase Price Percentage: 105.00% Servicing Transfer Date: On or before August 31, 2003 Holdback 0.25% of the Purchase Price for the Mortgage Loans will be held back and paid to the Originators on the Servicing Transfer Date. Interest on the amount held back will accrue and be payable by the Purchaser on the Holdback Payment Date at a per annum rate equal to one-month LIBOR plus 0.25. Holdback Payment Date The date on which the requirements under this Agreement for the transfer of the Servicing Rights from the Servicer to the Purchaser have been completed to the reasonable satisfaction of the Purchaser. Additional Closing Conditions Satisfactory completion, in the sole discretion of the Purchaser, of its due diligence review of the Mortgage Loans to insure that they meet the requirements set forth in this Agreement The Purchase Price for each ClosingMortgage Loan (inclusive of the Servicing Rights associated with such Mortgage Loan) listed on the related Mortgage Loan Schedule shall be the Purchase Price Percentage, multiplied by the Stated Principal Balance of such Mortgage Loan as of the related Cut-off Date. In addition to the Purchase Price as described above, the Purchaser shall pay to Seller the Originators, on the applicable related Closing Date, by wire transfer in accordance with accrued interest on each Mortgage Loan at the wire instructions of Seller delivered Mortgage Interest Rate from the related last Interest Paid to Purchaser on or Date through the day prior to such Closingthe related Closing Date, in U.S. dollars and immediately available fundsinclusive; provided, however, with respect to those Mortgage Loans for which interest has been paid through a date beyond the related Closing Date, such purchase price (each, accrued interest owing to Originators shall be reduced by the amount of interest accruing on the Stated Principal Balance of each such Mortgage Loan at a “Purchase Price”) rate equal to the product Mortgage Interest Rate of (x) such Mortgage Loan, from the aggregate number of Purchased Shares to be sold to Purchaser at such Closing and (y) $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”). In the event the Company fails to pay a Purchase Price on an applicable related Closing Date in accordance with to the foregoing, 120% of day prior to the sum of the aggregate Purchase Price Interest Paid to Date for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”Mortgage Loan, and the date of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”inclusive. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default The Purchase Price shall be reduced by the product Recording Fee, multiplied by the number of Mortgage Loans that are not MERS Mortgage Loans. With respect to each Mortgage Loan purchased, the Purchaser shall own and be entitled to receive (xexcept as otherwise described in this Agreement during the related Interim Servicing Period) the aggregate number following items that are received or collected on or after the related Cut-off Date: (i) all payments and/or recoveries of such Reduced Purchased Shares in such Purchase Share Reduction principal, (ii) all payments of interest on the Mortgage Loans, (iii) all fees, prepayment penalties or premiums (subject to Section 4.02), and (yiv) the Per Share Priceall other Ancillary Income.

Purchase Price. Upon As consideration for the terms sale, conveyance, assignment, transfer and delivery of the Property by Seller to Buyer, Buyer hereby agrees that the purchase price for the Property shall be $10,000,000.00. The Purchase Price shall be allocated between the Real Property and Personal Property as the parties may reasonably agree prior to Closing. The remaining balance of the Purchase Price, subject to closing adjustments and prorations, after crediting the conditions of this AgreementDeposit, at each Closing, Purchaser shall pay to Seller on the applicable Closing Date, by wire transfer be paid in accordance with the wire instructions of Seller delivered to Purchaser on cash or prior to such Closing, in U.S. dollars and immediately available fundsfunds at the Closing. Of the purchase price, such purchase price (each, a “Purchase Price”) equal to the product sum of (x) the aggregate number of Purchased Shares to be sold to Purchaser at such Closing and (y) $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) 125,000.00 xxxxxxx money (the “Per Share 1st Deposit”) shall be paid to First American Title Insurance Company, National Commercial Services, 000 X. Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, Attention: L. Xxxxxx Xxxxxxx, Xx., Telephone Direct: 000-000-0000, Mobile: 000-000-0000, Fax: 000-000-0000, Email: Xxxxxxxx@xxxxxxx.xxx (the “Escrow Agent”) upon acceptance of this Agreement by Seller. The Deposit shall be applied to the Purchase Price. The additional sum of $25,000.00 xxxxxxx money (the “2nd Deposit”), shall be paid by Buyer to Seller within 3 days after the expiration of the Due Diligence period (as that term is described below). The 1st and 2nd Deposit shall sometimes hereinafter be referred to as the “Deposit”. In the event the Company Seller defaults on any condition required of Seller after the expiration of the Due Diligence Period and prior to the time set for Closing, Buyer may elect to terminate or rescind this Agreement whereupon the Deposit shall be refunded by the Seller to Buyer and all further rights and obligations of the parties under this Agreement shall terminate, except for any indemnification provisions set forth herein which by their terms survive termination of this Agreement. In the event all of the conditions set forth in this Agreement and required to be performed by Seller are satisfied at the time set forth for the Closing, and Buyer has not previously terminated this Agreement as permitted herein and Buyer fails to pay a Purchase Price on an applicable Closing Date in accordance with purchase the foregoingProperty as provided herein, 120% of the sum of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”, and the date of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, Seller shall be referred entitled to herein as those remedies set forth in Section16, provided that the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt within limitation of the Default Purchase Price, Seller liability shall cause Seller Broker not apply to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced by the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share Priceindemnification obligation set forth herein.

Purchase Price. Upon The aggregate purchase price for the terms and subject to Purchased Assets shall be (i) $275,000,000 in cash (the conditions of this Agreement"Cash Purchase Price") plus (ii) the Assumed Liabilities, at each Closingas adjusted below, Purchaser shall pay to Seller on plus (iii) the applicable amount, if any, by which the Closing Date Accruals are less than $4,000,000. On the Closing Date, by wire transfer Seller shall deliver to Purchaser a statement of the Inventory of the Business (the "Closing Inventory Statement") as of one (1) business day prior to the Closing Date. The Closing Inventory Statement shall be prepared in accordance with generally accepted accounting principles in a manner consistent with that used in determining the wire instructions Interim Inventory Amount (as defined herein). The quantities of Seller delivered Inventory used to Purchaser determine the Inventory amount to be included in the Closing Inventory Statement will be based on or the results of a physical inventory of the Business to be taken one (1) business day prior to such Closing, in U.S. dollars and immediately available funds, such purchase price (each, a “Purchase Price”) equal to the product of (x) the aggregate number of Purchased Shares to be sold to Purchaser at such Closing and (y) $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”). In the event the Company fails to pay a Purchase Price on an applicable Closing Date in accordance with generally accepted accounting principles consistently applied. The physical inventory will be taken by Seller and/or Seller's representatives and may be observed by Purchaser and/or Purchaser's representatives. If the foregoingInventory amount on the Closing Inventory Statement (the "Closing Inventory Amount") is greater than $17,555,000 (the "Interim Inventory Amount"), 120% of then the sum of the aggregate Cash Purchase Price for such will be increased by the amount the Closing and all future Closings hereunder shall immediately become due and payable hereunder (Inventory Amount exceeds the “Default Interim Inventory Amount. If the Closing Inventory Amount is less than the Interim Inventory Amount, then the Cash Purchase Price”Price will be decreased by the amount the Interim Inventory Amount exceeds the Closing Inventory Amount. For the avoidance of doubt, the Interim Inventory Amount does not, and the date Closing Inventory Amount will not, include any Excluded Assets. From and after completion of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be physical inventory referred to herein as above and prior to the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase PriceClosing, Seller shall cause Seller Broker will not ship any Inventory unless appropriate adjustments are made to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced by the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share PriceClosing Inventory Amount.

Purchase Price. Upon In consideration for the terms and subject sale of Membership Interests pursuant to Section 1.1 hereof, each Seller shall be entitled, with respect to each Seller’s Membership Interests sold to Purchaser pursuant hereto, to consideration consisting of an amount in cash equal to such Seller’s Pro Rata Portion of the conditions of this Agreement, at each Purchase Price. At the Closing, Purchaser shall pay pay, or cause to be paid, to each Seller on such Seller’s Pro Rata Portion of the applicable Closing Date, Purchase Price by wire transfer of immediately available funds in accordance with the wire instructions of to be delivered by such Seller delivered to Purchaser on or not later than three (3) Business Days prior to the Closing Date. Purchaser shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to Sellers such Closingamounts as Purchaser is required to deduct and withhold under the Code, or any Tax law, with respect to the making of such payment. Provided that the Sellers satisfy the requirements of Section 1.4(f), Purchaser currently does not believe any withholding taxes are applicable. Before making any such deduction or withholding, Purchaser shall (i) provide Sellers ten (10) days’ notice of Purchaser’s intention to make such deduction and withholding and, in U.S. dollars reasonable detail, the authority, basis and immediately available fundsmethod of calculation for the proposed deduction or withholding in order for Sellers to obtain reduction of or relief from such deduction or withholding from the applicable Governmental Authority and/or execute and deliver to or file with such Governmental Authority and/or Purchaser such affidavits, certificates and other documents as may reasonably be expected to afford to Sellers a reduction of or relief from such deduction or withholding and (ii) cooperate with Sellers to the extent reasonable in efforts by Sellers to obtain such reduction of or relief from such deduction of withholding. To the extent that amounts are so withheld, such purchase price (each, a “Purchase Price”) equal withheld amounts shall be timely remitted to the product applicable Governmental Authority and treated for all purposes of (x) this Agreement as having been paid to the aggregate number Person in respect of Purchased Shares to be sold to Purchaser at whom such Closing deduction and (y) $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”). In the event the Company fails to pay a Purchase Price on an applicable Closing Date in accordance with the foregoing, 120% of the sum of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”, and the date of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced by the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share Pricewithholding was made.

Purchase Price. Upon As consideration for the terms and subject Shares, the Buyer shall pay, or cause to be paid, at the Closing to the conditions Sellers’ Representative (on behalf of this Agreementthe Sellers) an aggregate amount equal to One Hundred Twenty Million Dollars ($120,000,000) (the “Base Purchase Price”), at each Closing, Purchaser which Base Purchase Price shall pay be (a) decreased by the amount of any Debt and (b) increased (if a positive number) or decreased (if a negative number) by the Change in Net Stockholders’ Equity Amount (the Base Purchase Price as so adjusted is referred to Seller on as the applicable Closing Date, by wire transfer in accordance with the wire instructions of Seller delivered to Purchaser on or prior to such Closing, in U.S. dollars and immediately available funds, such purchase price (each, a “Purchase Price”). At the Closing, the Buyer will pay, or cause to be paid, the Purchase Price in the following manner: (A) equal the Total Debt Payoff Amount as specified (and in the amounts specified) in the Funds Flow Memorandum, (B) in the event of a Wind Holdback Event, then the Wind Holdback Amount shall be retained by the Buyer, (C) deposit the Kingsway Escrow Amount with the Escrow Agent, (D) the Kingsway Holdback Amount shall be retained by the Buyer, (E) the Transaction Expenses to the product of appropriate parties pursuant to the wire instructions attached to the Funds Flow Memorandum, and (xF) the aggregate number remaining balance of Purchased Shares to be sold to Purchaser at such Closing and the Purchase Price (y) $3.00 (in each case, as adjusted for stock splitsby the Change in Net Stockholders’ Equity Amount) to the Sellers’ Representative (on behalf of the Sellers) pursuant to the wire instructions attached to the Funds Flow Memorandum. No later than five Business Days prior to the Closing, stock dividendsthe Sellers’ Representative shall prepare in good faith and deliver to the Buyer the estimated Debt, stock combinationsChange in Net Stockholders’ Equity Amount, recapitalizations Wind Holdback Amount and similar events) Transaction Expenses (the “Per Share PriceEstimated Amounts”)) together with any supporting documents as the Buyer requests. In the event of a disagreement by the Company fails to pay a Purchase Price on an applicable Closing Date in accordance Buyer with the foregoing, 120% Sellers’ Representative’s calculation of the sum Estimated Amounts, the Buyer and the Sellers’ Representative shall negotiate in good faith with a view to resolving such disagreements as promptly as practicably. The Closing shall not occur until any such disagreement has been resolved to the reasonable satisfaction of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”, Buyer and the date of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced by the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share PriceSellers’ Representative.

Purchase Price. Upon In consideration of the sale, assignment, transfer and conveyance to the Depositor of the Aggregate Receivables and related Transferred Assets, on the terms and subject to the conditions of set forth in this Agreement, at the Depositor shall, on each ClosingSale Date, Purchaser shall pay and deliver to Seller Ditech, in immediately available funds on the applicable Closing related Sale Date, or otherwise promptly following such Sale Date if so agreed by wire transfer in accordance with Ditech, as receivables seller, and the wire instructions of Seller delivered to Purchaser on or prior to such ClosingDepositor, in U.S. dollars and immediately available funds, such a purchase price (each, a the “Purchase Price”) equal to (i) in the product case of one Receivable sold, assigned, transferred and conveyed on such Sale Date, the fair market value of such Receivable on such Sale Date or (ii) in the case more than one Receivable is sold, assigned, transferred and conveyed on such Sale Date, the aggregate of the fair market values of such Receivables on such Sale Date, payable in cash to the extent of funds available to the Depositor. To the extent that the Purchase Price of the Additional Receivables is greater than the cash portion of the Purchase Price, then the Depositor shall (i) first, pay such portion of the Purchase Price in the form of a borrowing under the Subordinated Note in the form attached hereto as Exhibit A; provided however, that the Depositor may not make any borrowing under the Subordinated Note unless at the time of (xand immediately after) each borrowing thereunder, both before and after the sale transaction (1) the aggregate number Depositor’s total assets exceed its total liabilities, (2) the Depositor’s cash on hand is sufficient to satisfy all of Purchased Shares its current obligations (other than its obligations under the Subordinated Note and the obligation to be sold to Purchaser pay the Purchase Price), (3) the Depositor is adequately capitalized at such Closing a commercially reasonable level and (y4) $3.00 the Depositor has determined that its financial capacity to meet its financial commitment under the Subordinated Note is adequate and (ii) second, to the extent the Depositor cannot make a borrowing under the Subordinated Note, accept a contribution to its capital from Ditech in an amount equal to the remaining unpaid portion of the Purchase Price. Ditech is hereby authorized by the Depositor to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each caseadvance thereunder, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”). In the event the Company fails to pay a Purchase Price on an applicable Closing Date in accordance with the foregoing, 120% of the sum of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”, and well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of the Depositor thereunder. Ditech shall record in its books and records all increases in and payments in reduction of the outstanding principal amount of the Subordinated Note. The Depositor shall not have any obligation to pay to Ditech a cash Purchase Price in connection with any Delinquency Advance arising in connection with a Credited Advance Funding unless Ditech pays to the Depositor or its assigns the Advance Reimbursement Amounts for the Delinquency Advances deemed to have been reimbursed in connection with such Credited Advance Funding. Ditech shall contribute any such default, each a “Default Date”) and such Default Delinquency Advances for which there is no Cash Purchase Price shall bear interest at paid to the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced by the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share PriceDepositor.

Purchase Price. Such purchase and sale shall be made by execution and delivery by the Senior Creditors and the Subordinated Creditors of an Assignment and Assumption in the form attached to the Bank Credit Agreement. Upon the terms date of such purchase and subject sale, the Subordinated Creditors shall (i) pay to the conditions Senior Creditor Representative for the benefit of this Agreementthe holders of the Senior Debt as the purchase price therefore the full amount of all the Senior Debt then outstanding and unpaid (including principal, at each Closinginterest, Purchaser fees, Eurodollar breakage or similar breakage amounts, and expenses, including reasonable attorneys’ fees and expenses), (ii) cash collateralize any interest rate, foreign currency, or commodity hedge agreements that have not been terminated in a manner satisfactory to the Senior Creditor Representative, (iii) agree to reimburse the Senior Creditors for any loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) in connection with any commissions, fees, costs or expenses related to any issued and outstanding hedge agreements as described above and any checks or other payments provisionally credited to the Senior Debt, and/or as to which the Senior Creditors have not yet received final payment, and (iv) agree to reimburse (or back by stand-by letters of credit or cash collateral in a manner satisfactory to the Senior Creditor Representative) the Senior Creditors in respect of indemnification obligations of the Loan Parties under the Senior Debt Documents as to matters or circumstances known to or determinable by Senior Creditor Representative which could reasonably be expected to result in any loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) to the Senior Creditors. Such purchase price and cash collateral shall pay to Seller on the applicable Closing Date, be remitted by wire transfer of immediately available funds to such bank account of the Senior Creditors as the Senior Creditor Representative may designate in accordance with writing to the wire instructions of Seller delivered Subordinated Creditor Representative for such purpose. Interest shall be calculated to, but shall exclude, the business day on which such purchase and sale shall occur if the amounts so paid by the Subordinated Creditors to Purchaser on or the bank account designated by the Senior Creditor Representative are received in such bank account prior to such Closing2:00 p.m., in U.S. dollars Chicago time, and immediately available fundsinterest shall be calculated to, and shall include, such purchase price (each, a “Purchase Price”) equal business day if the amounts so paid by the Subordinated Creditors to the product of (x) bank account designated by the aggregate number of Purchased Shares to be sold to Purchaser at Senior Creditor Representative are received in such Closing and (y) $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”). In the event the Company fails to pay a Purchase Price on an applicable Closing Date in accordance with the foregoing, 120% of the sum of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”, and the date of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no bank account later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price2:00 p.m., Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any Chicago time on such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced by the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share Priceday.

Purchase Price. Upon the terms and subject to the conditions of this Agreement, at each Closing, Purchaser shall pay to Seller on the applicable Closing Date, by wire transfer in accordance with the wire instructions of Seller delivered to Purchaser on or prior to such Closing, in U.S. dollars and immediately available funds, such purchase price (each, a a) The “Purchase Price”) ” for the Purchased Assets that are conveyed to HRAC I under this Agreement shall be payable in cash in an amount equal to the product sum of (xi) 100% of the aggregate balance of the Principal Receivables, and such of the Finance Charge and Administrative Receivables as constitute fees and charges relating to debt cancellation, debt waiver and other enhancement and insurance programs administered by the Bank, so conveyed, plus (ii) the aggregate number present value of Purchased Shares anticipated excess spread, including Interchange, computed by taking into account factors such as historical losses (and discounted to take into account any uncertainty as to future performance matching historical performance), servicing fees, delinquencies, payment rates and yield, such sum adjusted to reflect any other factors as the Bank and HRAC I mutually may agree will result in a Purchase Price determined to be sold to Purchaser at the fair market value of such Closing and (y) $3.00 (Purchased Assets. This computation of initial Purchase Price shall assume no reinvestment in each casenew Receivables. The Purchase Price for the Purchased Assets, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) shall be payable on a date (the “Per Share Price”). In the event the Company fails to pay a Purchase Price on an applicable Closing Date in accordance with the foregoing, 120% of the sum of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”, and the date of any such default, each a “Default Payment Date”) mutually agreed to by the Bank and such Default Purchase Price shall bear interest at the rate of one and a half percent HRAC I (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By but no later than the third (3rd) business 15th day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker month following the month in which such Purchased Assets are conveyed by the Bank to effect HRAC I) in cash in an amount equal to the delivery sum of (i) 100% of the Default Purchased Shares aggregate balance of the Principal Receivables, and such of the Finance Charge and Administrative Receivables as constitute fees and charges relating to Purchaser. Notwithstanding debt cancellation, debt waiver and other enhancement and insurance programs administered by the foregoingBank, until so conveyed, plus (ii) the Purchaser shall have paid present value of anticipated excess spread, including Interchange, computed by taking into account factors such as historical losses (and discounted to take into account any uncertainty as to future performance matching historical performance), servicing fees, delinquencies, payment rates and yield, such sum adjusted to reflect any other factors as the Default Bank and HRAC I mutually may agree will result in a Purchase Price determined to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at be the sole option fair market value of Seller, such Purchased Assets. The Bank and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on HRAC I confirm that a share by share basis and the Default Purchase Price shall be reduced equal to the fair market value of all Purchased Assets sold to HRAC I through the date hereof has been paid by HRAC I to the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share PriceBank.

Purchase Price. Upon The price offered by the terms Seller or the price specified in the Buyer's Order is fixed, exclusive of VAT unless specified otherwise, and subject includes all extra expenses of the Seller (especially costs of transport, packaging, insurance). Unless the Contracting Parties have agreed otherwise, the Seller is not entitled to its change for any reasons. Delivery terms, transport and packing Unless different delivery term is specified in the confirmed Order, the agreed delivery term is deemed to be 7 calendar days starting from the day of delivery of the Seller's confirmation of the Order to the conditions Buyer. Supplies prior to the specified delivery term can only be made with Buyer’s consent. Such supplies that were not approved by the Buyer can either be refused by the Buyer or stored at the Seller’s expenses. The Seller has to make all steps to meet the delivery term at its own costs. The Seller is obliged to deliver the Goods to the place specified in the Order together with the adequate delivery note. Unless the delivery place has been specified in the Order, the delivery condition DDP Buyer’s plant applies (INCOTERMS 2010). The Seller obliges to effect insurance for the Goods for the whole time of this its transport, including eventual storage upto the place of their delivery to the Buyer. The risk of damages passes to the Buyer by the Buyer´s take-over of the Goods at the place of delivery. The Seller is obliged to issue a delivery note for each delivery, containing at least the following data: Identification of the Seller and the Buyer, Delivery note number, Order number, Quantity and type of the Goods, including the Buyer’s Part Number if it is mentioned in the Order, Date of delivery, Seller’s stamp and signature. Title to the Goods passes to the Buyer upon due and timely delivery of the Goods to the Buyer's plant or in case a different delivery place has been specified in the Order, upon delivery of the Goods to the place specified in the Order. In case of delayed delivery of the Goods, the Seller is obliged to pay the contractual penalty to the Buyer for each day of delay amounting to 0.2% of the purchase price of the Goods (inclusive of VAT) that were not delivered to the Buyer pursuant to the Purchase Agreement. The right of the Buyer for compensation of loss caused by failure to supply the required quantity of Goods is not affected or limited by the present provision regarding the contracting penalty. The Buyer reserves the right to withdraw from any Order and not to pay for the Goods if the Goods were not duly supplied in the agreed delivery term. The Buyer reserves the right to suspend or to refuse receipt of delivery at the time when its business activity is disturbed especially by strikes, lock-outs or any events of any kind that are beyond the Buyer's control (force majeure). The Seller has no right for any compensation. If the Goods does not correspond with the respective description, specification or drawing specified in the Order at each Closingthe time of its delivery or afterwards, Purchaser or if they were not supplies in time and duly, the Buyer reserves the right to refuse receipt of the Goods (withdraw from the agreement). At its own discretion the Buyer is entitled to: accept the whole delivery or its part; or refuse the whole delivery and require alternative delivery from the Seller or from any third party while in such a case the Seller is obliged to compensate the Buyer for any related costs. If the Buyer has to accept defective Goods due to lack of time and to carry out the repair by its own means, the Seller is obliged to compensate the Buyer for any related costs. All payments, transport costs or any fees paid by the Buyer in connection with repair of such defective Goods will be paid by the Seller to the Buyer without undue delay. Pursuant to the above mentioned the Seller shall pay agree that the Buyer is entitled to carry out the repair by its own means. All Goods must be delivered to the place specified in the Order, or in the present General Purchase Conditions. If the Goods have been incorrectly delivered to a different place, the Seller on will bear all expenses related to delivery of the applicable Closing Date, by wire transfer Goods to the respective delivery place. The Seller is not entitled to pass any rights or obligations arising from the Purchase Agreement/supply to a third party without Buyer’s prior written consent. Any Goods supplied according to the Buyer’s Order must be packed in accordance with its instructions. If the wire instructions packing of the Goods is not further specified, the Seller delivered is obliged to Purchaser pack the Goods in such a way that sufficient protection against its damage is ensured and it enables handling the Goods at the same time. The Seller is obliged to state the Buyer’s Order number on the package. If the Seller is the producer of packages or prior packing materials, it has to such Closingprovide the Buyer with written confirmation that it is included in the EKO-KOM system and that it pays fees for launching the packages (Declaration of Meeting the Conditions for Launching a Package). Weight of one packaging unit cannot exceed 15 kg. Unless specified in the Purchase Agreement otherwise, in U.S. dollars the Buyer is not obliged to pay any fee for the packages. Unless the contracting parties agree otherwise, any chargeable returnable package will not be paid for by the Buyer, but returned at the Seller's expenses. The Seller is responsible for defects of the Goods caused during transportation even if the Buyer took over the Goods at the delivery place. In case of supply of chemicals, the Seller has to ensure all documents required by valid legislation (up-to-date safety sheet, marking the package, etc.) and immediately available funds, such purchase price (each, a “Purchase Price”) equal to attach it to the product of (x) the aggregate number of Purchased Shares to be sold to Purchaser at such Closing and (y) $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”). In the event the Company fails to pay a Purchase Price on an applicable Closing Date in accordance with the foregoing, 120% of the sum of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”, and the date of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced by the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share Pricedelivery.

Purchase Price. Upon At the Closing, upon the terms and subject to the conditions of this Agreementset forth herein, at each Closing, Purchaser Buyer shall pay to Seller on for the applicable Closing Datesale, by wire transfer in accordance with transfer, assignment, conveyance and delivery of the wire instructions Assets, the aggregate amount of Seller delivered to Purchaser on or prior to such Closing, in U.S. dollars and immediately available funds, such purchase price Twenty Million Dollars (each, a $20,000,000) (the “Purchase Price”) equal to less the product of (x) the aggregate number of Purchased Shares to be sold to Purchaser at such Closing and (y) $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”). In the event the Company fails to pay a Purchase Price on an applicable Closing Date in accordance with the foregoing, 120% of the sum of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”, Escrow Amount and the date Holdback Amount, by wire transfer of any such default, each a “Default Date”) immediately available funds to an account designated by Seller and such Default shall assume the Assumed Liabilities pursuant to this Agreement. The Purchase Price shall bear interest at be allocated among the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, Assets in the aggregate, manner required by Section 1060 of the Code and regulations thereunder. Buyer will provide the allocation to the Seller within thirty (30) calendar days after the Buyer receives the Closing Balance Sheet from the Seller. If Seller does not object to the allocation it shall be referred to herein attached hereto as Exhibit B. If Seller disagrees with the “Default Purchased Shares”. By no later than allocation, Seller shall notify Buyer of such disagreement in writing specifying in detail the third particulars of such disagreement within fifteen (3rd15) business day days after Seller’s receipt of the Default Purchase Price, allocation. Buyer and Seller shall cause Seller Broker to effect the use their best efforts for a period of thirty (30) calendar days after Buyer’s delivery of such notice (or such longer period as Buyer and Seller shall mutually agree upon) to resolve any disagreements raised by Buyer with respect to the Default Purchased Shares to Purchasercalculation of the allocation. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below)If, at the sole option end of Sellersuch period, Buyer and upon Seller are unable to resolve such disagreements, PricewaterhouseCoopers LLP and Deloitte & Touche LLP, independent auditors of Seller and Buyer, respectively, shall jointly select a third independent auditor of recognized national standing to resolve any remaining disagreements. The determination by such Purchase Share Reduction third independent auditor shall be final, binding and conclusive on the applicable Reduced Purchased Shares parties. Buyer and Seller shall use their best efforts to cause such third independent auditor to make its determination within thirty (as defined below30) shall reduce the Default Purchased Shares calendar days of accepting its selection. Buyer and Seller agree to each prepare and file on a share by share timely basis with the Internal Revenue Service substantially identical initial and the Default Purchase Price shall be reduced by the product of (x) the aggregate number of supplemental Internal Revenue Service Forms 8594 “Asset Acquisition Statements Under Section 1060” consistent with such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share Priceallocation.

Purchase Price. Upon The amount payable by the terms and subject Issuer to the conditions of Seller (the "PURCHASE PRICE") for Designated Receivables and the Receivables Property on any Payment Date under this Agreement, at each Closing, Purchaser Agreement shall pay to Seller on the applicable Closing Date, by wire transfer in accordance with the wire instructions of Seller delivered to Purchaser on or prior to such Closing, in U.S. dollars and immediately available funds, such purchase price (each, a “Purchase Price”) be equal to the product of (xa) the aggregate number Outstanding Balance of Purchased Shares to be the Designated Receivables sold to Purchaser at such Closing and the Issuer hereunder since the immediately preceding Payment Date TIMES (yb) $3.00 (in each case, as adjusted the Discounted Percentage; PROVIDED that for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”). In the event the Company fails to pay a Purchase Price on an applicable Closing Date in accordance with the foregoing, 120% purposes of the sum of Payment Date occurring on the aggregate Initial Closing Date, the Purchase Price for such the Designated Receivables and the Receivables Property existing on the Initial Closing and all future Closings hereunder Date shall immediately become due and payable hereunder be based on the Designated Receivables existing as of the Cut-Off Date (the “Default Purchase Price”"INITIAL CLOSING DATE PURCHASE PRICE"). On the first Settlement Date occurring after the Initial Closing Date (the "INITIAL SETTLEMENT DATE"), and the date of any such default, each a “Default Date”) and such Default Seller shall determine the Purchase Price shall bear interest at for the rate of one Designated Receivables and a half percent Receivables Property existing on the Initial Closing Date based on the Designated Receivables existing on the Initial Closing Date (1.5%) per month (prorated for partial months) until the "ACTUAL CLOSING DATE PURCHASE PRICE"). If the Initial Closing Date Purchase Price paid in full and by the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in Issuer on the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later Initial Closing Date is greater than the third (3rd) business day after Seller’s receipt of the Default Actual Closing Date Purchase Price, the Seller shall cause Seller Broker apply that excess to effect reduce the delivery outstanding principal amount of the Default Purchased Shares to PurchaserSubordinated Note on the Initial Settlement Date. Notwithstanding If the foregoing, until the Purchaser shall have paid the Default Initial Closing Date Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced paid by the product Issuer on the Initial Closing Date is less than the Actual Closing Date Purchase Price, the Issuer shall pay that difference to the Seller on the Initial Settlement Date by increasing the outstanding principal amount of (x) the aggregate number Subordinated Note in the amount of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share Pricedifference.

Purchase Price. Upon In full consideration for the purchase of the Current Excess Servicing Spread and the rights under the Future Spread Agreement for Non-Agency Mortgage Loans, and upon the terms and subject to the conditions of this Agreement, at each Closing, Purchaser shall pay to Seller on the applicable Closing Date, by wire transfer in accordance with Date an amount (the wire instructions of Seller delivered to Purchaser on or prior to such Closing, in U.S. dollars and immediately available funds, such purchase price (each, a “Base Purchase Price”) equal to the product of (x) the aggregate number outstanding principal balance of Purchased Shares to be sold to Purchaser at such Closing and the Mortgage Loans as of the Cut-Off Date, (y) $3.00 the Purchase Price Percentage and (in each case, as adjusted z) the Current Excess Servicing Spread Percentage. The Base Purchase Price shall be allocated by the Parties on the Closing Date to reflect the consideration for stock splits, stock dividends, stock combinations, recapitalizations and similar events) the purchase of the Current Excess Servicing Spread hereunder (the “Per Share Purchase Price”)) and the consideration for the rights acquired by Purchaser under the Future Spread Agreement for Non-Agency Mortgage Loans. In Purchaser will also pay to Seller a supplemental purchase price (the event “Supplemental Purchase Price”) equal to the Company fails to pay product of (i) $25 million and (ii) a Purchase Price on an applicable Closing Date in accordance with fraction, the foregoing, 120% numerator of which is the sum of the “Base Purchase Price” paid by Purchaser under (and as defined in) each Sale Agreement on the applicable Closing Date and the denominator of which is the aggregate purchase price paid by Seller to Aurora to acquire the mortgage servicing rights pursuant to the Residential Servicing Business Asset Purchase Agreement. Purchaser will allocate the Supplemental Purchase Price under each or any of the Sale Agreements and Future Spread Agreements in its reasonable discretion. The portion of the Supplemental Purchase Price so allocated to the applicable Sale Agreement and the related Future Spread Agreement shall be paid by Purchaser on the “Closing Date” applicable to each such Sale Agreement and the related Future Spread Agreement. The parties intend that any Purchase Price Adjustment Amount received by Purchaser pursuant to Section 3.04(a) of this Agreement be characterized as an adjustment to the Purchase Price for such Closing federal, state and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”local income tax purposes, and the date of neither Party shall take any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one position on any tax return or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced by the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share Pricetax filing inconsistent therewith.

Purchase Price. Upon (a) The aggregate consideration for the terms Purchased Assets shall be an amount in cash and subject to the conditions of this Agreement, at each Closing, Purchaser shall pay to Seller on the applicable Closing Date, by wire transfer in accordance with the wire instructions of Seller delivered to Purchaser on or prior to such Closing, in U.S. dollars and immediately available funds, such purchase price (each, a “Purchase Price”) Buyer Common Stock equal to the product Purchase Price plus the assumption by Buyer of (x) the Assumed Obligations with respect to such Purchased Assets, which aggregate number of Purchased Shares consideration Seller and Buyer independently have determined to be sold to Purchaser at such Closing the fair value of the Purchased Assets. The Purchase Price will be payable forty-one and two-tenths percent (y41.2%) $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) cash (the “Per Cash Consideration”) and fifty-eight and eight-tenths percent (58.8%) in Buyer Common Stock (the “Stock Consideration”), valued at the Buyer IPO Per-Share Price”). For these purposes, the number of shares of Buyer Common Stock to be issued to Seller at Closing shall be based on the anticipated Buyer IPO Per-Share Price, as determined by the lead underwriters in the Buyer IPO and communicated to the Parties prior to Closing. In the event that the Company fails actual Buyer IPO Per-Share Price is less than or greater than the anticipated Buyer IPO Per-Share Price used for purposes of determining the number of shares of Buyer Common Stock issued at Closing, immediately prior to pay Buyer’s election to be treated as a Purchase Price on an applicable Closing Date in accordance with business development company under the foregoing, 120% 1940 Act and the pricing of the sum Buyer IPO, Buyer shall issue to, or redeem from, Seller such number of shares of Buyer Common Stock as is necessary to reflect the aggregate Purchase number of shares to which Seller is entitled based on the actual Buyer IPO Per-Share Price for (and Seller expressly consents to Buyer instructing its transfer agent to so reflect the redemption and cancellation of such Closing shares of Buyer Common Stock in connection therewith). At the Closing, the Cash Consideration shall be deemed to have been paid to and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”received by, and the date of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Priceproperty of, Seller shall cause Seller Broker to effect the upon delivery of the Default Purchased Shares Cash Consideration into the Cash Escrow Account. The Stock Consideration will be issued to PurchaserSeller in book entry form. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default The Purchase Price shall be reduced by the product of (x) the aggregate number of such Reduced Purchased Shares further adjusted in such Purchase Share Reduction and (y) the Per Share Priceaccordance with Section 3.2.

Purchase Price. Such purchase and sale shall be made by execution and delivery by Subordinated Creditor, of an Assignment Agreement in form and substance reasonably satisfactory to Senior Lender. Upon the date of such purchase and sale, Subordinated Creditor, shall (i) pay to Senior Secured Parties as the purchase price therefor the full amount of all the Senior Debt then outstanding and unpaid (including principal, interest, fees, LIBOR breakage or similar breakage amounts, and all actual out-of-pocket costs and expenses (including reasonable legal fees and expenses) actually incurred by Senior Lender in enforcing the terms and subject of the Senior Credit Documents), (ii) furnish cash collateral to Senior Lender with respect to any outstanding Letter of Credit Obligations in such amounts as are required under the Senior Documents, (iii) cash collateralize any Hedging Obligations that have not been terminated in a manner satisfactory to the conditions applicable counterparties, (iv) agree to reimburse (or if required by Senior Lender, back by standby letters of credit or cash collateral in a manner satisfactory to Senior Lender) Senior Lender and Senior Secured Parties for any actual out-of-pocket loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) in connection with any actual out-of-pocket commissions, fees, costs or expenses related to any issued and outstanding Letter of Credit Obligations under the Senior Documents and Hedging Obligations as described above and any checks or other payments provisionally credited to the Senior Debt, and/or as to which Senior Lender and/or any Senior Secured Party has not yet received final payment, (v) [reserved], and (vi) use commercially reasonable efforts to obtain a customary release of Senior Lender and the Senior Secured Parties by all Obligors that are then parties to the Senior Documents of and from any further obligations under the Senior Documents and the release by the Subordinated Creditor, as applicable, of Senior Lender and the Senior Secured Parties of any further obligations under this Agreement, at each Closing, Purchaser . Such purchase price and cash collateral shall pay to Seller on the applicable Closing Date, be remitted by wire transfer of immediately available funds to such bank account of Senior Lender as Senior Lender may designate in accordance with writing to Subordinated Creditor, as applicable, for such purpose. Interest shall be calculated to but excluding the wire instructions of Seller delivered Business Day on which such purchase and sale shall occur if the amounts so paid by Subordinated Creditor, as applicable, to Purchaser on or the bank account designated by Senior Lender are received in such bank account prior to 3:00 p.m. Eastern time and interest shall be calculated to and including such ClosingBusiness Day if the amounts so paid by Subordinated Creditor, in U.S. dollars and immediately available fundsas applicable, such purchase price (each, a “Purchase Price”) equal to the product of (x) the aggregate number of Purchased Shares to be sold to Purchaser at bank account designated by Senior Lender are received in such Closing and (y) $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”). In the event the Company fails to pay a Purchase Price on an applicable Closing Date in accordance with the foregoing, 120% of the sum of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”, and the date of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no bank account later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced by the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share Price3:00 p.m. Eastern time.

Purchase Price. Upon Subject to any adjustments that may be made under Section 2.05, the terms and subject to the conditions of this Agreement, at each Closing, Purchaser shall pay to Seller on the applicable Closing Date, by wire transfer in accordance with the wire instructions of Seller delivered to Purchaser on or prior to such Closing, in U.S. dollars and immediately available funds, such purchase price (each, a the “Purchase Price”) equal to for the product of Assets will be Four Hundred Nineteen Million Five Hundred Thousand Dollars (x) the aggregate number of Purchased Shares to be sold to Purchaser at such Closing and (y) $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”419,500,000). In the event the Company fails to pay a Purchase Price on an applicable Closing Date in accordance with the foregoing, 120% of the sum of the aggregate The Purchase Price for the Assets shall be allocated among the Assets as set forth in Schedule 2.02 hereto. The amount so allocated to a part of the Assets shall constitute the Allocated Values for such part of the Assets. Seller and Buyer agree to be bound by the allocation set forth in Schedule 2.02 for purposes of Article 11 hereof. Contemporaneously herewith, (i) Buyer, Buyer’s Parent and Seller have executed and delivered the Escrow Agreement, (ii) Buyer’s Parent and Seller have executed and delivered the Registration Rights Agreement; and (iii) Buyer has delivered to the Escrow Agent the cash portion of the Deposit and a scanned copy of the certificate representing the Deposit Shares issued in the name of Seller, to Seller a certified copy of resolutions adopted by the Board of Directors of Buyer’s Parent authorizing Buyer’s Parent’s issuance and delivery of the Deposit Shares, and to Seller an opinion of Xxxxxxx, Xxxxxx Xxxxxxxxx regarding Buyer’s Parent and the Deposit Shares. This Agreement shall not be deemed effective until the actions described in the immediately preceding sentence have occurred. Within two (2) Business Days after the date of execution of this Agreement, Buyer shall deliver to the Escrow Agent the certificate representing the Deposit Shares issued in the name of Seller. If the Closing timely occurs, Buyer and all future Closings hereunder Seller shall immediately become due direct the Escrow Agent to return the Deposit to Buyer at Closing. If the Closing does not timely occur as a result of the Breach by Buyer of the terms of this Agreement and payable hereunder there has been no Breach by Seller of the terms of this Agreement, Buyer and Seller shall direct the Escrow Agent to deliver the Deposit to Seller as its sole and exclusive remedy and as liquidated damages (and not as a penalty), subject to Seller’s additional recourse against Buyer and Buyer’s Parent for any Breach of Section 4.10, the “Default Purchase Price”Escrow Agreement, or the Registration Rights Agreement, and the date right to recover attorneys’ fees, costs, and expenses pursuant to Section 12.15 in enforcing Seller’s rights in respect of any such default, each a “Default Date”) the Deposit and such Default Purchase Price other provisions and agreements. If the Closing does not timely occur for any other reason, Buyer and Seller shall bear direct the Escrow Agent to return the Deposit to Buyer. Any interest at or other earnings on the rate Deposit minus any fees and expenses of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, Escrow Agent shall be referred delivered to herein the party to whom the Deposit is delivered to pursuant to the terms set forth herein. If the Closing does not timely occur as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt a result of the Default Purchase PriceBreach by Seller of the terms of this Agreement and there has been no Breach by Buyer of the terms of the Agreement, Buyer at its option may (a) terminate this Agreement and Seller shall cause Seller Broker be liable to effect Buyer for all Damages incurred by Buyer arising out of such Breach and termination not to exceed the delivery actual costs, expenses, and fees incurred by Buyer in evaluating, negotiating, entering into, terminating, and enforcing this Agreement, plus Two Million Dollars ($2,000,000), or (b) enforce specific performance of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, duties and obligations of Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced by the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share Priceunder this Agreement.

Purchase Price. Upon In consideration of the sale, assignment, transfer and conveyance to the Depositor of the Aggregate Receivables and related Transferred Assets, on the terms and subject to the conditions of set forth in this Agreement, at the Depositor shall, on each ClosingSale Date, Purchaser shall pay and deliver to Seller Green Tree, in immediately available funds on the applicable Closing related Sale Date, or otherwise promptly following such Sale Date if so agreed by wire transfer in accordance with Green Tree, as receivables seller, and the wire instructions of Seller delivered to Purchaser on or prior to such ClosingDepositor, in U.S. dollars and immediately available funds, such a purchase price (each, a the “Purchase Price”) equal to (i) in the product case of one Receivable sold, assigned, transferred and conveyed on such Sale Date, the fair market value of such Receivable on such Sale Date or (ii) in the case more than one Receivable is sold, assigned, transferred and conveyed on such Sale Date, the aggregate of the fair market values of such Receivables on such Sale Date, payable in cash to the extent of funds available to the Depositor. To the extent that the Purchase Price of the Additional Receivables is greater than the cash portion of the Purchase Price, then the Depositor shall (i) first, pay such portion of the Purchase Price in the form of a borrowing under the Promissory Note in the form attached hereto as Exhibit A; provided however, that the Depositor may not make any borrowing under the Subordinated Note unless at the time of (xand immediately after) each borrowing thereunder, both before and after the sale transaction (1) the aggregate number Depositor’s total assets exceed its total liabilities, (2) the Depositor’s cash on hand is sufficient to satisfy all of Purchased Shares its current obligations (other than its obligations under the Subordinated Note and the obligation to be sold to Purchaser pay the Purchase Price), (3) the Depositor is adequately capitalized at such Closing a commercially reasonable level and (y4) $3.00 the Depositor has determined that its financial capacity to meet its financial commitment under the Subordinated Note is adequate and (ii) second, to the extent the Depositor cannot make a borrowing under the Subordinated Note, accept a contribution to its capital from Green Tree in an amount equal to the remaining unpaid portion of the Purchase Price. Green Tree is hereby authorized by the Depositor to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each caseadvance thereunder, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”). In the event the Company fails to pay a Purchase Price on an applicable Closing Date in accordance with the foregoing, 120% of the sum of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”, and well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of the Depositor thereunder. Green Tree shall record in its books and records all increases in and payments in reduction of the outstanding principal amount of the Subordinated Note. The Depositor shall not have any obligation to pay to Green Tree a cash Purchase Price in connection with any Delinquency Advance arising in connection with a Credited Advance Funding unless Green Tree pays to the Depositor or its assigns the Advance Reimbursement Amounts for the Delinquency Advances deemed to have been reimbursed in connection with such Credited Advance Funding. Green Tree shall contribute any such default, each a “Default Date”) and such Default Delinquency Advances for which there is no Cash Purchase Price shall bear interest at paid to the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced by the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share PriceDepositor.

Purchase Price. Upon the terms and subject (a)Not later than five Business Days prior to the conditions of this Agreement, at each Closing, Purchaser shall pay to Seller on the applicable Closing Date, by wire transfer the Sellers shall prepare and deliver to Buyer a good faith estimated Closing Balance Sheet (the "Estimated Closing Date Balance Sheet") and calculation and estimate of the Closing Working Capital (the “Estimated Working Capital”). For ease of preparation, the Estimated Closing Date Balance Sheet and Estimated Working Capital shall be prepared as if the Closing occurred as of the last day of the month prior to the month in which the Closing occurs. The Estimated Closing Date Balance Sheet, Estimated Working Capital, and each element of the Estimated Working Capital, shall be prepared in accordance with Exhibit F and GAAP (and for the wire instructions avoidance of Seller delivered to Purchaser on or prior to such Closingdoubt if there is an inconsistency between Exhibit F and GAAP, in U.S. dollars and immediately available funds, such purchase price (each, a “Purchase Price”) equal to the product of (x) the aggregate number of Purchased Shares to be sold to Purchaser at such Closing and (y) $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”). In the event the Company fails to pay a Purchase Price on an applicable Closing Date in accordance with the foregoing, 120% of the sum of the aggregate Purchase Price for such Closing and all future Closings hereunder Exhibit F shall immediately become due and payable hereunder (the “Default Purchase Price”, and the date of any such default, each a “Default Date”prevail) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”accompanied by reasonable supporting detail. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the Following delivery of the Default Purchased Shares to Purchaser. Notwithstanding Estimated Closing Date Balance Sheet and Estimated Working Capital, the foregoingSellers shall provide Buyer with reasonable access, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Sellerduring normal business hours upon reasonable notice, and upon any such Purchase Share Reduction in a manner so as to not unduly interfere with the applicable Reduced Purchased Shares (as defined below) shall reduce normal business operations of the Default Purchased Shares on a share by share basis Sellers, to the working papers and the Default Purchase Price books and records of the Sellers used in connection with the Sellers' preparation of the Estimated Closing Date Balance Sheet and Estimated Working Capital. Not later than one (1) Business Day prior to the Closing, Buyer shall identify any adjustments that it reasonably believes are required to be reduced made to the Estimated Closing Date Balance Sheet and Estimated Working Capital. Sellers shall consider in good faith any adjustments proposed by Buyer and if Sellers agree with any of the product of (x) proposed adjustments, Sellers shall re-deliver to Buyer the aggregate number of Estimated Closing Date Balance Sheet and Estimated Working Capital reflecting such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share Pricerevisions.

Purchase Price. Upon In consideration of the sale, assignment, transfer and conveyance to the Depositor of the Aggregate Receivables and related Transferred Assets, on the terms and subject to the conditions of set forth in this Agreement, at the Depositor shall, on each ClosingSale Date, Purchaser shall pay and deliver to Seller Nationstar, in immediately available funds on the applicable Closing related Sale Date, or otherwise promptly following such Sale Date if so agreed by wire transfer in accordance with Nationstar, as receivables seller, and the wire instructions of Seller delivered to Purchaser on or prior to such ClosingDepositor, in U.S. dollars and immediately available funds, such a purchase price (each, a the “Purchase Price”) equal to (i) in the product case of one Receivable sold, assigned, transferred and conveyed on such Sale Date, the fair market value of such Receivable on such Sale Date or (ii) in the case more than one Receivable is sold, assigned, transferred and conveyed on such Sale Date, the aggregate of the fair market values of such Receivables on such Sale Date, payable in cash to the extent of funds available to the Depositor. To the extent that the Purchase Price of the Additional Receivables is greater than the cash portion of the Purchase Price, then the Depositor shall (i) first. pay such portion of the Purchase Price in the form of a borrowing under the Promissory Note in the form attached hereto as Exhibit A; provided however, that the Depositor may not make any borrowing under the Subordinated Note unless at the time of (xand immediately after) each borrowing thereunder, both before and after the sale transaction (1) the aggregate number Depositor’s total assets exceed its total liabilities, (2) the Depositor’s cash on hand is sufficient to satisfy all of Purchased Shares its current obligations (other than its obligations under the Subordinated Note and the obligation to be sold to Purchaser pay the Purchase Price), (3) the Depositor is adequately capitalized at such Closing a commercially reasonable level and (y4) $3.00 the Depositor has determined that its financial capacity to meet its financial commitment under the Subordinated Note is adequate and (ii) second, to the extent the Depositor cannot make a borrowing under the Subordinated Note, accept a contribution to its capital from Nationstar in an amount equal to the remaining unpaid portion of the Purchase Price. Nationstar is hereby authorized by the Depositor to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each caseadvance thereunder, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”). In the event the Company fails to pay a Purchase Price on an applicable Closing Date in accordance with the foregoing, 120% of the sum of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”, and well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt obligation of the Default Purchase Price, Seller Depositor thereunder. Nationstar shall cause Seller Broker to effect the delivery record in its books and records all increases in and payments in reduction of the Default Purchased Shares to Purchaser. Notwithstanding outstanding principal amount of the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced by the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share PriceSubordinated Note.

Purchase Price. Upon the terms and subject The aggregate consideration to be paid by Buyer to the conditions Shareholders pursuant to this Agreement (the "Purchase Price") shall consist of: A cash payment of this Agreement$2.7 million (the "Closing Cash Payment") which shall be made to the Shareholders at the Closing by wire transfer, however, at each Buyer's option at Closing or before Closing Buyer may opt to replace $500,000 of the Closing Cash Payment with certificates representing 125,000 shares (the "Buyer's Shares") of Buyer's Common Stock. Such share certificates shall be delivered to the Shareholders at the Closing pursuant to a valid private placement under the Securities Act; A cash payment equal to the good faith determination of the net asset value of the Company's cash, accounts receivable and inventory as of the Closing Date minus the Company's total liabilities (the "Net Asset Amount") as of the Closing Date. Buyer shall have the right to audit the cash, accounts receivable, inventory and total liabilities balances as of the Closing Date. The amount of such cash payment shall be determined in accordance with GAAP consistently applied (provided, however, that no reserve shall be made for doubtful accounts receivable, and that the receivable identified in Schedule 10.1 shall be assigned to the Shareholders prior to Closing, Purchaser ) and shall pay be paid within 10 days of the Closing Date; Within ninety (90) days after the Closing Date the Parties agree to Seller on determine what was the applicable exact Net Asset Amount (the "Exact Net Asset Amount") of the Company as of the Closing Date. If the Exact Net Asset Amount exceeds the Net Asset Amount paid as of the Closing Date, by wire transfer in accordance with then the wire instructions of Seller delivered to Purchaser on or prior to such Closing, in U.S. dollars and immediately available funds, such purchase price (each, a “Purchase Price”) equal Buyer shall pay the difference to the product of Shareholders pro rata within 10 days. If the Exact Net Asset Amount is less than the Net Asset Amount, then the Shareholders shall (xon a pro rata basis) refund the aggregate number of Purchased Shares difference to be sold to Purchaser at such Closing and (y) $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”)Buyer within 10 days. In the event that the Company fails Parties are unable to pay a Purchase Price on an applicable Closing Date in accordance with agree upon the foregoingExact Net Asset Amount, 120% said dispute shall be resolved pursuant to Article XI of the sum of the aggregate Purchase Price for such Closing this Agreement; and all future Closings hereunder Earn-out cash payments, if any, which shall immediately become due and payable hereunder be determined as follows (the “Default Purchase Price”, and "Earn-out Payments"): With respect to the date of any such default, each a “Default first twelve full calendar months after the Acquisition Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced by the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share Price.:

Purchase Price. Upon The Customer is purchasing CCTG’s Managed Services Program under this Agreement for the purchase price outlined in your Agreement. CCTG reserves the right to renegotiate rates based on additions of locations, hardware, software, hardware support requirements, and/or services as well as modify this Agreement (or any portion thereof) with a 30-day notice. Any workstations, laptops or other Microsoft Windows based devices connected to the Network as well as any other device additions may be automatically included in the number of connected and monitored devices and the monthly invoice may be automatically adjusted. Said purchase price shall be paid in monthly installments by signing the “Automated Withdraw Authorization Agreement”. A Cheque for any prorated first month and full second month installment and the “Onboarding Setup Fee” are due upon execution of this Agreement. Each payment thereafter shall be due the first day of each calendar month. Services provided hereunder shall be assessed against this account as provided herein. CHARGES FOR SERVICE Services shall be charged against the account in accordance with the terms and subject to conditions as outlined in your Agreement and the conditions BILLABLE SERVICES AND RATE CARD in this document. Any supplemental services provided by CCTG which are outside the terms of this Agreement, at each Closing, Purchaser shall pay be charged to Seller on the applicable Closing Date, by wire transfer Customer as an additional charge in accordance with the wire instructions of Seller delivered to Purchaser on or prior to such Closingterms and conditions as outlined in the BILLABLE SERVICS AND RATE CARD in this document. Any additional billing charges will be invoiced weekly, with payment expected within thirty (30) days, unless otherwise specified by CCTG. The Customer shall, in U.S. dollars addition to the other amounts payable under this Agreement, pay all sales and immediately available fundsother taxes, such purchase price (eachfederal, a “Purchase Price”) provincial, recycling fees or otherwise, however designated which are levied or imposed by reason of the services provided pursuant to this Agreement. Without limiting the foregoing, the Customer shall promptly pay to CCTG an amount equal to the product of (x) the aggregate number of Purchased Shares any such taxes actually paid or required to be sold to Purchaser at such Closing and (y) $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”)collected or paid by CCTG. In the event that CCTG does not receive payment from the Company fails by the due date, interest must be paid on any overdue amount at 2% per month and a $100.00 fee for any automated transactions that fail to complete. CCTG reserves the right to refuse or suspend service under this Agreement in the event the Customer has failed to pay any invoice within sixty (60) days of said invoice date, whether it is an invoice for services provided under this Agreement or any other Agreement between the parties. WARRANTIES AND DISCLAIMERS CCTG makes and the Customer receives no warranty, express or implied, and all warranties of merchantability and fitness for a Purchase Price particular purpose are expressly excluded. In no event shall CCTG or any of its directors, employees or other representatives be responsible for any special, incidental, indirect, or consequential damages of any kind including, without limitations, those resulting from loss of data, income, profit, and on an applicable Closing Date any theory of liability, arising out of or in accordance connection with the foregoing, 120% services or use thereof even if it has been advised or has knowledge of the sum possibility of such damages. The Customer shall assume full responsibility for the overall effectiveness and efficiency of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (operating environment in which the “Default Purchase Price”, and the date of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible Network is to function. CCTG does not guarantee backups will be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall restorable regardless if test restores have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced by the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share Pricebeen completed.

Purchase Price. Upon The aggregate price to be paid for the terms Assets shall be the total wholesale cost of Seller’s Whirlpool Appliance inventory as of the “Implementation Date” as hereinafter defined, as the same may be adjusted as provided below plus One and subject to 00/100 Dollar ($1.00) (collectively the conditions of this Agreement, at each Closing, Purchaser shall pay to Seller on the applicable Closing Date, by wire transfer in accordance with the wire instructions of Seller delivered to Purchaser on or prior to such Closing, in U.S. dollars and immediately available funds, such purchase price (each, a “Purchase Price”) equal to ). Seller’s wholesale cost of its Whirlpool Appliance inventory shall mean the product lesser of (xi) the aggregate number Seller’s manufacturer cost, net of Purchased Shares to be sold to Purchaser at such Closing and all manufacturer credits, including volume rebate, damage, advertising/co-op credit, etc. or (yii) $3.00 (in each casePurchaser’s manufacturer cost, as adjusted for stock splitsnet of all manufacturer credits, stock dividendsincluding volume rebate, stock combinationsdamage, recapitalizations and similar events) advertising/co-op credit, etc, (the “Per Share PriceWholesale Cost of Appliance Inventory”), provided, however, any Appliances held in Seller’s inventory at the Site as of its Implementation Date which have been in Seller’s inventory for greater than twelve (12) months shall at fifty percent (50%) of the Wholesale Cost and any Appliance that is deemed “scrap” shall be retained by Seller. In The Wholesale Cost of Appliance Inventory shall be calculated on behalf of Purchaser and Seller by the event manufacturer by providing the Company fails aggregate price to pay a Purchase Price on an the parties as calculated based upon Seller’s inventory of Appliance as of the Implementation Date and shall be paid to Seller by the applicable manufacturer. Purchaser shall, prior to the Closing Date in accordance Date, arrange any financing arrangements necessary to allow it to purchase the Appliances directly with the foregoing, 120% respective manufacturers of such Appliances or through third party financing such that Seller shall receive a credit or payment from the respective manufacturers on the Implementation Date on terms acceptable to Seller. Purchaser and Seller may reach an agreement following closing and during implementation concerning the Purchaser’s potential purchase of Seller’s Frigidaire Appliances remaining at each Property or Leased Property as of the sum Implementation Date for each Site. Any Appliances held in Seller’s inventory at the Site as of its Implementation Date which have been in Seller’s inventory for greater than twelve (12) months shall be re-billed to Purchaser by manufacture(s) at fifty percent (50%) of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”, and the date of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest Wholesale Cost. Any appliances in Seller’s inventory at the Site as of its Implementation Date which are “scrap” shall be re-billed to Purchaser by the respective manufacturer at a rate of one and a half percent (1.5%) per month (prorated $0.01 for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced by the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share Priceeach scrap Appliance.

Purchase Price. Upon the terms Subject to adjustment and subject to the conditions of credits as otherwise -------------- specified in this Agreement, at each Closing, Purchaser shall pay to Seller on the applicable Closing Date, by wire transfer in accordance with the wire instructions of Seller delivered to Purchaser on or prior to such Closing, in U.S. dollars and immediately available funds, such purchase price (each, a “the "Purchase Price”") equal to the product of (x) the aggregate number of Purchased Shares to be sold paid by Purchaser to Seller for the Property shall be Six Million Seven Hundred Seventy-Nine Thousand and No/100 Dollars ($6,779,000.00). The amount of the Purchase Price has been determined by Seller and Purchaser at such Closing based upon the assumptions (A) that Seller shall cause the Substantial Completion Date and the Commencement Date under the Lease to occur on or before April 1, 1997 and (yB) that the annual Base Rent (as defined in the Lease) payable by the Tenant under the Lease for the first five (5) Lease Years (as defined in the Lease) shall be in an amount not less than $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”)644,000.00. In the event the Company fails to pay a Purchase Price on an applicable Closing Substantial Completion Date in accordance with the foregoing, 120% of the sum of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”, and the date of Commencement Date under the Lease do not occur on or before April 1, 1997, for any such defaultreason whatsoever other than construction delays caused by Purchaser, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced on a per day basis for each day that such events are delayed beyond April 1, 1997, by an amount equal to the difference between $1,764.00 and the actual per diem interest earned on the portion of the Purchase Price which is still in escrow on such day as hereinafter provided. In the event the annual Base Rent payable by the product Tenant under the Lease for the first five (5) Lease Years shall be less than $644,000.00, the Purchase Price shall be reduced to an amount calculated by dividing the amount of annual Base Rent payable by the Tenant under the Lease by 0.095. In the event the annual Base Rent payable by Tenant under the Lease for the first five (5) Lease Years shall be more than $644,000.00, the Purchase Price shall be increased to an amount calculated by dividing the amount of annual Base Rent payable by the Tenant under the Lease by 0.095; provided, however, in no event shall the Purchase Price increase by more than $250,000.00. An example to illustrating the application of the foregoing adjustment provisions is set forth on Exhibit "T" and by this reference made a part hereof. ----------- At the Closing, Purchaser will pay to Seller by cashier's check or by wire transfer of immediately available federal funds, an amount which, when combined with the Xxxxxxx Money to be disbursed by Escrow Agent to Seller at Closing, will be equal to the lesser of (xa) the aggregate number principal and all accrued interest secured by the Existing Deed of such Reduced Purchased Shares Trust as of the date of Closing, or (b) the Purchase Price (as estimated by Seller and Purchaser) less an amount equal to the sum of (i) the Project Costs theretofore incurred in connection with the construction and completion of the Project for work performed and materials incorporated into the Project, but not yet paid (including retainage), plus (ii) one hundred twenty percent (120%) of the cost and expenses reasonably expected to be incurred in order to fully complete and equip the Project, including completion of Punch List Items, and to cause the Completion Date to occur with respect to the Project. Seller shall represent and warrant to Purchaser at Closing that the portion of the estimated Purchase Price paid into escrow shall be an amount equal to or greater than the sum of (i) and (ii) set forth in the preceding sentence. In the event the amount of the estimated Purchase Price to be paid by Purchaser to Seller at Closing is less than the principal and all accrued interest secured by the Existing Deed of Trust or any other monetary liens or encumbrances, Seller shall be responsible from its own funds to cause the Existing Deed of Trust and all other monetary liens or encumbrances affecting the Property or any portion thereof to be fully released and cancelled at Closing. The entire balance of the estimated Purchase Price not paid to Seller at Closing shall be deposited by Purchaser at Closing into escrow with Escrow Agent pursuant to an escrow agreement among Purchaser, Seller and Escrow Agent in the form attached hereto as Exhibit "U" and by this reference made a part ----------- hereof. The portion of the estimated Purchase Price paid into escrow shall be disbursed by Escrow Agent in accordance with the procedures for disbursements set forth in such escrow agreement, and all such disbursements from escrow shall be deemed to be payment of the Purchase Share Reduction Price hereunder. The amount so paid into escrow shall be invested by the Escrow Agent in an interest bearing money market fund with a national banking association approved by Seller and (y) Purchaser, and all interest earned on the Per Share Priceamount paid into escrow shall be the sole property of Purchaser and may be withdrawn by Purchaser at any time or from time to time.

Purchase Price. Upon (a) The consideration for the terms purchase of the Assets shall be Twenty Four Million One Hundred Fifty Thousand and subject to no/100 Dollars ($24,150,000.00) (the conditions of this Agreement, at each Closing, Purchaser shall pay to Seller on the applicable Closing Date, by wire transfer in accordance with the wire instructions of Seller delivered to Purchaser on or prior to such Closing, in U.S. dollars and immediately available funds, such purchase price (each, a “Purchase Price”) equal which shall be paid by the Buyer to the product of (x) the aggregate number of Purchased Shares to be sold to Purchaser at such Closing and (y) $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”). In the event the Company fails to pay a Purchase Price on an applicable Closing Date in accordance with the foregoing, 120% of the sum of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”, and the date of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest Seller at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid Closing in full and immediately available funds by wire transfer to such accounts or accounts that the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker designate to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any Buyer; provided that such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price amount shall be reduced by the product Deposit and subject to adjustments as described in Article X below. If the Purchase Price is received by Seller after 2:00 P.M. (New York time) on the Closing Date, as determined in accordance with Section 2.4 (the “Scheduled Closing Date”), and the Closing cannot be effected by Escrow Agent on such Scheduled Closing Date (including, without limitation, the making of any payment from escrow by wire transfer due to Seller’s existing lender), then, so long as the Purchase Price is received by Seller prior to 2:00 P.M. (xNew York time) on the aggregate number date that is one (1) Business Day after the Scheduled Closing Date (the “Grace Date”), the Closing shall occur on the Grace Date (such date then constituting the Closing Date hereunder) provided (i) that the Buyer shall also pay to the Seller prior to 2:00 P.M. (New York time) on the Grace Date (in addition to the Purchase Price) an amount equal to interest on the Purchase Price at the “Prime Rate” of interest as determined by the Wall Street Journal (or another comparable source if such Reduced Purchased Shares rate is not available from the Wall Street Journal) for the period from the scheduled Closing Date to the Grace Date, both such dates inclusive (such amount, the “Interest Adjustment”), and (ii) solely in such event, notwithstanding Section 10.1 to the contrary, the Cut- Off Time shall be deemed to be 11:59 P.M. on the day preceding the Scheduled Closing Date, local time for the Hotel. In the event that the Purchase Share Reduction Price plus the Interest Adjustment are not received by the Seller by 2:00 P.M. (New York time) on the Grace Date, then the Buyer shall be deemed to have defaulted under this Agreement permitting Seller to terminate this Agreement as provided in Section 12.1 and (y) to retain the Per Share PriceDeposit, after which neither party shall have any further obligation or liability under this Agreement except as expressly survives the termination of this Agreement.

Purchase Price. Upon The prices for the Products (”Purchase Price”) and packaging cost, if any, related to the Products are specified in Appendix 1 and shall be fixed during the term of the Agreement, unless otherwise specified in Section 10 or in Appendix 1. Delivery ScHedule AND ORDERS Buyer shall provide Supplier with ”Delivery Schedule” setting out its intended purchase of Products during the nearest time “Frozen Period” (in some documents also referred to as “Order”) as well as during the remaining period up to 10-12 months “Forecast” This is also valid when supply is handled through consignment stock according to Appendix 2. The Frozen Period or an agreed minimum stock quantity, whichever is greater, is guaranteed by Buyer (to quantity but not to time, with maximum 12 months delay of order). Purchase/delivery of any of the Products is activated by Buyer´s issue of a Purchase Order or a Frozen Period, (both hereinafter referred to as “Order”). The Order shall state ordered Products, quantity, and requested time of delivery. Should Supplier receive Orders, accumulating to quantities beyond Delivery Schedule or Supplier´s production capacity, Buyer shall be informed without delay. If an Order has not been rejected by Supplier within forty-eight (48) hours from receipt, it shall be considered confirmed by Supplier. Orders within the Delivery Schedule cannot be rejected by Supplier. Orders within the Delivery Schedule and replenishments of consignment stock shall be delivered within the delivery-time stated in Appendix 2. For Orders between 100 and 130% of the Forecast, the delivery-time shall still not exceed the delivery-time according to Appendix 2. Buyer may cancel an Order (in whole or partly). In such case, Buyer shall reimburse Supplier for any actual and direct costs/expenses incurred by Supplier due to Buyer’s cancellation and which Supplier is unable to mitigate by re-allocating raw material or semi-finish goods or in any other financially acceptable way. Supplier shall produce sufficient documentation on the incurred costs and expenses for which Supplier claims reimbursement. Notwithstanding anything to the contrary set out above, Buyer’s undertaking only covers actual and direct costs that has arisen for Supplier to be able to deliver Products included in an Order within the agreed delivery time. Terms and conditions in any order confirmation or similar, deviating from the terms and subject to the conditions of this Agreement, at each Closingshall not be valid unless expressly agreed in writing between the parties. In case of termination of this Agreement, Purchaser Section 3 shall pay continue to Seller on apply until the applicable Closing Date, by wire transfer obligations according to this Agreement have come to an end. TERMS OF DELIVERY The Products shall be delivered FCA [Location of Suppliers premises] unless otherwise agreed in writing between the parties. All terms of delivery in this Agreement shall be in accordance with the wire instructions prevailing version of Seller delivered INCOTERMS. Buyers General Logistics Requirements, Appendix 2, shall apply to Purchaser on deliveries covered by this Agreement. If Supplier wishes to deliver the Products earlier than the agreed date of delivery, such delivery shall be approved or denied in writing by Buyer prior to such Closingthe delivery. DELAYED DELIVERIES If Supplier fails to deliver Products within agreed delivery time (as stated in Appendix 2 or in Order, whichever is the shortest) a “Delay” is at hand. If Supplier’s consignment stock is below agreed minimum level and causes stop or disturbance in U.S. dollars and immediately available funds, such purchase price (eachBuyer’s production, a “Purchase Price”) equal to Shortage” is at hand. If Supplier is at risk of causing Delay or Shortage, Supplier shall immediately inform Buyer in writing, stating the product of (x) reasons for the aggregate number of Purchased Shares to be sold to Purchaser at such Closing Delay/Shortage and (y) $3.00 (in each case, as adjusted expected time for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”)delivery/replenishment. In case of Delay or Shortage, Supplier shall, unless otherwise agreed with Buyer, deliver the event goods in the Company fails fastest way available. All transports in connection with Delay or Shortage shall be at Supplier’s risk and expense, DDP Buyer’s location or other location agreed between the parties. Buyer is entitled to pay a Purchase Price on compensation for any damage, loss, claim, cost or expense suffered or incurred due to Supplier’s Delay or Shortage. Such compensation shall primarily be paid as liquidated damages in an applicable Closing Date in accordance with the foregoing, 120amount of 5% of the sum value of the aggregate Purchase Price Product in Delay or Shortage for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”each commenced week, and the calculated for Delay from agreed date of delivery to date of actual delivery and for Shortage from it occurs until it is rectified – however minimum € 100 per Delay or Shortage. Notwithstanding anything to the contrary set out above, if the Delay or Shortage exceeds four (4) weeks, Buyer may, without any such defaultcosts or further obligations for Buyer, each a “Default Date”) and such Default Purchase Price shall bear interest at terminate any orders by Buyer related to the rate same kind of one and a half percent (1.5%) per month (prorated for partial months) until paid Products as involved in full and the remaining Purchased Shares then eligible to be sold hereunder as such ClosingsDelay or Shortage. If Buyer, in the aggregatesituations outlined in Sections 5.3 or 5.4 above, can prove that the damage, cost, liability or expense suffered or incurred exceeds the amount of the liquidated damages, Supplier shall be referred obliged to herein as reimburse Buyer with an additional amount to cover the “Default Purchased Shares”difference up to the sum of all damages, losses, claims, costs or expenses suffered or incurred by Buyer or Buyers customer. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser Buyer shall have paid the Default Purchase Price right to Seller, Seller may effect one set off liquidated damages or more Purchase Share Reductions (as defined below), at the sole option other claims for compensation against Supplier’s invoices. terms of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default payment The Purchase Price shall be reduced paid against invoice, without any invoice fees or charges, other than such specified in this Agreement and VAT, when applicable. Payment term is 90 days net, free delivery month from the date of delivery or date of Buyer´s receipt of a correct invoice, whichever is the latest. Invoice may not be issued prior to delivery. QUALITY and warranty Buyer’s Supplier Quality Manual HDX4-51-118, dated 2017-12-28, Appendix 3, shall in applicable parts apply to and be an integral part of this Agreement. The Products shall comply with Buyer’s specifications as per Appendix 1 and Buyer´s Supplier Quality Manual as per Appendix 3 (both hereinafter referred to as “Specifications”). Supplier is responsible for the Products being free from any defects in production, workmanship and material and that the Products fulfil the Specifications. Furthermore, Supplier is responsible for the Products in all aspects meeting any demands reasonably expected regarding the Product’s character. Supplier is also responsible for the Products’ compliance with any requirements according to applicable law, regulations, trade standards and codes of practice applicable at the time of delivery and shall ensure that all necessary quality controls are made before delivery. The responsibilities as stated in 7.2-7.3 above shall remain in force until the sooner to occur of 36 months from date of delivery or 24 months after date of first use in service (“Warranty Period”). liability for defective or lacking products The Products shall be considered defective if they are not in compliance with Buyer’s Specifications and requirements, according to this Agreement. Buyer is not obliged to perform any examination of the Products on delivery. Any acceptance inspection and quality controls made by Buyer shall not relieve Supplier from responsibility for the product Products being in compliance with Specifications and requirements according to section 7 above. Products, or parts of Products, defective or missing (x“Defects”) can be claimed whenever discovered. However, Buyer shall notify Supplier in writing without undue delay, but not later than two (2) months after Buyer has discovered the aggregate number Defect. In case of Defect, Buyer may, at its own choice and discretion and at the expense of Supplier, demand remedy of the Defect by either repair, delivery of substitute or complementary Products or a withdrawal of the Purchase order. Supplier shall compensate Buyer for all direct costs related to, but not limited to, analysing, sorting, actions to remedy the Defect and transportation. Upon Buyer’s notification of any Defect, Supplier shall within seventy-two (72) hours, unless shorter time is required by Buyer, inform Buyer on the expected time needed to rectify the Defect and shall use its best efforts to make such Reduced Purchased Shares time as short as possible. The claim-procedure, included in Buyers Supplier Quality Manual, shall apply. In addition to the above and regardless which of above mentioned remedies Buyer requests, Buyer shall be entitled to what is specified in Section 5 above (incl. but not limited to liquidated damages) Re-call Re-call is an offer by Buyer or Buyers customers to remedy defect(s) in delivered end-products, which may (i) affect safety or (ii) be in conflict with safety-standards/-legislation. Re-call may be voluntary or requested by authorities. In case of a re-call, Buyer is entitled to re-call/exchange all Products of the type, which is considered being a direct or indirect cause to the re-call. In such Purchase Share Reduction case Supplier shall reimburse damages, direct costs and expenses (y) the Per Share Priceincluding but not limited to costs for transport, analyses, disassembly/assembly, and claims from Buyers customer or other third party).

Purchase Price. Upon The purchase price for the terms and subject EFIS Technology shall be $2,300,000 (the “Purchase Price”), which shall be payable by LG CNS to Aerosonic in accordance to the conditions following schedule plus $200,000 for one year of this Agreement, at each Closing, Purchaser shall pay to Seller on the applicable Closing Date, by wire transfer Engineering services and support payable in accordance with the wire instructions following schedule: $200,000 upon execution of Seller delivered to Purchaser this Agreement (the “Engineering services and support Payment”); $1,553,000 on or prior before January 25, 2013 (the “Transfer Payment”); $500,000 on January 25, 2016 (the “First Deferred Payment”); and $247,000 on January 25, 2017 (the “Second Deferred Payment” and together with the First Deferred Payment, the “Deferred Payments”). The Purchase Price shall be deemed fully earned and payable to such Closing, Aerosonic as of the Effective Date. All payments made by LG CNS to Aerosonic in U.S. accordance with this Section 3.2 shall be made in United States dollars and in immediately available funds. Aerosonic shall be entitled to recover interest, such purchase price (eachwhich shall accrue at a rate of 10% per annum, a “Purchase Price”) equal to the product of (x) the aggregate number of Purchased Shares to be sold to Purchaser at such Closing and (y) $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”). In the event the Company fails to pay a Purchase Price on an applicable Closing Date all amounts not paid when due in accordance with the foregoingabove schedule. The Closing Payment is not refundable. The Transfer Payment and the Deferred Payments are not contingent on any circumstances, 120% including diligence or performance of the sum Acquired Technology. On the Transfer Date, LG CNS shall cause a financial institution reasonably acceptable to Aerosonic to issue a payment (guarantee) bond of a face amount equal to the first Deferred Payment of $500,000 naming Aerosonic as beneficiary, pursuant to which Aerosonic will be permitted to draw down the amount of the aggregate Purchase Price Deferred Payment on the date listed above on which such Deferred Payment is due. On or before January 25, 2016 LG CNS shall cause a financial institution reasonably acceptable to Aerosonic to issue a payment guarantee bond of a face amount equal to the second Deferred Payment of $247,000 naming Aerosonic as beneficiary, pursuant to which Aerosonic will be permitted to draw down the amount of the Deferred Payment on the date listed above on which such Deferred Payment is due. Aerosonic is responsible for such Closing paying any and all future Closings hereunder shall immediately become due and payable hereunder taxes levied to Aerosonic in relation to providing the services defined in this agreement. Aerosonic acknowledges that LG CNS will have to withhold 11% from the total amount of (b), (c), (d) invoice related to National TAX Service for the “Default Purchase Price”, and the date of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt duration of the Default Purchase Price, Seller shall cause Seller Broker agreement. (Aerosonic need to effect the delivery of the Default Purchased Shares submit "Application for Entitlement to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined belowReduced Tax Rate" documents), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced by the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share Price.

Purchase Price. Upon If no consideration is given by a transferee in connection with the terms Involuntary Disposition of the Involuntary Disposition Shares, the purchase price per share shall be the Fair Market Value as of the date of the Involuntary Disposition Notice, or with regard to an Involuntary Disposition pursuant to Section 4(b), the date of the Involuntary Disposition. If consideration is given by a transferee in connection with the Involuntary Disposition of the Involuntary Disposition Shares, the purchase price per Share for such Involuntary Disposition Shares shall be the lesser of (i) the Fair Market Value as of the date of the Involuntary Disposition Notice, or with regard to an Involuntary Disposition pursuant to Section 4(b), the date of the Involuntary Disposition, or (ii) the fair value of the consideration given for such Involuntary Disposition Shares. If the consideration given for such Involuntary Disposition Shares is non-cash consideration and subject the Transferring Shareholder, the Corporation and the Other Shareholders electing to purchase any or all of the Involuntary Disposition Shares are unable to agree upon the fair value of such non-cash consideration within ten (10) days after the date the Involuntary Disposition Notice was delivered to the conditions of this AgreementCorporation, at each Closingan appraisal firm jointly selected by the Corporation, Purchaser shall pay the Transferring Shareholder and the Other Shareholders electing to Seller on the applicable Closing Date, by wire transfer in accordance with the wire instructions of Seller delivered to Purchaser on purchase any or prior to such Closing, in U.S. dollars and immediately available funds, such purchase price (each, a “Purchase Price”) equal to the product of (x) the aggregate number of Purchased Shares to be sold to Purchaser at such Closing and (y) $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”). In the event the Company fails to pay a Purchase Price on an applicable Closing Date in accordance with the foregoing, 120% all of the sum Involuntary Disposition Shares shall determine the fair value of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”non-cash consideration, and the date fees and expenses of any such default, each a “Default Date”) appraisal firm shall be borne by the Corporation. Any such determination of the fair value of such non-cash consideration by the appraisal firm shall be conclusive and such Default Purchase Price shall bear interest at binding on all parties. During the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full time an appraisal firm is being jointly selected and the remaining Purchased Shares then eligible appraisal is being performed, all time periods pursuant to be sold hereunder as such Closings, in the aggregate, this Section 4(b) shall be referred to herein as tolled until the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt determination of the Default Purchase Pricefair value of such non-cash consideration by the appraisal firm is released to the Corporation, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis Transferring Shareholder and the Default Purchase Price Other Shareholders at which time such time periods shall be reduced by the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share Pricecontinue.

Purchase Price. Upon In consideration of the terms assignment, transfer, -------------- conveyance and delivery (a) by Seller of the Outstanding Stock to BEA and the other agreements of Seller and the Company stated herein and (b) by the Receivables Trustee (as hereinafter defined) to BEA of certain accounts receivable pursuant to the Receivables Sales Agreement (as hereinafter defined), the aggregate purchase price (the "Purchase Price") shall be forty-two million-five hundred-thousand dollars ($42,500,000). The Purchase Price shall be subject to adjustment as provided in Section 1.3 hereof. At the conditions of this Agreement, at each Closing, Purchaser BEA shall pay the Purchase Price (less the Receivables Purchase Price (as hereinafter defined) and the Escrow Amount (as hereinafter defined)) to Seller on the applicable Closing DateSeller, by wire transfer of immediately available federal funds, to an account designated by Seller in writing at least one business day prior to the Closing Date, against delivery of certificates representing the Outstanding Stock, duly endorsed for transfer or accompanied by an appropriately executed assignment separate from certificate. At the Closing BEA shall deposit with the Escrow Agent referred to in the Escrow Agreement attached hereto as Exhibit B the sum of $2,500,000 (the "Escrow --------- Amount"), to be held and disposed of by the Escrow Agent in accordance with the terms of the Escrow Agreement. The Escrow Agreement shall terminate on the 18- month anniversary of the Closing Date. At the Closing, BEA shall pay to the Receivables Trustee an amount determined pursuant to the Receivables Sale Agreement (the "Receivables Purchase Price"), by wire instructions transfer of Seller delivered immediately available federal funds, to Purchaser on or an account designated by the Receivable Trustee in writing at least one business day prior to such Closing, in U.S. dollars and immediately available funds, such purchase price (each, a “Purchase Price”) equal to the product of (x) the aggregate number of Purchased Shares to be sold to Purchaser at such Closing and (y) $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”). In the event the Company fails to pay a Purchase Price on an applicable Closing Date in accordance with the foregoing, 120% of the sum of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”, and the date of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced by the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share Price.

Purchase Price. Upon (a) At the terms and subject to the conditions of this Agreement, at each Closing, Purchaser Buyer, Seller and Citibank N.A. (the “Escrow Agent”) will enter into an escrow agreement substantially in the form attached hereto as Exhibit A the “Escrow Agreement”) and Buyer shall pay deposit into a mutually agreeable escrow account a deposit of Twenty Million Dollars ($20,000,000), plus the amount of security deposits with respect to any Seller Lessee Real Property Leases as set forth on Schedule 1.7(a) (the applicable “Closing Date, by wire transfer Purchase Price”) in accordance with the wire instructions Escrow Agreement. The Closing Purchase Price shall be released to Seller on January 1, 2021; provided, however, if this Agreement is terminated or the transactions contemplated herein are unwound in accordance with ARTICLE VIII, the Closing Purchase Price shall be refunded to Buyer as set forth therein. (b) No later than twenty (20) days following the expiration of the Open Enrollment Period, Seller delivered shall deliver to Purchaser on Buyer the D-SNP Membership File that shows the number of D- SNP Enrollees enrolled in Seller’s or prior UHC’s D-SNP plan as of the first Business Day immediately following the expiration of the Open Enrollment Period. Seller shall provide any supporting documentation with respect thereto reasonably requested by Buyer. No later than twenty (20) days following the expiration of the Open Enrollment Period, Buyer shall deliver to such Closing, Seller the CHFS Membership File that shows the number of Medicaid Enrollees enrolled in U.S. dollars and the Molina Plan’s health plans as of the first Business Day immediately available funds, such purchase price (each, a “following the expiration of the Open Enrollment Period together with its calculation of the Membership Purchase Price”) equal , which shall take into account any dispute that Buyer has with respect to the product D-SNP Membership File delivered by Seller to Buyer. Seller shall have ten (10) days to review the CHFS Membership File and in the event Seller delivers a dispute notice to Buyer during such ten (10) day period with respect to the determination of the Membership Purchase Price, the applicable provisions of Section 1.7(c)(ii) and Section 1.7(c)(iii) shall apply mutatis mutandis. If Seller does not deliver a dispute notice during such ten (x10) day period, then the aggregate number of Purchased Shares to Membership Purchase Price calculated by Buyer shall be sold to Purchaser at such Closing deemed final, binding and (y) $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”)conclusive. In the event the Company fails to pay a Purchase Price on an applicable Closing Date number of Medicaid Enrollees enrolled in accordance with the foregoing, 120% Molina Plan’s health plans and D-SNP Enrollees enrolled in Seller’s or UHC’s D-SNP plan as of the sum first Business Day immediately following the expiration of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”, and the date of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible Open Enrollment Period is equal to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later or less than the third (3rd) business day after Seller’s receipt of Membership Threshold, then the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Membership Purchase Price shall be reduced zero. Subject to Section 1.7(c), within three (3) Business Days following the final determination of the Membership Purchase Price, Buyer shall pay the Membership Purchase Price to Seller by wire transfer of immediately available funds to the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share Price.account(s)

Purchase Price. Upon the terms and subject to the conditions of this Agreement, at each Closing, Purchaser shall pay to Seller on the applicable Closing Date, by wire transfer in accordance with the wire instructions of Seller delivered to Purchaser on or prior to such Closing, in U.S. dollars and immediately available funds, such purchase price (each, a a) The “Purchase Price”) ” for the Receivables in Accounts existing on the Closing Date or the related Additional Cut-Off Date, and the related Purchased Assets, that are conveyed to MRI under this Agreement and the related Supplemental Conveyance and which came into existence after the Closing Date or the related Additional Cut-Off Date shall be payable in cash on the Closing Date or the Addition Date, as applicable, in an amount equal to the product sum of (xi) 100% of the aggregate balance of the Principal Receivables, and such of the Finance Charge and Administrative Receivables as constitute fees and charges relating to debt cancellation, debt waiver and other enhancement and insurance programs administered by the Credit Card Originator, so conveyed, plus (ii) the aggregate number present value of Purchased Shares anticipated excess spread, including Interchange, computed by taking into account factors such as historical losses (and discounted to take into account any uncertainty as to future performance matching historical performance), servicing fees, delinquencies, payment rates and yield, such sum adjusted to reflect any other factors as HRAC II and MRI mutually may agree will result in a Purchase Price determined to be sold to Purchaser at the fair market value of such Receivables and the related Purchased Assets. This computation of initial Purchase Price shall assume no reinvestment in new Receivables. The Purchase Price for the Receivables in Accounts which come into existence after the Closing and (y) $3.00 (in each caseDate or the related Additional Cut-Off Date, as adjusted for stock splitsapplicable, stock dividendsand the related Purchased Assets, stock combinations, recapitalizations and similar events) shall be payable on a date (the “Per Share Price”). In the event the Company fails to pay a Purchase Price on an applicable Closing Date in accordance with the foregoing, 120% of the sum of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”, and the date of any such default, each a “Default Payment Date”) mutually agreed to by HRAC II and such Default Purchase Price shall bear interest at the rate of one and a half percent MRI (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By but no later than the third (3rdDistribution Date following the Monthly Period in which such Receivables and the related Purchased Assets are conveyed by HRAC II to MRI) business day after Seller’s receipt of in cash in an amount equal to the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced by the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share Price.

Purchase Price. Upon The purchase price of Landlord's Property (the terms and subject to "Purchase Price") shall be the conditions Fair Market Value of this AgreementLandlord's Property, at each Closing, Purchaser shall pay to Seller on the applicable Closing Date, by wire transfer determined in accordance with the wire instructions provisions of Seller delivered this Section 16.01.01. Following Tenant's completion of its inspections under Section16.01.04, Landlord and Tenant shall endeavor to Purchaser agree upon the Fair Market Value for the Landlord's Property. If Landlord and Xxxxxx are unable to agree upon the Fair Market Value of the Landlord's Property within thirty (30) days after the date of Tenant's completion of its inspections under Section16.01.04, either party may give notice of its election to have such value determined by appraisal. Following the service of notice that either party elects to have the Fair Market Value of Landlord's Property determined by appraisal, Landlord and Tenant shall endeavor to select an appraiser that is mutually acceptable to Landlord and Tenant, which appraiser shall have at least five years of commercial appraisal experience in Santa Xxxx county and which appraiser shall disclose to both parties if such appraiser has previously worked for either Landlord or Tenant. If the parties are unable to agree upon a mutually acceptable appraiser by a date which is not later than ten (10) working days after either party serves its notice to have the Fair Market Value of Landlord's Property determined by appraisal, each party shall designate its own appraiser (which designation shall be in writing and served on or prior the other not later than ten (10) working days after the first party serves written notice on the other designation the first party's appraiser). If a party fails to such Closingtimely designate its own appraiser within the period prescribed by the immediately preceding sentence, in U.S. dollars then the single appraiser designated by the other party shall determine the Fair Market Value of the Landlord's Property. If two (2) appraisers are designated, they shall promptly meet and immediately available fundsendeavor to agree upon the Fair Market Value of the Landlord's Property. If the two (2) appraisers are unable to unanimously agree upon the Fair Market Value of the Landlord's Property by a date which is not later than thirty (30) days after the second appraiser is designated, such purchase price then the two (each2) appraisers shall jointly designate a third appraiser possessing the qualifications described above, a “Purchase Price”which designation shall occur not later forty (40) equal days after the second appraiser is designated. Following the designation of the third appraiser, the third appraiser shall review the two opinions of the Fair Market Value of the Landlord's Property determined by the parties' appraisers. The third appraiser shall only be authorized to select one of the two opinions of the Fair Market Value of the Landlord's Property submitted by the parties' appraisers as coming closest to the product third appraiser's opinion of (x) the aggregate number Fair Market Value of Purchased Shares the Landlord's Property. The third appraiser shall not be authorized or empowered to average the opinions of the parties' appraisers, select his own opinion, or make any selection other than one of the two values submitted by the parties' appraisers. If only one appraiser is selected, the parties shall equally share the cost of such appraiser. If two appraisers are selected, each party shall pay the fees of the appraiser designated by such party. If three appraisers are selected, each party shall pay the fees of the appraiser designated by such party and the parties shall equally share the cost of the third appraiser. The Fair Market Value of the Landlord's Property shall be sold to Purchaser at such Closing determined by taking into account and (y) $3.00 (in each caseconsidering all factors, as adjusted for stock splitsdata, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”). In the event the Company fails to pay a Purchase Price on an applicable Closing Date other information normally and customarily considered by commercial appraisers in accordance with standard appraisal practice (including the foregoingreplacement cost method, 120% the comparable sales method and the income capitalization method), shall expressly include consideration and adjustment for the impact of any exceptions to title or other defects that Tenant agrees to accept as a result of the sum of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”inspections performed by Tenant under Section 16.01.04 that will not be removed by Landlord at closing, and shall expressly exclude any adjustment for the date remaining term of this Lease and the value of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest improvements installed by Tenant at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one Tenant's expense or more Purchase Share Reductions (as defined below), installed by Landlord at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced by the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share PriceTenant's expense.

Purchase Price. Upon As consideration for the terms sale, conveyance, assignment, transfer and delivery of the Property by Seller to Buyer, Buyer hereby agrees that the purchase price for the Property shall be $14,000,000.00. The Purchase Price shall be allocated between the Real Property and Personal Property as the parties may reasonably agree prior to Closing. The remaining balance of the Purchase Price, subject to closing adjustments and prorations, after crediting the conditions of this AgreementDeposit, at each Closing, Purchaser shall pay to Seller on the applicable Closing Date, by wire transfer be paid in accordance with the wire instructions of Seller delivered to Purchaser on cash or prior to such Closing, in U.S. dollars and immediately available fundsfunds at the Closing. Of the purchase price, such purchase price (each, a “Purchase Price”) equal to the product sum of (x) the aggregate number of Purchased Shares to be sold to Purchaser at such Closing and (y) $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) 125,000.00 xxxxxxx money (the “Per Share 1st Deposit”) shall be paid to First American Title Insurance Company, National Commercial Services, 000 X. Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, Attention: L. Xxxxxx Xxxxxxx, Xx., Telephone Direct: 000-000-0000, Mobile: 000-000-0000, Fax: 000-000-0000, Email: Xxxxxxxx@xxxxxxx.xxx (the “Escrow Agent”) upon acceptance of this Agreement by Seller. The Deposit shall be applied to the Purchase Price. The additional sum of $25,000.00 xxxxxxx money (the “2nd Deposit”), shall be paid by Buyer to Seller within 3 days after the expiration of the Due Diligence period (as that term is described below). The 1st and 2nd Deposit shall sometimes hereinafter be referred to as the “Deposit”. In the event the Company Seller defaults on any condition required of Seller after the expiration of the Due Diligence Period and prior to the time set for Closing, Buyer may elect to terminate or rescind this Agreement whereupon the Deposit shall be refunded by the Seller to Buyer and all further rights and obligations of the parties under this Agreement shall terminate, except for any indemnification provisions set forth herein which by their terms survive termination of this Agreement. In the event all of the conditions set forth in this Agreement and required to be performed by Seller are satisfied at the time set forth for the Closing, and Buyer has not previously terminated this Agreement as permitted herein and Buyer fails to pay a Purchase Price on an applicable Closing Date in accordance with purchase the foregoingProperty as provided herein, 120% of the sum of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”, and the date of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, Seller shall be referred entitled to herein as those remedies set forth in Section16, provided that the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt within limitation of the Default Purchase Price, Seller liability shall cause Seller Broker not apply to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced by the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share Priceindemnification obligation set forth herein.

Purchase Price. Upon the terms and subject Seller agrees to the conditions of this Agreement, at each Closing, Purchaser shall pay to Seller on the applicable Closing Date, by wire transfer in accordance with the wire instructions of Seller delivered sell to Purchaser on or prior to such Closing, in U.S. dollars and immediately available funds, such purchase price the Conservation Easement for the sum of One Hundred Forty Six Thousand Dollars (each, a $146,000) (“Purchase Price”) equal to the product of (x) the aggregate number of Purchased Shares to be sold to Purchaser at such Closing and (y) $3.00 (in each case), as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”). In the event the Company fails to pay which represents a Purchase Price on an applicable Closing Date in accordance with the foregoing, 120% part of the sum of total consideration paid for the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”Conservation Easement, pursuant to a separate agreement between Seller, Land Trust, and the date of any such default, each a “Default Date”U.S. Natural Resources Conservation Service. (The total consideration paid at closing for the Conservation Easement will total $631,000.00.) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid provide the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at in consideration of the sole option sale of Sellerthe Deed of Conservation Easement, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced payable by warrant or wire transfer issued by the product Gallatin County Treasurer to Seller at the time of (x) closing, or through an agreed upon Escrow account subject to Purchaser’s and Land Trust’s closing instructions. The Deed of Conservation Easement shall be recorded at Closing, at the aggregate number expense of Seller, at the office of the Gallatin County Clerk and Recorder. Seller agrees that the Purchase Price is the final negotiated purchase price for Purchaser’s portion of the overall purchase of the Conservation Easement, and Seller shall not be entitled to seek any additional funding from the Open Space Fund for the Deed of Conservation Easement on and over the real property described in Exhibit A of this Agreement. Purchaser may elect to assign all of its rights and obligations under this Agreement to Land Trust, except for the right and obligation to provide the Purchase Price at Closing. If Purchaser does effect such Reduced Purchased Shares in such an assignment to Land Trust, Purchaser shall deposit the Purchase Share Reduction Price into escrow with the Closing Agent with instructions that the Purchase Price shall be disbursed to the Seller only upon Purchaser’s approval of all required closing documents and (y) the Per Share Pricerecording of the Deed of Conservation Easement and all necessary Subordination Agreements, if any.

Purchase Price. Upon The initial aggregate purchase price for the terms and Purchased Assets, including the Transferred Intellectual Property is SIX HUNDRED SEVENTY NINE MILLION FIVE HUNDRED ONE THOUSAND EIGHT DOLLARS ($679,501,008.00) (the “Initial Purchase Price”), but is subject to adjustment as provided in Section 1.5 hereof (as so adjusted, the conditions of this Agreement, at each Closing, Purchaser shall pay to Seller on the applicable Closing Date, by wire transfer in accordance with the wire instructions of Seller delivered to Purchaser on or prior to such Closing, in U.S. dollars and immediately available funds, such purchase price (each, a “Purchase Price”) equal to the product of (x) the aggregate number of Purchased Shares to be sold to Purchaser at such Closing and (y) $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”). In the event the Company fails to pay a The Initial Purchase Price on an applicable Closing Date in accordance with the foregoing, 120% of the sum of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”, and the date of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closingsequals, in the aggregate, shall be referred to herein as the Initial Loan Value of each Loan contained in the Purchased Assets multiplied by the Purchase Price Percentage in respect of such Loan. Schedule 1.4 hereto (the “Default Purchased SharesInitial Loan Value Schedule”. By no later than ) sets forth the third (3rd) business day after Seller’s receipt calculation of the Default Initial Loan Value in respect of each Loan. At the Closing, Purchaser shall (i) pay the Initial Purchase Price in respect of the Closing Date Purchased Assets with respect to which there are no Escrowed Assets related thereto (such amount, the “Estimated Closing Date Purchased Assets Purchase Price”) to Sellers, (ii) deposit on behalf of Sellers an amount equal to the Initial Purchase Price in respect of the Escrowed Assets and the Closing Date Purchased Assets related thereto (such amount, the “Estimated Escrowed Assets Purchase Price” and, together with the Estimated Closing Date Purchased Assets Purchase Price, Seller shall cause Seller Broker collectively, the “Estimated Purchase Price”) in the Purchase Price Escrow Account to effect be held by the delivery Escrow Agent in accordance with the terms of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of SellerEscrow Agreement, and upon any such Purchase Share Reduction (iii) assume the applicable Reduced Purchased Shares (as defined below) Assumed Liabilities from Sellers. Sellers shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced by the product of accept (x) the aggregate number of such Reduced Estimated Closing Date Purchased Shares in such Assets Purchase Share Reduction Price from Purchaser, and (y) the Per Share PriceEstimated Escrowed Assets Purchase Price delivered by Purchaser to the Escrow Agent for deposit into the Purchase Price Escrow Account to be held and released in accordance with the terms of the Escrow Agreement and the assumption of the Assumed Liabilities by Purchaser, in full payment for the Purchased Assets, including the Transferred Intellectual Property, subject to any adjustment as provided in Section 1.5(c) hereof. The Estimated Purchase Price is payable in the manner provided in Sections 2.3(a)(i) and 2.3(b) hereof.

Purchase Price. Upon (a) On the terms Initial Purchase Date and subject to each Workday thereafter until the conditions of this AgreementOriginator Termination Date for the Originator, at each Closing, Purchaser the Company shall pay to Seller on the applicable Closing Date, by wire transfer in accordance with the wire instructions of Seller delivered to Purchaser on or prior to such Closing, in U.S. dollars and immediately available funds, such Originator a purchase price for each Purchased Receivable (each, a “Purchase Price”other than an Excluded Receivable) of the Originator (and not previously sold to the Company hereunder) equal to the product outstanding balance of such Purchased Receivable in existence on the Determination Date for such Receivable. Such purchase price shall be paid through two methods. First, the Company may pay to the Originator a portion of such purchase price by transferring to the Originator monies then held by the Company, solely to the extent such monies do not constitute Collections required to be distributed to the Agent under the Receivables Sale Agreement or necessary as part of a reserve for liabilities of the Company established by the Company in its sole judgment. Second, the Company shall pay the remaining purchase price by crediting to the Subordinated Note such remaining amount of the purchase price payable to the Originator. On the Initial Purchase Date, at least $5,000,000 of the purchase price payable to the Originator on the Initial Purchase Date shall so be credited to the Subordinated Note. On each Monthly Settlement Date occurring after the Initial Purchase Date, the difference between (x) the aggregate number of total purchase price payable for all Purchased Shares to be sold to Purchaser at Receivables originated during the Settlement Period ending on such Closing and (y) $3.00 (Monthly Settlement Date that were not in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (existence on the “Per Share Price”). In the event the Company fails to pay a Initial Purchase Price on an applicable Closing Date in accordance with the foregoing, 120% of the sum of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”, and the date of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced by the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share Priceamount of such purchase price paid in cash during that Settlement Period shall be credited to the Subordinated Note. For any Settlement Period that the amount of such cash payments to the Originator exceeds the aggregate purchase price payable for Purchased Receivables during the Settlement Period, such excess shall be applied on the Monthly Settlement Date for such Settlement Period to reduce the principal amount of the Subordinated Note.

Purchase Price. Upon On the terms and subject to Purchase Date, the conditions of this Agreement, at each Closing, Purchaser Electing Purchaser(s) shall pay to Seller on the applicable Closing Date, by wire transfer in accordance with the wire instructions of Seller delivered to Purchaser on or prior to such ClosingTopaz Minority Member, in U.S. dollars and immediately available fundsconsideration for the Topaz Minority Member Interest, such purchase price an amount of Cash (each, a “Purchase Price”the "TOPAZ PURCHASE PRICE") that is equal to the product excess of (x) the aggregate number fair market value of Purchased Shares the Topaz Minority Member Interest as of the Applicable Notice Date, which fair market value shall be presumed to be sold the Topaz Value as of the Applicable Notice Date (unless an Appraised Value Election has been made, in which case such fair market value shall be presumed to Purchaser at such Closing and be the Appraised Price of the Topaz Minority Member Interest), over (y) $3.00 the product of (I) the Topaz Percentage and (II) all repayments of and proceeds of, and all interest and earnings on, Financial Investments to the extent paid in each caseCash into the Account during the period from the Applicable Topaz LLC Agreement Notice Date to (and including) the Purchase Date and not otherwise taken into account in the calculation of Topaz Value or Appraised Price, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”)case may be. In addition, as a condition to the event the Company fails to pay a Purchase Price on an applicable Closing Date in accordance with the foregoing, 120% purchase of the sum of Topaz Minority Member Interest on the aggregate Purchase Price for such Closing Date, Topaz shall pay all Administrative Expenses and all future Closings hereunder shall immediately become New Administrative Expenses then due and payable hereunder owing (to the “Default extent such expenses are invoiced and notice thereof has been given to Garnet or Topaz at least three Business Days prior to the Purchase Price”Date) to the extent not paid by Garnet, and El Paso or any other Person on or prior to the date of any such default, each a “Default Purchase Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser Topaz Minority Member may make an Appraised Value Election by delivering written notice of such election to the Electing Purchaser(s) no later than ten Business Days following the Applicable Notice Date; provided, however, that the Topaz Minority Member shall have paid not be permitted to make an Appraised Value Election hereunder unless it simultaneously makes an Appraised Value Election under the Default Diamond LLC Agreement with respect to its Diamond Class A Member Interest; and provided, further, that (i) any such election by the Topaz Minority Member shall be irrevocable upon delivery of such notice by the Topaz Minority Member, (ii) the General Appraisal Procedures shall be implemented, (iii) the Topaz Minority Member shall pay and assume liability for, and indemnify the other Members and the Electing Purchaser(s) against, all fees, costs and expenses in any way relating to or arising out of the General Appraisal Procedures, including all fees and expenses of all of the appraisers engaged in connection therewith and (iv) the Electing Purchaser(s) shall be obligated to pay the Topaz Value on the Purchase Date, and the remainder of the Topaz Purchase Price (or, if the Topaz Purchase Price is less than the amount paid on the Purchase Date, a rebate in respect thereof) shall be paid to Seller, Seller may effect one the Topaz Minority Member (or more Purchase Share Reductions (as defined belowElecting Purchaser(s), at as the sole option of Seller, and upon any such Purchase Share Reduction case may be) through the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced by the product of (x) the aggregate number of such Reduced Purchased Shares post-closing adjustments described in such Purchase Share Reduction and (y) the Per Share PriceSection 11.2(h).

Purchase Price. Upon In consideration of the terms and subject sale of -------------- Receivables by the Seller to the conditions of BSF pursuant to this Agreement, at each Closing, Purchaser BSF shall pay to Seller Seller, on the applicable Closing Date and each Business Day thereafter, a Purchase Price for all Receivables first booked on such Business Day (or, in the case of the purchase on the Closing Date, all outstanding Receivables) in an amount equal to the outstanding face amount of all such Receivables which the Seller has certified meet the Eligibility Criteria, less adjustments for (i) an interest component, taking into account the maturity of such Receivables, (ii) an amount representing the historical losses on similar Receivables and (iii) an amount representing a servicing fee, such Purchase Price to be calculated in accordance with Appendix I hereto. The parties hereto represent that the Purchase Price so calculated constitutes and represents an arm's-length fair market value price for the Receivables sold. Receivables transferred from the Seller to BSF which do not meet the Eligibility Criteria on the date of transfer shall be deemed contributed to the capital of BSF. At the request of the Seller, BSF agrees to cause the Buyers to make Incremental Purchases pursuant to the Receivables Purchase Agreement which Purchase Price for such Incremental Purchase shall be payable in Dollars or the issuance of Letters of Credit as set forth below. The Purchase Price for each Receivable shall, be payable (x) to the extent of cash available to BSF, in Dollars (or in the case of the purchase of Receivables outstanding on the Closing Date, by wire transfer crediting BSC with a capital contribution of $37,240,000 (which capital contribution may be in accordance with the wire instructions form of Seller delivered to Purchaser on Receivables)) or prior to such Closing, in U.S. dollars and immediately available funds, such purchase price (each, a “Purchase Price”) equal to the product of (x) the aggregate number of Purchased Shares to be sold to Purchaser at such Closing and (y) $3.00 (in each caseto the extent cash is not so available, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (by a deemed advance under the “Per Share Price”)BSC Note. In addition, at the event the Company fails to pay a Purchase Price on an applicable Closing Date in accordance with the foregoing, 120% request of the sum Seller, BSF agrees to procure the issuance of Letters of Credit pursuant to the aggregate Receivables Purchase Price for Agreement, such Closing and all future Closings hereunder Letters of Credit to be as specified by BSC. The amount of any drawing under any Letter of Credit shall immediately become due and payable hereunder (be credited against the “Default Purchase Price”outstanding balance under the BSC Note, and the date amount of any such default, each a “Default Date”) and such Default Letter of Credit Fees paid under the Receivables Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, Agreement shall be referred to herein as credited against interest accruing under the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced by the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share PriceBSC Note.

Purchase Price. Upon the terms and subject to the conditions of this Agreement, at each Closing, Purchaser shall pay to Seller on the applicable Closing Date, by wire transfer in accordance with the wire instructions of Seller delivered to Purchaser on or prior to such Closing, in U.S. dollars and immediately available funds, such The purchase price for the purchase of an interest in the Partnership or a portion thereof pursuant to Section 8.2 (each, a the “Purchase Price”) shall be determined as follows: In the case of a purchase of all or a portion of an interest in the Partnership pursuant to this Section 8.2, the Purchase Price shall be an amount equal to the product aggregate fair market value, as of the date of the exercise of the option to purchase such interest or such portion, of the interests of all persons in the Partnership multiplied by the Percentage Interest attributable to the interest in the Partnership or portion thereof being purchased. The aggregate fair market value of the interests of all persons in the Partnership shall be determined by an investment banking firm of recognized national standing designated by the Selling Partner in a notice to the Purchasing Partner(s) at least forty-five days prior to the Closing (xas defined in Section 8.2(d)). Such investment banking firm shall not have any financial interest in the magnitude of the Purchase Price or any past or present relationship with the Partnership or the Selling Partner that would tend to affect the determination of such fair market value. Neither any business relationship of an investment banking film with the Partnership or the Selling Partner more than three years prior to such designation nor the membership (other than as manager or co-manager) of an investment banking firm in a syndicate formed to sell securities of the Partnership or the Selling Partner nor the use by the Partnership or the Selling Partner of the services of an investment banking firm as a broker shall be deemed a relationship that would tend to affect the determination of such fair market value. The investment banking firm that determines such fair market value shall be afforded such access to the records and properties of the Partnership as it may reasonably request by notice to the General Partner (which notice need not be in writing) in order to make its determination. Such firm shall notify each Partner of the aggregate number fair market value of Purchased Shares the interests of all persons in the Partnership in writing at least ten days prior to the Closing. The fees and expenses of such firm for determining such fair market value shall be paid by the Partners, each Partner paying that percentage of such fees and expenses equal to its Percentage Interest. Except as otherwise provided in Section 8.2(e), the Purchase Price shall be paid at the Closing by cashier’s check or wire transfer of immediately available funds. During the period between the exercise of the option by the Purchasing Partner(s) to purchase the Selling Partner’s interest in the Partnership and the Closing, the Selling Partner shall continue to be sold a Partner of the Partnership and shall be entitled to Purchaser at such Closing receive distributions and (y) $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”). In the event the Company fails allocations pursuant to pay a Purchase Price on an applicable Closing Date this Agreement in accordance with the foregoingSelling Partner’s Percentage Interest, 120% but the Purchasing Partner(s) shall otherwise have all the rights, powers, duties and obligations of the sum of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”Selling Partner, and the date of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible including with respect to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced by the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share PriceAdditional Capital Contributions.

Purchase Price. Upon (i) (i) In full consideration for the terms transfer of Duke's DII Shares and the Sellers' DCI partnership interests, Penton will deliver and pay to Sellers a total purchase price of up to $150 million in cash (the Purchase Price). The Purchase Price is payable in two parts as follows: (1) at Closing, Penton will pay to the Sellers $100 million in cash, subject to the conditions of this Agreement, at each Closing, Purchaser shall pay to Seller on adjustment provided in section 2(g)(i) below (the applicable Closing DateCash Payment), by wire transfer or delivery of other immediately available funds and (2) Contingent Payments of up to $50 million, if earned, due over a period following Closing as described in this section 2(c). The Contingent Payments consist of a Revenue Contingent Payment and an EBITDA Contingent Payment, each defined below, to be paid by Penton, if earned, on or before March 31 following the end of each of the calendar years 2000, 2001 and 2002 (each, a "Yearly Contingent Payment Period" and collectively the "Contingent Payment Period,") and in accordance with the wire instructions procedures set forth in this section 2(c). The Parties agree that the consideration for the DII Shares consists solely of Seller delivered to Purchaser a portion of the Cash Payment and none of the Contingent Payments. The consideration for the DCI interests is the balance of the Cash Payment and all of the Contingent Payments. The final allocation of the Purchase Price among the Sellers shall be determined in a writing executed by all Sellers and Penton on or prior to such before two business days before the Closing Date. The Sellers will, at Closing, assign their rights to receive the Contingent Payments to a newly formed limited liability company (New LLC) that will be wholly owned by Sellers. Penton shall pay all Contingent Payments, if earned, by wire transfer to New LLC. Sellers acknowledge that payment of the Contingent Payment to New LLC pursuant to this section 2(c) is in U.S. dollars and immediately available funds, such purchase price (each, a “Purchase Price”complete satisfaction of Penton's obligations under this section 2(c) equal to the product of (x) the aggregate number of Purchased Shares to be sold to Purchaser at such Closing and (y) $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”). In the event the Company fails to pay a Purchase Price on an applicable Closing Date in accordance with the foregoing, 120% of the sum of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”, and the date of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), Sellers. Any Contingent Payment that is not paid when due shall accrue interest from the due date until paid at the sole option Applicable Rate; PROVIDED, HOWEVER, that, if the amount of Sellerany Contingent Payment is in dispute, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced by the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share Price.it will not be

Purchase Price. Upon On the first Business Day following the Agreement Date, Purchaser shall pay Seller an amount (the “Deposit”) equal to the product of (i) $11,453,605 and (ii) Current Excess Servicing Spread Percentage, without any of the adjustments provided in the Purchase and Sale Agreement for such calculation, as an xxxxxxx money deposit. In full consideration for the purchase of the Current Excess Servicing Spread and the rights under the Future Spread Agreement for FHLMC Mortgage Loans, and upon the terms and subject to the conditions of this Agreement, at each Closing, Purchaser shall pay to Seller on an amount (the applicable Closing Date, by wire transfer in accordance with the wire instructions of Seller delivered to Purchaser on or prior to such Closing, in U.S. dollars and immediately available funds, such purchase price (each, a “Base Purchase Price”“) equal to the product of (x) the aggregate number outstanding principal balance of Purchased Shares to be sold to Purchaser at such Closing and the Mortgage Loans as of the Cut-Off Date, (y) $3.00 the Purchase Price Percentage and (in each case, as adjusted z) the Current Excess Servicing Spread Percentage. The Base Purchase Price shall be allocated by the Parties on the Sale Date to reflect the consideration for stock splits, stock dividends, stock combinations, recapitalizations and similar events) the purchase of the Current Excess Servicing Spread hereunder (the “Per Share Purchase Price”)) and the consideration for the rights acquired by Purchaser under the Future Spread Agreement for FHLMC Mortgage Loans. The Base Purchase Price shall be payable by the Purchaser to the Seller as follows: (a) the Deposit shall be payable on the first Business Day following the Agreement Date, (b) 50% of the estimated Base Purchase Price net of the Deposit shall be payable on the Sale Date and (c) the portion of the Base Purchase Price that has not been paid to Seller by Purchaser as of such date, including with respect to Mortgage Loans that have prepaid between the Sale Date and the Servicing Transfer Date, plus interest thereon at the Federal Funds Rate for the period from the Sale Date to the Servicing Transfer Date shall be payable on the Servicing Transfer Date. The Seller shall deliver the Schedule of Mortgage Loans no later ten (10) Business Days after the Sale Date. In the event the Company fails to pay a Purchase Price on there is an applicable Closing Date in accordance with the foregoing, 120% adjustment and reconciliation of the sum Seller’s purchase price pursuant to the terms of Section 3.01(d) of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (Sale Agreement, the “Default Purchase Price”, and the date of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Base Purchase Price shall be reduced subject to a corresponding adjustment and any adjustment amounts (including interest) shall be paid by the product Purchaser or the Seller, as applicable, to the other party within ten (10) Business Days from receipt of (x) the aggregate number satisfactory written verification of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share Priceamounts due.

Purchase Price. Upon The Company agrees to issue and sell the terms Depositary Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Depositary Shares set forth opposite such Underwriter's name in Schedule 1 hereto at a price per Depositary Share (the "Purchase Price") of $24.2125 (or $24.50 with respect to any Depositary Shares sold to certain institutions). In addition, the Company agrees to issue and sell the Option Depositary Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Depositary Shares at the Purchase Price. If any Option Depositary Shares are to be purchased, the number of Option Depositary Shares to be purchased by each Underwriter shall be the number of Option Depositary Shares which bears the same ratio to the aggregate number of Option Depositary Shares being purchased as the number of Underwritten Depositary Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 9 hereof) bears to the aggregate number of Underwritten Depositary Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Depositary Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Depositary Shares at any time (but not more than once) on or before the thirtieth day following the date of this Agreement, at each Closing, Purchaser by written notice from the Representatives to the Company. Such notice shall pay set forth the aggregate number of Option Depositary Shares as to Seller on which the applicable option is being exercised and the date and time when the Option Depositary Shares are to be delivered and paid for which may be the same date and time as the Closing Date, by wire transfer Date but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the wire instructions provisions of Seller delivered to Purchaser on or Section 9 hereof). Any such notice shall be given at least two Business Days prior to such Closing, in U.S. dollars and immediately available funds, such purchase price (each, a “Purchase Price”) equal to the product of (x) the aggregate number of Purchased Shares to be sold to Purchaser at such Closing and (y) $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”). In the event the Company fails to pay a Purchase Price on an applicable Closing Date in accordance with the foregoing, 120% of the sum of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”, and the date and time of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced by the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share Pricespecified therein.

Purchase Price. Upon The Seller agrees to sell from time to time, and the terms Purchaser agrees to purchase from time to time, Mortgage Loans having an aggregate principal balance on the related Cut-off Date in an amount as set forth in the related Commitment Letter, or in such other amount as agreed by the Purchaser and subject the Seller as evidenced by the actual aggregate principal balance of the Mortgage Loans accepted by the Purchaser on each Closing Date, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. The Seller, simultaneously with the delivery of the Mortgage Loan Schedule with respect to the conditions related Mortgage Loan Package to be purchased on each Closing Date, shall execute and deliver an Assignment and Conveyance Agreement in the form attached hereto as Exhibit 4 (the "Assignment and Conveyance Agreement") With respect to each Mortgage Loan purchased, the Purchaser shall own and be entitled to receive: (a) all scheduled principal due after the related Cut-off Date, (b) all other payments and/or recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Servicer after the related Cut-off Date shall belong to the Seller), and (c) all payments of interest on the Mortgage Loans, net of the Servicing Fee (minus that portion of any such interest payment that is allocable to the period prior to the related Cut-off Date). For the purposes of this Agreement, at each Closingpayments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to reduce the Stated Principal Balance as of the related Cut-off Date. Such prepaid amounts (minus the applicable Servicing Fee) shall be the property of the Purchaser. The Seller shall remit to the Servicer for deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser, for remittance by the Servicer to the Purchaser shall pay to Seller on the appropriate Remittance Date. All payments of principal and interest, less the applicable Closing DateServicing Fee, by wire transfer in accordance with due on a Due Date following the wire instructions of Seller delivered to Purchaser on or prior to such Closing, in U.S. dollars and immediately available funds, such purchase price (each, a “Purchase Price”) equal related Cut-off Date shall belong to the product of (x) the aggregate number of Purchased Shares to be sold to Purchaser at such Closing and (y) $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”). In the event the Company fails to pay a Purchase Price on an applicable Closing Date in accordance with the foregoing, 120% of the sum of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”, and the date of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced by the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share Price.

Purchase Price. Upon Per Share: US $1.00 Vesting Date: December 14, 2011, 5:00 p.m. Central Standard Time Expiration Date: Subject to Section 3(b) of the Option Agreement, December 14, 2016, 5:00 p.m. Central Standard Time. WITNESS the signature of the Company’s authorized officer: COIL TUBING TECHNOLOGY, INC. By________________________________________ _______________________________ SCHEDULE 1c OPTION THIS OPTION AND THE SECURITIES TO BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER: (A) THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), IN RELIANCE UPON THE EXEMPTIONS FROM REGISTRATION PROVIDED IN SECTIONS 3 AND 4 OF SUCH ACT AND REGULATION S PROMULGATED THEREUNDER; OR (B) ANY STATE SECURITIES LAWS IN RELIANCE UPON APPLICABLE EXEMPTIONS THEREUNDER. THIS OPTION MAY NOT BE EXERCISED BY OR ON BEHALF OF ANY U.S. PERSON UNLESS REGISTERED UNDER THE ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THIS OPTION MUST BE ACQUIRED FOR INVESTMENT ONLY FOR THE ACCOUNT OF THE INVESTOR, AND NEITHER THE OPTION NOR THE UNDERLYING STOCK MAY BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF REGULATION S AND OTHER LAWS OR PURSUANT TO REGISTRATION UNDER THE ACT OR AN AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS INVOLVING THIS OPTION OR THE SECURITIES TO BE ISSUED UPON ITS EXERCISE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. To Purchase 100,000 Shares of Common Stock COIL TUBING TECHNOLOGY, INC. This certifies that, for value received, the hereafter named registered owner is entitled, subject to the terms and conditions of this Option, until the expiration date, to purchase the number of shares (the “Shares”) set forth above of the common stock (“Common Stock”), of COIL TUBING TECHNOLOGY, INC. (the “Company”) from the Company at the purchase price per share hereafter set forth below, on delivery of this Option to the Company with the exercise form duly executed and payment of the purchase price (in cash, via certified or bank cashier’s check payable to the order of the Company, or in shares of the Company’s common stock in the event of a cashless exercise) for each Share purchased. This Option is subject to the conditions terms of the Option Agreement between the parties thereto dated as of January __, 2012, the terms of which are hereby incorporated herein. Reference is hereby made to such Option Agreement for a further statement of the rights of the holder of this Agreement, at each Closing, Purchaser shall pay to Seller on the applicable Closing Date, by wire transfer in accordance with the wire instructions of Seller delivered to Purchaser on or prior to such Closing, in U.S. dollars and immediately available funds, such purchase price (each, a “Purchase Price”) equal to the product of (x) the aggregate number of Purchased Shares to be sold to Purchaser at such Closing and (y) $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”)Option. In the event the Company fails to pay a Purchase Price on an applicable Closing Date in accordance with the foregoing, 120% of the sum of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”, and the date of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced by the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share Price.Registered Owner: [EXECUTIVE]

Purchase Price. Upon The purchase price for the terms Property is ______________ ($________) per acre, plus a prorated amount for any fractional acre (the “Purchase Price”). The exact acreage of the Property will be determined by a survey prepared in accordance with Section 6 below, and subject to the conditions total Purchase Price will be calculated based on surveyed acres. If the Conservancy purchases the Property, then the Xxxxxxx Money will be credited against payment of this Agreement, at each Closing, Purchaser shall pay to Seller on the applicable Closing Date, Purchase Price. The balance of the Purchase Price will be paid by check or by wire transfer [at closing OR in accordance with the wire instructions payment terms set out in Exhibit ___of this Agreement]. Choose one of the following for Section 3. Choose the first if there is a chance that this is a bargain sale and Seller delivered may be claiming a tax deduction. Choose the second if a gift is involved, but it does not qualify for a charitable deduction or the Seller does not wish to Purchaser on or prior to such Closingtake a charitable deduction. Choose the third if this is not a bargain sale. Tax Deduction Claim by Seller. The Conservancy understands that Seller, in U.S. dollars and immediately available fundsconnection with the sale contemplated by this Agreement, such purchase price may claim an income tax deduction based on an assertion that the value of the Property is higher than the Purchase Price (each, sometimes known as a “Purchase Price”) equal to the product of (x) the aggregate number of Purchased Shares to be sold to Purchaser at such Closing and (y) $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Pricebargain sale”). In Seller acknowledges that it is Seller's obligation to establish the amount of the charitable contribution involved in such sales for federal tax purposes. Seller further acknowledges that neither the Conservancy, nor any of its employees or agents, has made any representation or warranty, express or implied, concerning the tax consequences of the transaction contemplated by this Agreement, including the value and the deductibility of any intended charitable gift. Neither the Conservancy nor its employees or agents assume any liability in the event the Company fails to pay a Purchase Price on an applicable Closing Date in accordance with the foregoing, 120% that any portion of the sum intended charitable gift is determined by appropriate authorities to be not deductible. Seller hereby represents and warrants that Seller has or will obtain and rely exclusively on Seller's own tax advisors for advice with respect to both the availability of a tax deduction for the charitable contribution and the requirements for appraisals and other documentation to substantiate the value of the aggregate Purchase Price charitable contribution deduction. Seller has received from the Conservancy the document entitled “Gifts of Lands and Waters to ________________ Conservancy - Information for such Closing Donors” and all future Closings hereunder shall immediately become due attachments and payable hereunder (understands the “Default Purchase Price”conditions under which the Conservancy will sign Internal Revenue Service Form 8283 relating to donations of interests in land. Seller agrees to indemnify, defend and hold the date of Conservancy harmless from any such defaultloss, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt costs or liability resulting from any breach of the Default Purchase Pricecovenants, representations and warranties of Seller contained in this Section 3. The protections of this Section 3 shall cause Seller Broker to effect survive the delivery of the Default Purchased Shares to Purchaserclosing hereunder. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced by the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share Price.OR

Purchase Price. Upon The Purchase Price set forth in Exhibit A shall be valid for Purchase Term. The parties agree to meet from time to time, but not less than every six (6) months, to review the terms and subject Purchase Price as it relates, to market conditions. At that time the parties, if market conditions so require, shall negotiate in good faith an adjustment to the conditions Purchase Price. If at any time during the Purchase Term, the price for any of the Products generally charged to other clients of Lannett is lower than the then current Purchase Price, then Lannett shall immediately make available this Agreementlower price to ________ and adjust the Purchase Price in Exhibit A, at each Closing, Purchaser shall pay to Seller on including the applicable Closing Date, price for purchases for which a purchase order has already been issued by wire transfer ________ in accordance with Section 2.3 hereof. If at any time during the wire instructions of Seller delivered Purchase Term, Lannett increases the price generally charged to Purchaser on or prior to such Closing, in U.S. dollars other clients and immediately available funds, such purchase price (each, a “Purchase Price”) equal to the product of (x) the aggregate number of Purchased Shares to be sold to Purchaser at such Closing and (y) $3.00 (in each case, as adjusted ________ for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”). In the event the Company fails to pay a Purchase Price on an applicable Closing Date in accordance with the foregoing, 120% any of the sum of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”, and the date of any such default, each a “Default Date”) Products and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later price is higher than the third (3rd) business day after Seller’s receipt of the Default then current Purchase Price, Seller then Lannett shall cause Seller Broker promptly notify _______ of such increase. If _______ does not accept such increase, then the parties shall negotiate in good faith for up to effect thirty (30) days from the delivery of date ________ gives notice, to arrive at a mutually acceptable Purchase Price. If, during such thirty (30) day period the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default parties agree on a mutually acceptable Purchase Price to Sellerthen Lannett shall adjust the Purchase Price in Exhibit A. If at the end of such thirty (30) day period the parties have not reached agreement, Seller may effect one or more Purchase Share Reductions (as defined below)________, at its option, may amend Exhibit A to exclude such Product and shall cease to have obligations to purchase such Product. From time to time the sole option of Seller, and upon any such Purchase Share Reduction parties may agree to adjust the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced through a rebate or other similar mechanism to accommodate promotions or other sales incentive given by the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share Price__________ to its clients.

Purchase Price. Upon In connection with the terms exercise of the Purchase Option and subject in full consideration for the sale and transfer of the Acquired Assets, including but not limited to the conditions Vessels, Charterer, or its designee, shall on the Purchase Closing Date: (a) assume the Assumed Liabilities and (b) pay to Shipowner an amount equal to (i) the total amount of principal, interest and other amounts outstanding under the National City Financing Documentation or Replacement Financing Documentation, as applicable, plus (ii) the total amount of principal, interest and other amounts outstanding under the Subordinated Debt Financing Documentation or Replacement Subordinated Debt Financing Documentation, as applicable, plus (iii) $400,000, plus (iv) an amount equal to sixteen percent (16%) simple interest per year (based on a 365-day year) on the amount set forth under clause (iii) of this Agreement, at each Closing, Purchaser shall pay to Seller Section 20.2 for the period commencing on the applicable date hereof and ending on the Purchase Closing Date. Shipowner and Charterer shall act in good faith to complete the form of Vessel Purchase Agreement and the schedules and exhibits thereto (i) with respect to matters therein requiring completion by or agreement between the parties, by wire transfer and (ii) in accordance respect of any matters then existing with the wire instructions of Seller delivered to Purchaser on or prior to such Closing, in U.S. dollars and immediately available funds, such purchase price (each, a “Purchase Price”) equal respect to the product Shipowner or the Vessels that customarily would be addressed in an agreement contemplating transactions similar to the transactions contemplated by the form of (x) Vessel Purchase Agreement. Charterer shall have the aggregate number right to waive inclusion in the definitive Vessel Purchase Agreement of Purchased Shares to be sold to Purchaser at such Closing and (y) $3.00 (any provision in each case, as adjusted the form of Vessel Purchase Agreement that is for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”). In the event the Company fails to pay a Purchase Price on an applicable Closing Date in accordance with the foregoing, 120% benefit of the sum "Buyer" thereunder, and Shipowner shall have the right to waive inclusion in the definitive Vessel Purchase Agreement of any provision in the form of Vessel Purchase Agreement that is for the benefit of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”, and the date of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced by the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share Price"Company" thereunder.

Purchase Price. Upon The Purchase Price allocation for each Property shall be (i) designated by the terms Company, (ii) mutually acceptable to the Company and Seller/Lessee, (iii) subject to the conditions total amount of this AgreementCommitment, and (iv) subject to meeting the due diligence standards set out in Paragraph 6 of this Commitment.1 All reasonable and actual Company acquisition costs incurred in connection with this transaction shall be paid by Seller/Lessee, but the Company will permit Seller/Lessee to include them in the Purchase Price so that the costs will be funded at each Closingclosing out of the Sale/Leaseback proceeds. Should any of the transactions contemplated by this Commitment fail to close due to the Property’s failure to meet the criteria set forth in this Commitment, Purchaser shall pay Seller/Xxxxxx’s failure to Seller on the applicable Closing Date, by wire transfer in accordance comply with the wire instructions terms of Seller delivered this Commitment, or Seller/Xxxxxx’s election not to Purchaser on or prior to such Closingproceed (for any reason other than a default by the Company), Seller/Lessee shall reimburse Company and any third-party vendors for all reasonable and actual out-of-pocket expenses in U.S. dollars and immediately available fundsconnection therewith. Company acquisition costs will include an unrelated third-party appraisal fee of approximately $2,450.00, such purchase price (eachan ASTM Phase I Environmental Audit of the Property costing approximately $2,850.00, a “Purchase Price”) lease fee equal to the product one-half of one percent (x.50%) the aggregate number of Purchased Shares to be sold to Purchaser at such Closing and (y) $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”). In the event the Company fails to pay a Purchase Price on an applicable Closing Date in accordance with the foregoing, 120% of the sum of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”, and the date of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker payable if and when the Closing occurs, travel and lodging expenses (not to effect exceed $500.00 per site) related to the delivery physical inspection of each Property by a Company representative, and related miscellaneous out-of-pocket expenses such as Federal Express and flood search charges. Seller/Lessee’s closing costs that may also be included in the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price include title insurance premiums, transfer taxes or stamps, survey costs, environmental reports, recording fees and other closing costs. The parties acknowledge that the Company has made arrangements with its service providers to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price delay payment until Closing. The Company shall be reduced by the product responsible for its own legal fees and any other of (x) the aggregate number of such Reduced Purchased Shares its expenses not provided for in such Purchase Share Reduction and (y) the Per Share Pricethis Commitment.

Purchase Price. Upon In full consideration for the purchase of the Original Current Excess Servicing Spread and the rights under the Future Spread Agreement for Non-Agency Mortgage Loans, and upon the terms and subject to the conditions of this Agreement, at each Closing, Purchaser shall pay to Seller on the applicable Closing Original Agreement Date an amount (the "Base Purchase Price") equal to the product of (x) the aggregate outstanding principal balance of the Mortgage Loans as of the Cut-Off Date, (y) the Purchase Price Percentage and (z) the Original Current Excess Servicing Spread Percentage. The Base Purchase Price shall be allocated by wire transfer in accordance with the wire instructions Parties on the Closing Date to reflect the consideration for the purchase of the Original Current Excess Servicing Spread hereunder (the "Purchase Price") and the consideration for the rights acquired by Purchaser under the Future Spread Agreement for Non-Agency Mortgage Loans. Purchaser will also pay to Seller delivered to Purchaser on or prior to such Closing, in U.S. dollars and immediately available funds, such a supplemental purchase price (eachthe “Supplemental Purchase Price”) equal to the product of (i) $25 million and (ii) a fraction, a the numerator of which is the sum of the "Base Purchase Price" paid by Purchaser under (and as defined in) each Sale Agreement on the applicable Closing Date and the denominator of which is the aggregate purchase price paid by Seller to Aurora to acquire mortgage servicing rights pursuant to the Residential Servicing Business Asset Purchase Agreement. Purchaser will allocate the Supplemental Purchase Price under each or any of the Sale Agreements and Future Spread Agreements in its reasonable discretion. The portion of the Supplemental Purchase Price so allocated to the applicable Sale Agreement and the related Future Spread Agreement shall be paid by Purchaser on the "Closing Date" applicable to each such Sale Agreement and the related Future Spread Agreement. The parties intend that any Purchase Price Adjustment Amount received by Purchaser pursuant to Section 3.04(a) of this Agreement be characterized as an adjustment to the Purchase Price for federal, state and local income tax purposes, and neither Party shall take any position on any tax return or tax filing inconsistent therewith. In full consideration for the purchase of the Amendment Current Excess Servicing Spread, and upon the terms and conditions of this Agreement, Purchaser shall pay to Seller an amount (the “Amendment Base Purchase Price”) equal to the product of (x) the aggregate number outstanding principal balance of Purchased Shares to be sold to Purchaser at such Closing and the Mortgage Loans as of the Amendment Cut-Off Date, (y) $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”). In the event the Company fails to pay a Amendment Purchase Price Percentage and (z) the Amendment Current Excess Servicing Spread Percentage. The Amendment Base Purchase Price shall be allocated by the Parties on an applicable Closing the Amendment Date in accordance with to reflect the foregoing, 120% consideration for the purchase of the sum of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable Amendment Current Excess Servicing Spread hereunder (the “Default Amendment Purchase Price”, ) and the date of any such default, each a “Default consideration for the rights acquired by Purchaser under the amendment to the Future Spread Agreement for Non-Agency Mortgage Loans executed on the Amendment Date”) and such Default Purchase Price shall bear interest at . On the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase PriceAmendment Date, Seller shall cause Seller Broker pay Purchaser an adjustment to effect the delivery Amendment Purchase Price equal to the Amendment Purchase Price Rebate Amount. The Parties shall treat any payment of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Amendment Purchase Price Rebate Amount pursuant to Seller, Seller may effect one or more Purchase Share Reductions (this Agreement as defined below), at an adjustment to the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Amendment Purchase Price shall be reduced by the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share Pricefor all purposes.

Purchase Price. Upon For the terms purposes of any purchase of the Rollover Options pursuant to Section 2.10(a), and subject to Section 2.10(e), the conditions of this Agreement, at each Closing, Purchaser shall pay to Seller on the applicable Closing Date, by wire transfer in accordance with the wire instructions of Seller delivered to Purchaser on or prior to such Closing, in U.S. dollars and immediately available funds, such purchase price per share of Common Stock covered by the Rollover Options to be paid to the Rollover Optionholder (each, a or his or her estate) for each share covered by the Rollover Options (the “Purchase Price”) shall be equal to the product excess, if any, of (w) fair market value (the “Fair Market Value”) of such share of Common Stock as of the effective date of the termination, that gives rise to the right of the Company to repurchase such Rollover Options (such date of termination, the “Determination Date”), over (x) the aggregate number exercise price per share of Purchased Shares Common Stock covered by the Rollover Options; provided that if the Rollover Optionholder’s employment is terminated by the Company or any Subsidiary thereof for Cause or in the case of Xxxx Xxxxxxxx, his employment with Eclipse is terminated for Cause or the Company terminates its business relationship with Eclipse for Cause, the Purchase Price for each such share covered by the Rollover Options shall be equal to be sold to Purchaser at such Closing and the excess, if any, of (y) $3.00 the lesser of (in A) the Fair Market Value of such share of Common Stock as of the Determination Date, and (B) the Value Per Share, over (z) the exercise price per share of Common Stock covered by the Rollover Options. For the purposes of any purchase of the Rollover Exercise Shares pursuant to Section 2.10(a), and subject to Section 2.10(e), the Purchase Price per share of Common Stock to be paid to the Rollover Optionholder (or his or her estate) for each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) Rollover Exercise Share (the “Per Share Purchase Price”). In ) shall equal the event Fair Market Value of such Rollover Exercise Share as of the Determination Date; provided that if the Rollover Optionholder’s employment or such business relationship is terminated by the Company fails to pay a Purchase Price on an applicable Closing Date or any Subsidiary thereof for Cause, or, in accordance the case of Xxxx Xxxxxxxx, his employment with Eclipse is terminated for Cause or the foregoingCompany terminates its business relationship with Eclipse for Cause, 120% of the sum of the aggregate Purchase Price for such Closing Rollover Exercise Share shall equal the lesser of (A) the Fair Market Value of such Rollover Exercise Share as of the effective date of termination of Purchaser’s employment and all (B) the Value Per Share. Whenever determination of the Fair Market Value of a share of Common Stock is required by this Section 2.10, such Fair Market Value shall be such amount as is determined in good faith by the Board. In making a determination of Fair Market Value, the Board shall give due consideration to such factors as it deems appropriate, including, without limitation, the earnings and certain other financial and operating information of the Company and its Subsidiaries in recent periods, the potential value of the Company and its Subsidiaries as a whole, the future Closings hereunder shall immediately become due prospects of the Company and payable hereunder (the “Default Purchase Price”, its Subsidiaries and the date industries in which they compete, the history and management of the Company and its Subsidiaries, the general condition of the securities markets, the fair market value of securities of companies engaged in businesses similar to those of the Company and its Subsidiaries. The determination of Fair Market Value will not give effect to any restrictions on transfer of the Common Stock or the fact that such default, each Common Stock would represent a “Default Date”) and such Default Purchase Price shall bear minority interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, Company. The Fair Market Value as determined in good faith by the Board and in the absence of fraud shall be referred to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, binding and conclusive upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced by the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share Priceall parties hereto.

Purchase Price. Upon (i) The total consideration to be paid by Buyer for the terms and subject to Interests (the conditions of this Agreement, at each Closing, Purchaser shall pay to Seller on the applicable Closing Date, by wire transfer in accordance with the wire instructions of Seller delivered to Purchaser on or prior to such Closing, in U.S. dollars and immediately available funds, such purchase price (each, a “Purchase Price”) shall be an amount equal to the product sum of $2,950,000,000 (xthe “Base Purchase Price”) plus the aggregate number Post-Closing Payment Amount (as determined and paid in accordance with Section 2.1(c)). (ii) The Base Purchase Price shall be increased, dollar for dollar, by an amount equal to the total amount of Purchased Shares to be sold to Purchaser at such Closing and (ythe Working Capital as of the Measurement Time greater than the amounts set forth on Schedule 2.1(b)(ii) $3.00 (or decreased, dollar for dollar, by the amounts set forth on Schedule 2.1(b)(ii), in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) the applicable time period (the “Per Share PriceWorking Capital Adjustment Amount”). In the event the Company fails to pay a 18 (iii) The Base Purchase Price on shall be increased, dollar for dollar, by an applicable Closing Date amount equal to the total Cash of the Sale Entities as of the Measurement Time (the “Cash Adjustment Amount”). (iv) If the aggregate amount of capital expenditures (calculated in accordance with the foregoing, 120% U.S. GAAP or regulatory accounting) paid in respect of the sum Sale Entities from January 1, 2023 until the Measurement Time exceeds or is less than the aggregate amounts of the aggregate capital expenditures in the budget set forth on Schedule 2.1(b)(iv) for the same time period, then the Base Purchase Price for shall be increased or decreased, respectively, by the absolute value of such Closing and all future Closings hereunder shall immediately become due and payable hereunder difference (the “Default Purchase PriceCapital Expenditure Adjustment Amount”, and the date of any such default, each a “Default Date”). (v) and such Default The Base Purchase Price shall bear interest at be (A) increased by the rate absolute value of one the Indebtedness Adjustment Amount, if the Indebtedness Adjustment Amount is positive, or (B) decreased by the absolute value of the Indebtedness Adjustment Amount, if the Indebtedness Adjustment Amount is negative. (vi) The Base Purchase Price shall be adjusted, dollar for dollar, by the value of the net New Regulatory Assets/Liabilities of the Sale Entities as of the Measurement Time. If the amount of such New Regulatory Assets/Liabilities as of the Measurement Time is positive, the Base Purchase Price shall be increased by the amount of the New Regulatory Assets/Liabilities. If the amount of such New Regulatory Assets/Liabilities as of the Measurement Time is negative, the Base Purchase Price shall be decreased by the amount of the New Regulatory Assets/Liabilities. (vii) At least five (5) Business Days prior to the scheduled Closing Date, Seller shall prepare and deliver to Buyer a half percent statement setting forth Seller’s good faith estimate of the Preliminary Post-Closing Payment Amount (1.5%the “Estimated Closing Payment Amount”). (viii) per month (prorated for partial months) until paid Following Xxxxx’s receipt of the Estimated Closing Payment Amount, Buyer and its agents, representatives and advisors shall be permitted to review all books and records, working papers, financial records and information of Seller related to the Estimated Closing Payment Amount and shall have such access to Seller’s personnel as may be reasonably necessary to permit Buyer to review in full detail the manner in which the Estimated Closing Payment Amount was calculated and prepared. If Xxxxx notifies Seller in writing of an objection to the remaining Purchased Shares then eligible to be sold hereunder as such Closings, Estimated Closing Payment Amount or any of the amounts included in the aggregatecalculation of the Estimated Closing Payment Amount set forth therein, then Buyer and Seller shall be referred seek in good faith to herein as agree to revisions to the “Default Purchased Shares”. By Estimated Closing Payment Amount to resolve such objection and Seller shall update and redeliver the Estimated Closing Payment Amount to reflect any such agreements no later than the third Business Day immediately prior to the Closing Date. (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined belowc), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced by the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share Price.

Purchase Price. Upon The purchase price for Legacy Shares -------------- shall be composed of the Cash Equivalent Portion of the Purchase Price, the Stock Portion of the Purchase Price and the Earned Payout Amount. The Buyer agrees to pay to the Sellers at the Closing the sum of $2,770,000 (to be reduced dollar for dollar by the sum of the payments made by Legacy to cancel and exchange the stock options described in Section 5(i)) in promissory notes (the "CASH EQUIVALENT PORTION OF THE PURCHASE PRICE") and 538,333 Buyer's Shares valued at $6.00 per share (the "STOCK PORTION OF THE PURCHASE PRICE") in exchange for the Legacy Shares. The Cash Equivalent Portion of the Purchase Price shall be issued by Buyer and payable to Sellers at the Closing by delivery of promissory notes in the form of and pursuant to the terms and subject to of Exhibit A-1 attached hereto in the conditions of this Agreement, at each Closing, Purchaser shall pay to Seller amounts set forth on the applicable Allocation Schedule; provided, ------------------- however, that each Seller enters into a Purchase Price Adjustment Agreement in the form attached hereto as Exhibit C. The Stock Portion of the Purchase Price shall be issued by Buyer to Sellers at the Closing Date, by wire transfer the delivery of Buyer's Shares in accordance with the wire instructions Allocation Schedule; provided, that each Seller ------------------- enters into a Stock Pledge Agreement in the form attached hereto as Exhibit D --------- hereto. The sum of Seller delivered the Cash Equivalent Portion of the Purchase Price, the Stock Portion of the Purchase Price and the Earned Payout Amount shall be referred to Purchaser as the "PURCHASE PRICE." Each of (i) the Cash Equivalent Portion of the Purchase Price and (ii) the Stock Portion of the Purchase Price shall be allocated among Sellers as set forth on the Allocation Schedule. If, but only if, an Initial ------------------- Public Offering is not completed on or prior to such Closingbefore May 1, in U.S. dollars and immediately available funds2000, such purchase price (each, a “Purchase Price”) equal to each of the product Buyer's Shares issued as the Stock Portion of (x) the aggregate number of Purchased Shares to be sold to Purchaser at such Closing and (y) $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”). In the event the Company fails to pay a Purchase Price on an applicable Closing Date (whether or not such Buyer's Shares are pledged in accordance with the foregoingPledge Agreement) will be exchangeable, 120% at the holder's option, into a promissory note, the face amount of which shall be equal to the number of Buyer's Shares exchanged by such holder multiplied by 6.0 and such note shall be issued in the form of the sum of the aggregate Purchase Price for promissory note attached hereto as Exhibit A-2; provided, that such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”, and the date of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible election to exchange ----------- must be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By made no later than May 15, 2000 and Buyer shall effect such exchange promptly after such election; provided, further that, if at the third (3rd) business day after time of such exchange, any Buyer's Shares are pledged as collateral pursuant to Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default 's Purchase Price Adjustment Agreement in the form attached hereto as Exhibit C the --------- required portion of such note shall continue to Seller, Seller may effect one or more Purchase Share Reductions (be held as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Pledged Collateral under his Purchase Price shall be reduced by Adjustment Agreement and under his Pledge Agreement in the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share Price.form attached hereto as Exhibit D. ---------

Purchase Price. Upon the terms and subject to the conditions of this Agreement, at each Closing, Purchaser shall pay to Seller on the applicable Closing Date, by wire transfer in accordance with the wire instructions of Seller delivered to Purchaser on or prior to such Closing, in U.S. dollars and immediately available funds, such The purchase price (each, a “the "Purchase Price”") equal to the product of (x) the aggregate number of Purchased Shares to be sold to Purchaser at such Closing and (y) $3.00 (in each case, as adjusted paid for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”). In Property shall be the event the Company fails to pay a Purchase Price on an applicable Closing Date in accordance with the foregoing, 120% of the sum of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”, and the date of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, price set forth in the aggregateNotice, shall be referred to herein as the “Default Purchased Shares”. By no later than the third if written notice of acceptance of such price is received by Purchaser from Seller within five (3rd5) business day after days of receipt of Seller’s 's receipt of the Default Purchase Price, Notice. If Seller shall cause Seller Broker to effect does not accept the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Sellerset forth in the Notice, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced determined as follows: Upon the expiration of the five (5) day period commencing upon Seller's receipt of the Notice, (or earlier if Seller rejects the price set forth in the Notice by written notice to Purchaser) Purchaser shall select an appraiser (the "Purchaser's Appraiser") and Seller shall select an appraiser (the "Seller's Appraiser"). Within five (5) days after the appointment of the two appraisers, the Purchaser's Appraiser and the Seller's Appraiser shall 91 select a third appraiser (the "Third Appraiser"). Each appraiser shall be a qualified independent appraiser. The appraisers will not take into account any right of egress or ingress, or the leases on the Property. Each of the appraisers shall submit to Purchaser and Seller a determination of the fair market value of the property within thirty (30) days of the date of selecting the Third Appraiser. The fair market value determinations of the two appraisers submitted to the Purchaser and the Seller which are closest in value shall be averaged, provided that if the appraisals are equidistant, all three appraisals shall be averaged. Such average will, absent fraudulent collusion, constitute the fair market value of the property and shall be final and binding upon the Purchaser and the Seller, free of challenge or review in any court. All costs associated with such appraisal process shall be borne fifty percent (50%) by the product of Purchaser and fifty percent (x50%) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share Priceby Queen Carpet Corporation. THE OPTION PAYMENT SHALL BE NON-REFUNDABLE AND SHALL NOT BE APPLIED TOWARD PAYMENT OF THE PURCHASE PRICE.

Purchase Price. Upon the terms and subject to the conditions of this Agreement, at each Closing, Purchaser shall pay to Seller on the applicable Closing Date, by wire transfer in accordance with the wire instructions of Seller delivered to Purchaser on or prior to such Closing, in U.S. dollars and immediately available funds, such purchase price (each, a “Purchase Price”a) equal to the product of (x) the aggregate number of Purchased Shares to be sold to Purchaser at such Closing and (y) $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”). In the event the Company fails to pay a Purchase Price on an applicable Closing Date in accordance with the foregoing, 120% of the sum of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”, and the date of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default The Purchase Price shall be reduced by subject to adjustment only as set forth in this Section 2.3. Property Taxes, water/sewer charges, gas, electric, telephone and other utilities, and other operating expenses relating to the product Facilities are the responsibility of the Tenants under the Tenant Leases and shall not be prorated. All unpaid Rent and any other amounts due and payable under the Tenant Leases as of the Closing Date shall be charged to Purchaser and paid at the Closing, and Rent for the month in which Closing occurs shall be prorated through the Closing Date. Sellers shall retain all security deposits and other similar deposits relating to the Tenant Leases, and Purchaser shall receive a credit for such deposits at the Closing. In addition to the payment of the Purchase Price, Purchaser shall, at and as a condition to the Closing, be obligated (xi) to pay all unpaid amounts that are owed under the aggregate number Term Mortgage Loan which are required to pay the Term Mortgage Loan in full, and (ii) either (A) to pay all unpaid amounts that are owed under the Emeritus Mortgage Loan which are required to pay the Emeritus Mortgage Loan in full or (B) to cause the Mortgage Loan Assignee to purchase the Emeritus Mortgage Loan from HR for a purchase price equal to all unpaid amounts that are owed under the Emeritus Mortgage Loan in consideration of HR’s execution and delivery of the Mortgage Assignment to the Mortgage Loan Assignee at the Closing. If Purchaser elects to pay the Emeritus Mortgage Loan in full at the Closing, Purchaser must provide, not less than two (2) Business Days prior to the Closing Date, written notice to Sellers of any such election, and, in the absence of such Reduced Purchased Shares written notice of Purchaser’s election, Purchaser shall cause the Mortgage Loan Assignee to purchase the Emeritus Mortgage Loan from HR at the Closing for a purchase price equal to all unpaid amounts that are owed under the Emeritus Mortgage Loan. Purchaser shall identify the Mortgage Loan Assignee in such a written notice to Sellers not less than three (3) Business Days prior to the Closing Date. Sellers shall cause HR to accept, or cause the acceptance of, prepayment of the Term Mortgage Loan and, as applicable, accept the prepayment, or complete the sale as contemplated herein, of the Emeritus Mortgage Loan irrespective of the failure of Purchaser to satisfy any applicable prepayment notice requirements, and to deliver a payoff letter to Purchaser at least three (3) Business Days prior to the Closing Date. (b) In addition to any adjustments to the Purchase Share Reduction and (yPrice pursuant to Section 2.3(a) hereof, the Per Share Price.Purchase Price shall be subject to further adjustment as set forth below:

Purchase Price. Upon the terms and subject to the conditions of this Agreement, at each Closing, Purchaser shall pay to Seller on the applicable Closing Date, by wire transfer in accordance with the wire instructions of Seller delivered to Purchaser on or prior to such Closing, in U.S. dollars and immediately available funds, such The purchase price (each, a the “Purchase Price”) shall be an amount equal to the product amount that Seller has paid to sellers of the Property, the Assignment Fee and the Deposits, each as defined by the Master Agreement and Seller’s Costs (x) the aggregate number of Purchased Shares to be sold to Purchaser at such Closing and (y) $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”defined below). In the event the Company fails land contracts associated with certain of the Properties cannot be assigned to pay a Purchaser (Seller agreeing to use reasonable efforts to cause them to be assigned), the Purchase Price on an shall equal Four Million Three Hundred Thousand and 00/100 Dollars ($4,300,000) plus Seller’s Costs. If any of the Properties’ associated Land Contracts cannot be transferred to Purchaser at the Closing, Purchaser and Seller shall use commercially reasonable efforts to enter into such arrangements (such as subleasing, sublicensing or subcontracting) to provide to the parties the economic and, to the extent permitted under applicable Law, operational equivalent of the transfer of such Properties to Purchaser as of the Closing and the performance by Purchaser of its obligations with respect thereto. Purchaser shall, as applicable, as agent of Seller pay, perform, and discharge fully the liabilities and obligations of Seller thereunder from and after the Closing Date and Purchaser agrees to indemnify Seller for any losses, damages, claims, costs and expenses arising from the acts or omissions described in accordance this paragraph. To the extent permitted under applicable law, Seller shall, at Purchaser’s expense, hold in trust for and pay to Purchaser promptly upon receipt thereof, such Properties and all income, proceeds and other monies received by Seller to the extent related to such Properties, additionally, Seller shall make all records associated with the foregoing, 120% as possible, available to Purchaser at any and all times. “Seller’s Costs” means all of Seller’s and its affiliates costs, expenses and fees arising from the date the Master Agreement was signed until the Closing Date under this Agreement, related to or in connection with Seller’s acquisition, ownership, holding, and transfer of the sum of Property, including, without limitation, debt service and carrying costs related to the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”, and the date of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, Property. Seller’s Costs reimbursable by Purchaser shall be referred to herein as capped at One Hundred Fifty Thousand Dollars ($150,000) of actual expended third-party costs (without limiting the “Default Purchased Shares”. By no later than the third (3rd) business day after preceding definition of Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined belowCosts), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced by the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share Price.

Purchase Price. Upon The purchase price for the terms Lots to be acquired by the Purchaser from the Seller shall be equal to thirty percent (30%) of the "selling price" of the homes Purchaser intends to construct on the Lots being acquired at any given Closing. For purposes of this paragraph, the “selling price” shall be the gross sales price of any Lot and subject the residence and structure constructed or to be constructed thereon in accordance with the Purchaser's published retail prices in effect at the time of the applicable Closing, and shall include the Lot and any Lot premium charged by the Purchaser, the structure or structures built or to be built on the Lot, all of the Purchaser’s standard features for the model of the home in question, and unfinished basement, garage, porch and all floor coverings and standard finishes for the model in question, but shall not include charges for any upgrades or optional features selected by the third party homebuyer which are not routinely included in or with residences built by the Purchaser at the time of the closing in question, including but not limited to sunrooms and finished basements. Additionally, for purposes of this section, "upgrades or optional features" shall only include those items or things which are traditionally upgrades or optional features for new homes sold in the Cxxxxxx County area as of the date of the closing in question. Sales incentives, commissions, closing help and closing costs paid by the Purchaser shall not be deducted. In the event Purchaser substitutes house types on any Lot following Closing, then Purchaser shall so notify Seller, and at the time of closing from the Purchaser to the conditions of this Agreement, at each Closinghome purchaser, Purchaser shall pay to Seller, or Seller shall pay to Purchaser, as applicable, any difference in price of the affected Lot which results from the substitution of house types. Purchaser shall keep the Seller informed of any price adjustments made from time to time during the term of this Agreement in the Purchaser's retail price of the homes to be constructed on the applicable Closing Date, by wire transfer in accordance with the wire instructions of Seller delivered to Purchaser on or prior to such Closing, in U.S. dollars and immediately available funds, such purchase price (each, a “Purchase Price”) equal to the product of (x) the aggregate number of Purchased Shares to be sold to Purchaser at such Closing and (y) $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”). In the event the Company fails to pay a Purchase Price on an applicable Closing Date in accordance with the foregoing, 120% of the sum of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”, and the date of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced Lots by the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share PricePurchaser.

Purchase Price. Upon the terms and subject to the conditions of this Agreement, at each Closing, Purchaser shall pay to Seller on the applicable Closing Date, by wire transfer in accordance with the wire instructions of Seller delivered to Purchaser on or prior to such Closing, in U.S. dollars and immediately available funds, such The total purchase price to be paid for the Offering Stockholder's Termination Shares pursuant to this Section (each, a “the "Purchase Price”") will be an amount equal to the product Fair Market Value Per Share multiplied by the number of such Termination Shares to be sold. Fair Market Value Per Share means the fair market value of the Common Stock as determined by the Company based on a valuation of the Company and its Subsidiaries as a going concern and not for purposes of liquidation on the Valuation Date, and without taking into account any discount for minority interest or lack of liquidity of the shares of Common Stock being valued. The Valuation Date shall be selected by the Offering Stockholder by written notice delivered to the Company and Purchasers within ten (10) days of the date of the Notice of Termination and shall be either (x) the aggregate number date of Purchased Shares to be sold to Purchaser at such Closing and the Notice of Termination, (y) $3.00 one of the dates which is three (3) months, six (6) months and nine (9) months following the Notice of Termination or (z) the date which is one (1) year following the Notice of Termination. Failure of the Offering Stockholder to timely exercise this option shall result in each casethe Valuation Date being the date of the Notice of Termination. Upon such determin- ation, as adjusted for stock splitsthe Company shall promptly give notice thereof to the Offeree Stockholders and the Offering Stockholder, stock dividends, stock combinations, recapitalizations setting forth in reasonable detail the calculation of such fair market value and similar events) the method and basis of determination thereof (the “Per Share Price”"Company Determination"). If -------------------------------------------------------------------------------- STOCKHOLDERS AGREEMENT - PAGE 8 (INFINITY/ORIX) the Offering Stockholder shall disagree with the Company Determination and shall, by notice to the Company given within ten (10) days after the delivery of the Company's notice of the Company Determination, elect to dispute the Company Determination, the Company shall, within five (5) days after such notice, engage an investment bank or other qualified appraisal firm selected by the Company and the Offering Stockholder (the "Appraiser") to make an independent determination of the Fair Market Value of the Common Stock within fifteen (15) days after being engaged (the "Appraiser Determination"). The Appraiser Determination shall be final and binding on the Company and the Offering Stockholder. The cost of the Appraiser Determination shall be borne by the Company. In the event the Offering Stockholder and the Company fails to pay a Purchase Price on an applicable Closing Date in accordance with can not agree upon the foregoing, 120% selection of the sum Appraiser, each of the aggregate Purchase Price for such Closing and all future Closings hereunder them shall immediately become due and payable hereunder within five (the “Default Purchase Price”5) days of their failure to so agree select an Appraiser, and the date two (2) Appraisers as so selected shall, within ten (10) days of any such defaulttheir selection, select a third Appraiser who shall be the sole Appraiser engaged to make the Appraiser Determination. If the two (2) Appraisers fail, in good faith, to so select a third Appraiser, each a “Default Date”) shall make an Appraiser Determination, and the average of such Default Appraiser Determinations shall be the Appraiser Determination hereunder. The Purchase Price shall bear interest at Determination Date means the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and day immediately following the remaining Purchased Shares then eligible to be sold hereunder Company Determination or the final Appraiser Determination, as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced by the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share Priceapplicable.

Purchase Price. Upon the terms and subject to the conditions of this Agreement, at each Closing, Purchaser shall pay to Seller on the applicable Closing Date, by wire transfer in accordance with the wire instructions of Seller delivered to Purchaser (i) The Company may elect on or prior to such Closing, in U.S. dollars and immediately available funds, such purchase price (each, a “Purchase Price”) equal to the product of (x) the aggregate number of Purchased Shares to be sold to Purchaser at such Closing and (y) $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”). In the event the Company fails to pay a Purchase Price on an applicable Closing Date in accordance with the foregoing, 120% of the sum of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”, and after the date of any such default, each a “Default Date”) and such Default adjustment of the Purchase Price to adjust the number of Rights, in substitution for any adjustment in the number of one one-hundredths of a Preferred Share purchasable upon the exercise of a Right. Each of the Rights outstanding after such adjustment of the number of Rights shall bear interest be exercisable for the number of one one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to such adjustment. Each Right held of record prior to such adjustment of the number of Rights shall become that number of Rights (calculated to the nearest one ten-thousandth) obtained by dividing the Purchase Price in effect immediately prior to adjustment of the Purchase Price by the Purchase Price in effect immediately after adjustment of the Purchase Price. The Company shall make a public announcement of its election to adjust the number of Rights, indicating the record date for the adjustment, and, if known at the rate time, the amount of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible adjustment to be sold hereunder as such Closingsmade. This record date may be the date on which the Purchase Price is adjusted or any day thereafter, in but, if the aggregateRight Certificates have been issued, shall be referred to herein as the “Default Purchased Shares”. By no at least 10 days later than the third (3rd) business day after Seller’s receipt date of the Default Purchase Pricepublic announcement. If Right Certificates have been issued, Seller shall cause Seller Broker to effect the delivery upon each adjustment of the Default Purchased Shares number of Rights pursuant to Purchaser. Notwithstanding this Section 11(i), the foregoingCompany shall, until as promptly as practicable, cause to be distributed to holders of record of Right Certificates on such record date Right Certificates evidencing, subject to Section 14 hereof, the Purchaser additional Rights to which such holders shall have paid the Default Purchase Price to Sellerbe entitled as a result of such adjustment, Seller may effect one or more Purchase Share Reductions (as defined below)or, at the sole option of Sellerthe Company, shall cause to be distributed to such holders of record in substitution and replacement for the Right Certificates held by such holders prior to the date of adjustment, and upon any surrender thereof, if required by the Company, new Right Certificates evidencing all the Rights to which such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price holders shall be reduced by entitled after such adjustment. Right Certificates so to be distributed shall be issued, executed and countersigned in the product manner provided for herein and shall be registered in the names of (x) the aggregate number holders of such Reduced Purchased Shares record of Right Certificates on the record date specified in such Purchase Share Reduction and (y) the Per Share Pricepublic announcement.

Purchase Price. Upon the terms and subject to the conditions of this Agreement, at each Closing, Purchaser shall pay to Seller on the applicable Closing Date, by wire transfer in accordance with the wire instructions of Seller delivered to Purchaser on or prior to such Closing, in U.S. dollars and immediately available funds, such The purchase price (each, a “Purchase Price”) equal to for the product of (x) the aggregate number of Purchased Shares to be sold to Purchaser at such Closing and (y) $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”). In the event the Company fails to pay a Purchase Price on an applicable Closing Date in accordance with the foregoing, 120% of the sum of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”, and the date of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible Equipment to be sold hereunder shall initially be as set forth on IDSI's Price List attached hereto as Exhibit C and incorporated herein, which may be discounted based on the cumulative quantities of such ClosingsEquipment purchased by Distributor during the term hereof or any Additional Term. Discounts shall not apply retroactively to prior purchases of Equipment. IDSI shall have the sole right to set the price and other terms of the sales of the Equipment. IDSI, at its sole discretion, reserves the right to change prices, materials used, Equipment line and the components of the Equipment. IDSI will provide reasonable notice of any price or other changes to Distributor as to not disrupt the sales and distribution of the Equipment. IDSI reserves the right to amend Exhibit C with respect to any Additional Term. (b) PRICE CHANGES. IDSI may change the prices to be charged for Equipment sold hereunder by amending its published Price List and giving Distributor thirty (30) days prior notice. All orders received and accepted by IDSI prior to the effective date of the price increase for shipment within thirty (30) days of such effective date will be billed at the prices in effect at the time of acceptance of the order; provided, however, that if Distributor notifies IDSI in writing prior to the effective date of such price increase that it quoted the original price in an outstanding bid submitted prior to receipt of IDSI's amended Price Lists, any order relating to such bid accepted by IDSI prior to the effective date of such price increase for shipment within ninety (90) days of such effective date will be billed at the prices in effect at the time of acceptance. All other shipments after thirty (30) days (or ninety days, if applicable) of such effective date shall be billed at the prices set forth in the aggregate, shall be referred to herein as the “Default Purchased Shares”amended Price List. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined belowc), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced by the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share Price.

Purchase Price. Upon (a) In full consideration for the terms sale of the Mortgage Servicing Rights to be sold pursuant to Section 2.02(a)(i) and subject to the terms and conditions of this Agreement, at each ClosingPurchaser shall pay to the related Seller a sum equal to the Purchase Price in accordance with this Section 3.01, as follows: (i) On the Sale Date or Subsequent Sale Date, as applicable, Purchaser shall pay to the related Seller on a sum equal to fifty percent (50%) of the applicable Closing DateEstimated Purchase Price (which shall be calculated in accordance with Section 3.01(c)), by wire transfer of immediately available federal funds, to an account designated by such Seller. (ii) On the date five (5) Business Days following the applicable Servicing Transfer Date, Purchaser shall pay to the related Seller a sum equal to the portion of the Purchase Price that has not been paid to such Seller by Purchaser as of such date (which shall be calculated in accordance with Section 3.01(c)), including with respect to Mortgage Loans that have prepaid or otherwise liquidated between the Sale Date or Subsequent Sale Date and the applicable Servicing Transfer Date, less the Document Holdback, to an account designated by such Seller. (iii) Solely with respect to Mortgage Loans that are not Subserviced Mortgage Loans, Purchaser shall hold back from the amount paid to the related Seller in accordance with Section 3.01(a)(ii) an amount equal to ten percent (10%) of the Purchase Price (the “Document Holdback”). Within sixty (60) days following the applicable Servicing Transfer Date, Purchaser shall deliver or cause to be delivered to such Seller a list identifying any missing Mortgage Loan Documents with respect to the related Mortgage Loans that are necessary to service the Mortgage Loans, and, with respect to any Mortgage Loan that is not a Subserviced Mortgage Loan, any missing documents from the related Credit and Servicing File that Purchaser reasonably believes are required for Purchaser to servicing such Mortgage Loans in accordance with Applicable Requirements (“Missing Documents”). Purchaser shall pay the Document Holdback to such Seller on a loan level, pro rata basis on the last Business Day of each month (beginning on the last day of the month in which the date ninety (90) days after the applicable Servicing Transfer Date occurs) for each such Mortgage Loan that has been fully prepaid or been liquidated or with respect to which Purchaser has received all of the Missing Documents identified on such list, to include each such Mortgage Loan with respect to which Purchaser has not identified any Missing Documents on such list, provided, however, that the Document Holdback with respect to any such Mortgage Loan shall be paid no later than one-hundred twenty (120) days after the applicable Servicing Transfer Date. In the event any Missing Documents identified on such list are not received within one-hundred twenty (120) days following the applicable Servicing Transfer Date, Purchaser may deduct from the Document Holdback any amount it reasonably estimates necessary to pay the out of pocket costs associated with creating or obtaining any such Missing Documents, and provide such Seller with reasonable documentation of such estimates. Purchaser shall provide the related Seller loan-level reports with each payment detailing the outstanding Missing Documents as well as the Mortgage Loans paid off or liquidated. Except as set forth in Section 11.03(a), Purchaser shall not have any right to offset against the Document Holdback amounts due from such Seller to Purchaser pursuant to any other provision of this Agreement or under any Transaction Document or other agreement between the Parties, or otherwise due or alleged to be due from such Seller to Purchaser. (b) No later than three (3) Business Days prior to the Sale Date or Subsequent Sale Date, the related Seller shall complete and provide to Purchaser, the (i) the preliminary Mortgage Loan Schedule and (ii) the Estimated Purchase Price Computation Worksheet setting forth the Estimated Purchase Price, in the form of Exhibit A-1 and based on information regarding the Mortgage Loans as of the previous month-end trial balance that is included in the preliminary Mortgage Loan Schedule. (c) No later than three (3) Business Days after the Sale Date or Subsequent Sale Date, the related Seller shall complete and provide to Purchaser, the (i) final Mortgage Loan Schedule and (ii) the Purchase Price Computation Worksheet setting forth such Seller’s computation of the Purchase Price, in the form of Exhibit A-2 and based on information regarding the Mortgage Loans as of the Sale Date or Subsequent Sale Date that is included in the final Mortgage Loan Schedule. (d) In the event the sale of the Purchased Assets related to any Servicing Agreement is delayed to a Subsequent Sale Date in accordance with Section 2.02(a)(ii), additional Estimated Purchase Price Computation Worksheet(s) and Purchase Price Computation Worksheet(s) related to the Purchased Assets to be sold on such Subsequent Sale Date shall be delivered, and the portions of the Estimated Purchase Price and Purchase Price to be paid hereunder related to the Purchased Assets to be sold on such Subsequent Sale Date shall be paid, in accordance with the wire instructions preceding provisions of Seller delivered to Purchaser on or prior to this Section 3.01 as if such Closing, in U.S. dollars and immediately available funds, such purchase price (each, a “Purchase Price”) equal to Subsequent Sale Date were the product of (x) the aggregate number of Purchased Shares to be sold to Purchaser at such Closing and (y) $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”)Sale Date thereunder. In the event the Company fails to pay a Purchase Price on an applicable Closing Date in accordance with the foregoing, 120% of the sum of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”, and the date of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced by the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share Price.Section 3.02

Purchase Price. The Purchase Price shall be paid by the Purchaser as follows: The Deposit of United States Dollars …………………..) shall be by way of telegraphic transfer to the Company’s Advocates to be held by him as stakeholder and Dollars ………………… of which may immediately be paid at the Company’s request directly to the Director; The balance being United States Dollars shall be paid to the Company’s Advocate on or before Completion subject to compliance by the Company of all the provisions as contained herein; Upon payment of the terms balance of the Purchase Price to the Company’s Advocate the Purchaser shall be entitled to proceed to stamp and register the Lease and to transfer the Vehicles into the Purchaser’s name; The Company’s Advocate shall hold the balance of the Purchase Price (less any payments herein authorised) as stakeholder pending the successful registration of the Lease and the transfer of the Vehicles into the Purchaser’s name; The Company’s Advocate shall be entitled to release United States Dollars …………………….. after the elapse of two (2) weeks from the date of release of the documents to the Purchaser to enable the Purchaser to register the Lease and the transfer of the Vehicles; The Company’s Advocate shall be entitled to release or deal with all remaining moneys in his possession once the Lease has been duly registered and the Vehicles successfully transferred to the Purchaser; Immediately prior to Completion and subject to written confirmation from the conditions of this Agreement, at each Closing, Purchaser Purchaser’s Advocates the Company’s Advocate shall pay be entitled to Seller on the applicable Closing Date, by wire transfer in accordance with the wire instructions of Seller delivered to Purchaser on or prior to such Closing, in U.S. dollars and immediately available funds, such purchase price (each, a “Purchase Price”) equal release sufficient moneys to the product Company to enable the Company to pay and discharge all moneys (including terminal payments) to the Company’s staff and employees. Interest shall be charged in dollars on late Completion at the rate of (x0.5% per month until payment. For the avoidance of doubt only it is expressly agreed that nothing in this Agreement shall operate to transfer to the Purchaser the burden of paying any creditors or discharging any liabilities or debts of the Company as at the Effective Date or thereafter; In the event the Company defaults in completing the sale or the sale does not proceed through the default of the Company the amount of the Deposit held by the Company’s Advocates… refunded to the Purchaser and the balance of the Deposit paid to the Director … ……….) will be immediately ……..) shall be immediately repaid by the aggregate number of Purchased Shares Director to be sold to Purchaser at such Closing and (y) $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”)Purchaser. In the event the Company fails Director is unable to immediately pay a Purchase Price on an applicable Closing Date in accordance with the foregoing, 120% of the sum of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”, and the date of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until amount the Purchaser shall have paid be entitled to enter the Default Purchase Price Camp and remove Assets to Seller, Seller the value of the outstanding amount. In the event the Purchaser defaults to complete the sale the Purchaser will forfeit the Deposit to the Company. The Purchaser shall not be concerned as to how the proceeds of sale are divided and distributed within the Company amongst the shareholders. If the sale and purchase contemplated by this Agreement has not been completed by the end of …………… and one party is ready to complete that party may effect one or more Purchase Share Reductions (as defined below), at rescind the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis Agreement and the Default Purchase Price provision of clause 3.3 shall be reduced by the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share Pricetake effect.

Purchase Price. Upon Subject to the mechanics for closing and as otherwise amended or reduced by the terms hereof, described in Article 6 below and subject the prorations and adjustments described in Article 7 below, the purchase price (the “Purchase Price”) for the Property shall be an aggregate ONE HUNDRED TWENTY-THREE MILLION EIGHT HUNDRED NINETY-TWO THOUSAND DOLLARS ($123,892,000), the allocated portion of which shall be paid by Purchaser to Seller by federal funds wire transfer on or prior to 2:00 P.M. (Florida time) on the Closing Date or the Villa Tuscany Closing Date as applicable. If all conditions to Purchaser’s obligation to close have been satisfied, but Seller does not receive the net sales proceeds credited to its account by 3:00 P.M. (Florida time) on the Closing Date or the Villa Tuscany Closing Date, as applicable, then prorations and adjustments will made as of this Agreement11:59 P.M. (Florida time) on the Closing Date and the Villa Tuscany Closing Date, at each Closingas applicable. The Purchase Price shall, for purposes of title insurance, brokerage, documentary stamp tax, transfer tax and other closing matters, be allocated among the Apartment Complexes and the Shopping Center as follows: (a) Vista Grande, $45,000,000 (the “Vista Grande Purchase Price”); (b) Deerwood Village, $32,892,000 (the “Deerwood Village Purchase Price”); (c) Midway Mxxxx, $6,000,000 (the “Midway Mxxxx Purchase Price”); and (d) Villa Tuscany, $40,000,000 (the “Villa Tuscany Purchase Price”). Purchaser shall pay receive a credit against the portion of the Purchase Price payable for the Villa Tuscany Apartment Complex and/or the Deerwood Village Apartment Complex and/or the Vista Grande Apartment Complex, as applicable, equal to Seller (i) the principal balance of the Existing Loans assumed by Purchaser on the applicable Closing Date, or (ii) the principal balance of the Existing Loans repaid by wire transfer in accordance with Purchaser, plus any default interest, late charges or other costs or amounts paid by Purchaser to cure any defaults existing under the wire instructions of Seller delivered to Purchaser on or Existing Loans immediately prior to such Closing, in U.S. dollars and immediately available funds, such purchase price (each, a “Purchase Price”) equal to the product of (x) the aggregate number of Purchased Shares to be sold to Purchaser at such Closing and (y) $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”). In the event the Company fails to pay a Purchase Price on an applicable Closing Date in accordance with the foregoing, 120% of the sum of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”, and the date of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced by the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share Priceprepayment thereof.

Purchase Price. Upon the terms and subject to the conditions of this Agreement, at each Closing, Purchaser shall pay to Seller on the applicable Closing Date, by wire transfer in accordance with the wire instructions of Seller delivered to Purchaser on or prior to such Closing, in U.S. dollars and immediately available funds, such purchase price (each, a “Purchase Price”) equal to the product of (x) the aggregate number of Purchased Shares to be sold to Purchaser at such Closing and (y) $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”). In the event the Company fails to pay a The Purchase Price on an applicable Closing Date in accordance with for the foregoing, 120% of Property shall be the sum of the aggregate following: Base Price $332,990.00 Lot/Unit Premium $10,000.00 Standard Selections Upgrade Charges $7,520.00 Custom Selections and Options Upgrade Charges $25,415.00 Showcase Incentive $22,025.00 Total Purchase Price for such Closing and all future Closings hereunder Credits $22,025.00 TOTAL PURCHASE PRICE $353,900.00 DEPOSITS. The Xxxxxxx Money shall immediately become due and be payable hereunder as follows (note the “Default Purchase Price”following is a schedule of deposits to be made pursuant to the Contract, and the date does not reflect receipts, which will be set forth on a Deposit Log): Initial Deposit due with Selection Order No. 1 $0.00 Additional Deposit - Xxxxxxx Money due 7/20/2019 $5,000.00 Option Deposit (Standard Selections) - $0.00 Option Deposit (Custom Options) - $0.00 TOTAL DEPOSITS $5,000.00 CLOSING CREDITS/INCENTIVES. Preferred Lender Incentive (subject to Financing Addendum) $5,000.00 Estimating Fee for Included Custom Selections and Options (if applicable) 0 REASONS FOR/EXPLANATION OF CREDITS/INCENTIVES AND CHANGES FROM PREVIOUS SELECTION ORDER (if applicable): Buyer to receive $22,025 in Sales Incentives for existing Options built into SPEC home for a total purchase price of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to $353,900. All additional Design Center Options will be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), added at the sole option cost of Sellerthe buyer. Buyer to receive a Closing Cost Credit up to $5,000 towards buyer closing costs. CLOSING COST CREDIT VALID ONLY when using MTH Mortgage and Seller Closing Attorney, [Xxxxxxx Law, PLLC –OR- Xxxx Xxxxxxx, PC]. Buyer must close on or before 08-31-2019 or they will forfeit their incentive CLOSING AGENT DESIGNATION. Buyer hereby designates the Closing Agent by initialing below either “Preferred Closing Agent” or “Alternative Closing Agent” and upon any providing the information related to such Purchase Share Reduction Closing Agent, as applicable: ❒ Preferred Closing Agent: Xxxxxxx Law Office, PLLC - Ballantyne Address: 00000 Xxxxxx Xxx, Xxxx 000 Xxxxxxxxx, XX 00000 Contact: Xxxx Xxxxxxx Phone #: (000) 000-0000 Buyer's Initials: Buyer acknowledges that Buyer is not obligated to obtain closing services from Preferred Closing Agent and Buyer is solely responsible for selecting the applicable Reduced Purchased Shares (Closing Agent so long as defined below) shall reduce the Default Purchased Shares on a share by share basis selected Closing Agent is experienced in performing and qualified to perform the Default Purchase Price shall be reduced by duties of Closing Agent under the product of (x) Contract and has an office open during customary business hours in the aggregate number of such Reduced Purchased Shares same municipality as the Meritage office designated in such Purchase Share Reduction and (y) the Per Share Price.Contract

Purchase Price. Upon The Purchase Price set forth in Exhibit A shall be valid for Purchase Term. The parties agree to meet from time to time, but not less than every six (6) months, to review the terms and subject Purchase Price as it relates, to market conditions. At that time the parties, if market conditions so require, shall negotiate in good faith an adjustment to the conditions Purchase Price. If at any time during the Purchase Term, the price for any of the Products generally charged to other clients of Lannett is lower than the then current Purchase Price, then Lannett shall immediately make available this Agreementlower price to MOVA and adjust the Purchase Price in Exhibit A, at each Closing, Purchaser shall pay to Seller on including the applicable Closing Date, price for purchases for which a purchase order has already been issued by wire transfer MOVA in accordance with Section 2.3 hereof. If at any time during the wire instructions of Seller delivered Purchase Term, Lannett increases the price generally charged to Purchaser on or prior to such Closing, in U.S. dollars other clients and immediately available funds, such purchase price (each, a “Purchase Price”) equal to the product of (x) the aggregate number of Purchased Shares to be sold to Purchaser at such Closing and (y) $3.00 (in each case, as adjusted MOVA for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”). In the event the Company fails to pay a Purchase Price on an applicable Closing Date in accordance with the foregoing, 120% any of the sum of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”, and the date of any such default, each a “Default Date”) Products and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later price is higher than the third (3rd) business day after Seller’s receipt of the Default then current Purchase Price, Seller then Lannett shall cause Seller Broker promptly notify MOVA of such increase. If MOVA does not accept such increase, then the parties shall negotiate in good faith for up to effect thirty (30) days from the delivery of date MOVA gives notice, to arrive at a mutually acceptable Purchase Price. If, during such thirty (30) day period the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default parties agree on a mutually acceptable Purchase Price to Sellerthen Lannett shall adjust the Purchase Price in Exhibit A. If at the end of such thirty (30) day period the parties have not reached agreement, Seller may effect one or more Purchase Share Reductions (as defined below)MOVA, at its option, may amend Exhibit A to exclude such Product and shall cease to have obligations to purchase such Product. From time to time the sole option of Seller, and upon any such Purchase Share Reduction parties may agree to adjust the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced through a rebate or other similar mechanism to accommodate promotions or other sales incentive given by the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share PriceMOVA to its clients.

Purchase Price. Upon Drafter’s Note: Specify below the terms Purchase Price of the Securities. Select Alternative A if the Underwriters will retain an Underwriters’ discount. Select Alternative B if there is no Underwriters’ discount and subject to the conditions of this Agreement, at each Closing, Purchaser shall pay to Seller on Underwriters will be paid an underwriting commission. Complete and revise the applicable Closing Dateparagraph, including the form of payment(s) and whether the Underwriters are to be separately reimbursed for out-of-pocket expenses; describe the out-of-pocket expenses, if appropriate. Out-of-pocket expenses may include reimbursement for incidental costs paid by wire transfer the Underwriters on behalf of the Issuer in accordance connection with the wire instructions of Seller delivered to Purchaser on or prior to such Closingmarketing, in U.S. dollars issuance and immediately available funds, such purchase price (each, a “Purchase Price”) equal to the product of (x) the aggregate number of Purchased Shares to be sold to Purchaser at such Closing and (y) $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”). In the event the Company fails to pay a Purchase Price on an applicable Closing Date in accordance with the foregoing, 120% of the sum of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”, and the date of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to PurchaserSecurities. Notwithstanding See Section 10 of the foregoing, until BPA General Provisions and Conditions. Delete the Purchaser shall have paid the Default paragraph that is not applicable. [Alternative A] The Purchase Price to Sellerof the Securities is $ (representing the principal amount of the Securities, Seller may effect one or more Purchase Share Reductions (as defined belowless Underwriters’ discount of $ , and less/plus net original issue discount/premium of $ ), at plus accrued interest, if any, to the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Closing Date. The Purchase Price shall be reduced payable on the Closing Date by the product Underwriters to or as directed by the Issuer by [cashiers check] or [wire transfer in immediately available funds] or as otherwise agreed by the Issuer and the Senior Manager as follows: . [In accordance with Section 10 of the BPA General Provisions and Conditions, the Underwriters also will be reimbursed for the following out-of-pocket expenses: .] [Alternative B] The Purchase Price of the Securities is $ (x) representing the aggregate number principal amount of such Reduced Purchased Shares the Securities, less/plus net original issue discount/premium of $ ), plus accrued interest, if any, to the Closing Date. The Purchase Price shall be payable on the Closing Date by the Underwriters to or as directed by the Issuer by [cashier’s check] or [wire transfer in such Purchase Share Reduction immediately available funds] or as otherwise agreed by the Issuer and (y) the Per Share PriceSenior Manager as follows: . In consideration for their purchase of the Securities, the Issuer will pay the Underwriters an underwriting commission of $ , payable on the Closing Date to the Senior Manager by [cashier’s check] or [wire transfer in immediately available funds] or as otherwise agreed by the Issuer and the Senior Manager as follows: . [In accordance with Section 10 of the BPA General Provisions and Conditions, the Underwriters also will be reimbursed for the following out-of-pocket expenses: .]

Purchase Price. Upon In consideration of the terms sale, conveyance, assignment, transfer and subject delivery of the Purchased Assets by Seller to the conditions of this Agreement, at each ClosingPurchaser, Purchaser shall pay to Seller a royalty of 3% on the applicable Closing Date, all "Junior Juice" juice products sold by wire transfer Purchaser in accordance with the wire instructions 125 ml tetrapak packages (or any other similar packing material of Seller delivered to Purchaser on or prior to such Closing, in U.S. dollars and immediately available funds, such purchase price (each, a “Purchase Price”) equal to the product volume of (x) the aggregate number of Purchased Shares to be sold to Purchaser at such Closing and (y) $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar eventsapproximately 125 ml) (the “Per Share Price”)"Products") for a period of five (5) years commencing on the Closing Date. In The royalty shall be computed on the event net selling prices of Products sold by Purchaser and its successors and assigns after adjustments for cash discounts, promotional allowances, freight charges, spoils and spoilage allowances, invoice allowances and billbacks. Purchaser covenants that the Company fails minimum royalty payments that will be paid by Purchaser to pay a Purchase Price on an applicable Seller over the aforesaid five-year period will not be less than $750,000, in the aggregate. Royalties shall be payable by Purchaser to Seller quarterly in arrears and be paid within forty-five (45) days from the end of each quarter. Should the aggregate royalties paid by Purchaser to Seller after one (1) year from the Closing Date in accordance with the foregoing, 120% of the sum of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”, and the date of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closingsless than $150,000, in the aggregate, then the difference shall be referred paid by Purchaser to herein Seller as an advance against future royalties payable by Purchaser to Seller. Should the “Default Purchased Shares”. By no later than aggregate royalties paid by Purchaser to Seller after two (2) years from the third (3rd) business day after Seller’s receipt Closing Date, including all payments made in respect of the Default Purchase Pricefirst year (actual and by way of advance), be less than $300,000, in the aggregate, then the difference shall be paid by Purchaser to Seller shall cause as an advance against future royalties payable by Purchaser to Seller. Should the aggregate royalties payable by Purchaser to Seller Broker to effect after three (3) years from the delivery Closing Date, including all payments made in respect of the Default Purchased Shares first two (2) years (actual and by way of advance), be less than $450,000, in the aggregate, then the difference shall be paid by Purchaser to Seller as an advance against future royalties payable by Purchaser to Seller. Should the aggregate royalties paid by Purchaser to Seller after four (4) years from the Closing Date, including all payments made in respect of the first three (3) years (actual and by way of advance), be less than $600,000, in the aggregate, then the difference shall be paid by Purchaser to Seller as an advance against future royalties payable by Purchaser to Seller. Should the aggregate royalties paid by Purchaser to Seller after five (5) years from the Closing Date, including all payments made in respect of the first four years (actual and by way of advance), be less than $750,000, in the aggregate, then the difference shall be paid by Purchaser to Seller in full satisfaction of Purchaser's payment obligations to Seller in respect of the royalty payments. Hansen guarantees to Seller xxx xatisfaction of Purchaser's payment obligation pursuant to this Section 2.1, and if Purchaser fails to make any payment required under this Section 2.1, Hansen shall make such paymexx xx Seller on behalf of Purchaser in the amount and within such time period as required of Purchaser. Notwithstanding Hansen expressly waives any xxxxx obligation, duty or necessity for Seller to proceed first against Purchaser or to exhaust any remedy Seller may have against Purchaser, it being agreed that in the foregoing, until the Purchaser shall have paid the Default Purchase Price event of failure of to Sellermake payment by Purchaser, Seller may effect one proceed and have right of action solely against either Hansen or more Purchase Share Reductions (as defined below), at the sole option Purchaser or jointxx xxainst Hansen and Purchaser and notxxxx xn this Section shall be construed to limit any of Seller, and upon any such Purchase Share Reduction 's rights or remedies against Purchaser in the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced by the product of (x) the aggregate number event of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share Pricedefault.

Purchase Price. Upon the terms and subject Subject to the conditions provisions of this Agreementthe immediately following paragraph, at each Closing, Purchaser shall pay to Seller on the applicable Closing Date, by wire transfer in accordance with the wire instructions of Seller delivered to Purchaser on or prior to such Closing, in U.S. dollars and immediately available funds, such total purchase price (each, a the “Purchase Price”) equal to the product of (x) the aggregate number of Purchased Shares to be sold paid by Purchaser to Purchaser Seller for the sale and conveyance of Seller’s interest in the Property shall be payable in full in cash at such Closing the Closing, and subject to prorations as herein set forth, is Sixty-three Million Six Hundred Ninety-six Thousand Eight Hundred and No/100 DOLLARS (y$63,696,800.00). All references in this Agreement to dollars means United States Dollars. The Purchase Price is subject to adjustment in the event Base Rent (as defined in the Tenant Lease) $3.00 payable under the Tenant Lease is modified as provided in Section 4 of the Tenant Lease and Section 6.6(e) of the Development Agreement (as defined in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar eventsthe Tenant Lease) (the “Per Share PriceDevelopment Agreement”) entered into with respect to the Property. Pursuant to the terms of the Tenant Lease and the Development Agreement, the Base Rent is based on the Actual Cost (as defined in the Development Agreement) and is subject to reduction in the event of any Savings (as defined in the Development Agreement). Actual Costs shall be determined by Seller and approved by Tenant pursuant to the terms of the Development Agreement and the resulting change in the Base Rent payable under the Tenant Lease shall be memorialized pursuant to an amendment to the existing Tenant Lease to be executed by the “Landlord” under the Tenant Lease and the Tenant (the “Lease Amendment”). If the Actual Costs and the resulting Base Rent are determined by Seller and Tenant prior to Closing, the Lease Amendment shall be executed by Seller and Tenant and, if after Closing, the Lease Amendment shall be executed by Purchaser and Tenant, in which event Purchaser agrees to promptly execute the Lease Amendment. Purchaser shall not unreasonably withhold, delay or condition its consent to the Lease Amendment; provided, however, in the event the Lease Amendment materially changes Landlord’s or Tenant’s rights or obligations under the Tenant Lease other than the Actual Costs and the new Base Rent, Purchaser shall have the right to withhold its consent to any such matters. The Purchase Price for the Property shall be an amount equal to the result obtained by dividing (a) Base Rent (as reflected in the Lease Amendment) payable under the Tenant Lease during the period between January 1, 2013 and December 31, 2013 by (b) 6.25%. In the event a Lease Amendment is executed prior to Closing, the Company fails to pay a Purchase Price shall be based on an applicable Closing Date the Base Rent reflected in the Lease Amendment in accordance with the foregoingcalculation set forth above. In the event a Lease Amendment (for whatever reason) will not be executed prior to Closing (i) not less than five (5) days prior to the expected Closing Date, 120% of the sum of the aggregate Purchase Price for such Closing and all future Closings hereunder Seller shall immediately become due and payable hereunder deliver to Purchaser written notice (the “Default Purchase PriceSeller’s Estimate”, ) of Seller’s estimate of the Actual Cost and the date resultant estimate of any such default, each a Base Rent payable by the Tenant under the Tenant Lease whereupon the Purchase Price shall be adjusted based on the lower of (a) Seller’s estimate of the Actual Cost and the resultant estimate of Base Rent payable by Tenant under the Tenant Lease in accordance with the calculation set forth above and (b) the Base Rent set forth in the Tenant Lease based on the Initial Cost (as defined in the Development Agreement) under the Approved Initial Budget (as defined in the Development Agreement) (the “Default DateClosing Price”) and such Default (ii) if the final Purchase Price exceeds the Closing Price, Purchaser shall bear interest at remit the rate of one and a half percent difference to Seller within five (1.5%5) per month (prorated for partial months) until paid in full and business days following written notice from Seller and, if the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later final Purchase Price is less than the third (3rd) business day after Seller’s receipt of the Default Purchase Closing Price, Seller shall cause remit the difference to Purchaser within five (5) business days following written notice from Purchaser. Furthermore, in the event a Lease Amendment is executed by Purchaser and Tenant after Closing and the Base Rent is reduced as a result of any Savings, Seller Broker to effect shall within five (5) business days following written notice from Purchase reimburse Purchaser the delivery difference between Base Rent set forth in the Tenant Lease based on the Initial Cost under the Approved Initial Budget and the Base Rent as reflected in the Lease Amendment for the period between the Commencement Date and the effective date of the Default Purchased Shares to Purchaser. Notwithstanding Lease Amendment (such difference, the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below“Base Rent Overpayment”), at but only to the sole option extent that Tenant offsets any portion of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) Base Rent Overpayment against the “amended” Base Rent paid to Purchaser after Closing. The covenants contained in this Section 2.1 shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced by the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share Pricesurvive Closing.

Purchase Price. Upon Subject to any adjustments that may be made under Section 2.05, the terms purchase price (the "Purchase Price") for the Assets will be Four Hundred Nineteen Million Five Hundred Thousand Dollars ($419,500,000). The Purchase Price for the Assets shall be allocated among the Assets as set forth in Schedule 2.02 hereto. The amount so allocated to a part of the Assets shall constitute the Allocated Values for such part of the Assets. Seller and subject Buyer agree to be bound by the allocation set forth in Schedule 2.02 for purposes of Article 11 hereof. Contemporaneously herewith, (i) Buyer, Buyer’s Parent and Seller have executed and delivered the Escrow Agreement, (ii) Buyer’s Parent and Seller have executed and delivered the Registration Rights Agreement; and (iii) Buyer has delivered to the conditions Escrow Agent the cash portion of the Deposit and a scanned copy of the certificate representing the Deposit Shares issued in the name of Seller, to Seller a certified copy of resolutions adopted by the Board of Directors of Buyer’s Parent authorizing Buyer’s Parent’s issuance and delivery of the Deposit Shares, and to Seller an opinion of Axxxxxx, Hxxxxx Xxxxxxxxx regarding Buyer’s Parent and the Deposit Shares. This Agreement shall not be deemed effective until the actions described in the immediately preceding sentence have occurred. Within two (2) Business Days after the date of execution of this Agreement, Buyer shall deliver to the Escrow Agent the certificate representing the Deposit Shares issued in the name of Seller. If the Closing timely occurs, Buyer and Seller shall direct the Escrow Agent to return the Deposit to Buyer at each Closing. If the Closing does not timely occur as a result of the Breach by Buyer of the terms of this Agreement and there has been no Breach by Seller of the terms of this Agreement, Purchaser Buyer and Seller shall pay direct the Escrow Agent to deliver the Deposit to Seller on as its sole and exclusive remedy and as liquidated damages (and not as a penalty), subject to Seller's additional recourse against Buyer and Buyer's Parent for any Breach of Section 4.10, the applicable Closing DateEscrow Agreement, by wire transfer in accordance with or the wire instructions of Seller delivered to Purchaser on or prior to such Closing, in U.S. dollars and immediately available funds, such purchase price (each, a “Purchase Price”) equal to the product of (x) the aggregate number of Purchased Shares to be sold to Purchaser at such Closing and (y) $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”). In the event the Company fails to pay a Purchase Price on an applicable Closing Date in accordance with the foregoing, 120% of the sum of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”Registration Rights Agreement, and the date right to recover attorneys’ fees, costs, and expenses pursuant to Section 12.15 in enforcing Seller's rights in respect of any such default, each a “Default Date”) the Deposit and such Default Purchase Price other provisions and agreements. If the Closing does not timely occur for any other reason, Buyer and Seller shall bear direct the Escrow Agent to return the Deposit to Buyer. Any interest at or other earnings on the rate Deposit minus any fees and expenses of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, Escrow Agent shall be referred delivered to herein the party to whom the Deposit is delivered to pursuant to the terms set forth herein. If the Closing does not timely occur as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt a result of the Default Purchase PriceBreach by Seller of the terms of this Agreement and there has been no Breach by Buyer of the terms of the Agreement, Buyer at its option may (a) terminate this Agreement and Seller shall cause Seller Broker be liable to effect Buyer for all Damages incurred by Buyer arising out of such Breach and termination not to exceed the delivery actual costs, expenses, and fees incurred by Buyer in evaluating, negotiating, entering into, terminating, and enforcing this Agreement, plus Two Million Dollars ($2,000,000), or (b) enforce specific performance of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, duties and obligations of Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced by the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share Priceunder this Agreement.

Purchase Price. Upon The Purchase Price for the terms acquisition by Buyer of the Subject Property from Seller shall be any and subject all costs incurred by Seller to acquire title to the conditions Subject Property, to remediate any environmental contamination in excess of legal limits existing on the Subject Property (such environmental remediation costs not to exceed $30,000), to demolish the improvements existing on the Subject Property and any and all other acquisition and holding costs incurred by Seller with regard to the SUbject Property. Seller's acquisition and holding costs shall include, but not be limited to, title fees, appraisal fees, internal administration expenses (such internal administration and attorney's fees expenses not to exceed $5,000), costs associated with any necessary or requested street vacations, litigation costs, utilities, applicable taxes, Community Improvement District assessments, financing costs and repair and/or maintenance costs. Seller shall work with the Buyer to receive the bes-rpossible price on all environmental clean up and demolition. The parties agree that if upon completion of the environmental remediation the cost to the Seller to remediate the environmental contaminanon exceeds the amount listed above by 10% then the parties will renegotiate this Agreementprovison. At any time during the Initial Option Period or the Extended Option Period, at Buyer may deliver a notice to Seller requesting Seller to calculate the. Purchase Price for the SUbject Property. Withintwenty (20) days of receipt of such notice, Seller shall deliver written notice to Buyer stating the Purchase Price in accordance with this Paragraph 4 and specifying each Closingcomponent and the cost thereof as of the date of the notice and shall attach to such notice available receipts verifying Seller's costs (the "Purchase Price Notice"). The Purchase Price set forth in the Purchase Price Notice shall serve as the Purchase Price. Should Buyer thereafter fail to close on the purchase of the Subject Property within thirty (30) days after such Purchase Price Notice, Purchaser then Seller may notify Buyer in a revised Purchase Price Notice that the Purchase Price in the prior Purchase Price Notice is no longer valid and SeUer shall set forth the revised Purchase Price in such revised notice. Buyer shall pay to Seller on the applicable Closing Date, by wire transfer in accordance with the wire instructions of Seller delivered to Purchaser on or prior to such Closing, in U.S. dollars and immediately available funds, such purchase price (each, a “Purchase Price”) equal to the product of (x) the aggregate number of Purchased Shares to be sold to Purchaser at such Closing and (y) $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”). In the event the Company fails to pay a SeHerthe Purchase Price on an applicable Closing Date at closing in accordance with the foregoingcash or by bank certified, 120% treasurer's or cashier's check. The Option Payment shall apply toward payment of the sum of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”, and the date of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced by the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share Priceclosing.

Purchase Price. Upon Buyer agrees to buy the terms Home and subject to Additional Improvements from Seller for the conditions Purchase Price as described on this Schedule B. Purchase Price $ Additional Improvements & Accessories Survey $ Set-Up & Delivery Costs $ Permits $ Foundation $ Plumbing $ Electrical Work $ Well $ Septic $ Heat Pump $ Driveway $ Deck/Porch $ Garage $ Landscaping $ Other $ Other $ TOTAL PURCHASE PRICE $ SCHEDULE C PAYMENT OF PURCHASE PRICE The Schedule for Payment of the Purchase Price is as follows: $ Deposit, payable upon signing of this Agreement. The Deposit shall be applied to the Purchase Price at Closing. The Deposit may be used by Seller and is otherwise non- refundable unless Seller defaults on its obligations under this Agreement. $ Payable upon issuance of necessary building permits. $ Payable in monthly installments from the Buyer’s funds or construction loan as construction progresses. $ Other Payment $ Other Payment $ Balance of the Purchase Price payable at closing prior to Buyer’s occupancy. $ TOTAL PURCHASE PRICE SCHEDULE D ARBITRATION AGREEMENT All claims, at each Closingdisputes, Purchaser shall pay and controversies arising out of or relating in any way to the sale, purchase, design, manufacture, construction, delivery, installation, repair, servicing, providing of improvements to any real property where the Home is to be placed, occupancy of the Home, any goods, services or insurance products offered or sold in connection with the Agreement, or arising out of the financing of the Home, related personal property and services (and including any acquisition of real property where the Home is to be placed), including, but not limited to, any negotiations between the parties or any relationship that results from any of the foregoing, including claims for equitable relief or claims based on contract, tort, statute, warranty, or any alleged breach of contract, negligence, fraud, misrepresentation, suppression of fact, or inducement, will to the fullest extent permitted by law be resolved by binding arbitration administered according to the Revised Uniform Arbitration Act of North Carolina (the “Act”). Arbitration may be initiated by any party by sending written notice of its intention to arbitrate (“Notice”) to Seller through its registered agent and to Buyer at Buyer’s last known address. The Notice will contain a description of the claim, dispute, or controversy and the remedy requested. In no event may any demand for arbitration be made after the date when the institution of a legal or equitable proceeding based on the claim, dispute or controversy in question would be barred the applicable Closing Datestatute of limitations or laches. For any claim requesting relief or an award of $100,000 or more, the arbitration will be conducted before a panel of three independent and impartial arbitrators selected pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Unless otherwise mutually agreed, such arbitrators shall be lawyers licensed in North Carolina, with five or more year’s experience both in the practice of Commercial Law and in conducting arbitrations. For any other claim, the arbitration will be conducted by wire one independent and impartial arbitrator selected by mutual agreement of Buyer and Seller. If the parties cannot agree on an arbitrator, either party may apply to court for an order appointing an independent arbitrator. The Arbitrator will deliver the decision or award in writing with a summary of the reasons for the decision or award, and the decision or award shall be final and binding on all parties, their successors and assigns. In an appropriate case, the arbitrator may grant a motion to dismiss the claim or a motion for summary disposition of the claim. Judgment on the decision or award may be entered by any court having jurisdiction. Fees and costs of the arbitration shall be shared equally by Buyer and Seller. Notwithstanding the terms of this agreement, action by any person, firm or corporation to take possession of or to sell or otherwise transfer ownership of or title to the Home, or of any related real or personal property or possessions, as collateral securing payment or performance by the Buyer under the Agreement, or as allowed by any financing for such purchase (including without limitation the exercise of any rights under any mortgage, deed of trust, or security agreement, with or without judicial process, or obtaining a writ of attachment, seizure, or sequestration) shall not be subject to this Agreement. Any challenges to the validity or enforceability of this Agreement shall be determined by arbitration in accordance with the wire instructions provisions of Seller delivered to Purchaser on or prior to such Closing, in U.S. dollars the Revised Uniform Arbitration Act of North Carolina. This Agreement shall be governed by the construed and immediately available funds, such purchase price (each, a “Purchase Price”) equal to the product of (x) the aggregate number of Purchased Shares to be sold to Purchaser at such Closing and (y) $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”). In the event the Company fails to pay a Purchase Price on an applicable Closing Date enforced in accordance with the foregoinglaws of North Carolina without regard to any choice of governing law contained in the Agreement. If any term or provision of this Agreement is unenforceable, 120% the enforceability of the sum of the aggregate Purchase Price for such Closing remaining terms and all future Closings hereunder provisions hereof shall immediately become due and payable hereunder (the “Default Purchase Price”, and the date of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to not be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced by the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share Priceaffected thereby.

Purchase Price. Upon (a) On the terms and subject to the conditions of this Agreement, at each Closing, Purchaser shall pay to Seller on the applicable Closing Date, by wire transfer in accordance with (i) Purchaser shall deposit, via intrabank transfer, into the wire instructions of Seller delivered to Purchaser on or prior to such ClosingIndemnity Escrow Account, in U.S. dollars and immediately available funds, such purchase price (each, a “Purchase Price”) equal pursuant to the product terms of (x) an escrow agreement between the aggregate number of Purchased Shares to be sold to Seller and the Purchaser at such Closing and (y) $3.00 (in each case, the form attached hereto as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) Exhibit B (the “Per Share PriceEscrow Agreement”). In the event the Company fails to pay a Purchase Price on an applicable Closing Date in accordance , with the foregoingThe PrivateBank and Trust Company, 120% of the sum of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder as escrow agent (the “Default Purchase PriceEscrow Agent”), and an amount equal to $4,500,000 (the date of any such default, each a “Default DateIndemnity Escrow Amount”) in immediately available, good funds free of costs and such Default Purchase Price shall bear interest at the rate of one and a half percent charges (1.5%) per month (prorated for partial months) until paid funds delivered in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be this manner are referred to herein as “Good Funds”), pursuant to the terms and conditions provided in the Escrow Agreement to be delivered to the Escrow Agent on or before the Closing Date, (ii) Purchaser shall deposit, via intrabank transfer, into the Seller Net Purchase Price Escrow Account, pursuant to the terms of the Escrow Agreement, an amount equal to $1,000,000 (the “Default Purchased SharesSeller Net Purchase Price Escrow Amount”. By no later than ) from the third Purchase Price in immediately available Good Funds, pursuant to the terms and conditions provided in the Escrow Agreement, and (3rdiii) business day after Seller’s receipt Purchaser shall deposit, via intrabank transfer, into the Purchaser Net Purchase Price Escrow Account, pursuant to the terms of the Default Escrow Agreement, an amount equal to $1,000,000 (the “Purchaser Net Purchase PricePrice Escrow Amount”) in immediately available Good Funds, pursuant to the terms and conditions provided in the Escrow Agreement. In turn, the Escrow Agent shall immediately (i) deposit the Indemnity Escrow Amount into the Indemnity Escrow Account as provided in the Escrow Agreement, (ii) deposit the Seller shall cause Net Purchase Price Escrow Amount into the Seller Broker to effect Net Purchase Price Escrow Account as provided in the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoingEscrow Agreement, until and (iii) deposit the Purchaser shall have paid the Default Net Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at Escrow Amount into the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchaser Net Purchase Price shall be reduced by Escrow Account as provided in the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share PriceEscrow Agreement.

Purchase Price. Upon During the terms and subject to Contract Term, the conditions of this Agreement, at each Closing, Purchaser shall pay to Seller on the applicable Closing Date, by wire transfer in accordance with the wire instructions of Seller delivered to Purchaser on or prior to such Closing, in U.S. dollars and immediately available funds, such purchase per pound price for PGP Product (each, a “Purchase PGP Price”) equal to the product of and CGP Product (x) the aggregate number of Purchased Shares to be sold to Purchaser at such Closing and (y) $3.00 (in each case“CGP Price”), as adjusted for stock splitsapplicable, stock dividends, stock combinations, recapitalizations and similar events) will be determined as follows: Each Month the Parties shall enter into good faith negotiations in an attempt to arrive at a reference price (the “Per Share PGP Reference Price” for PGP and the “CGP Reference Price” for CGP) for the Month in which deliveries are being made, which reference price accurately reflects the price generally accepted by buyers and sellers of large volumes of pipeline delivered Product in the Gulf Coast region (excluding all discounts or allowances) during such Month. If the Parties fail to agree on a particular reference price prior to the end of a Month, then absent any mutual agreement by the Parties to extend negotiations for the Month in which the reference price is being negotiated, the PGP Reference Price for such Month will equal the “PG Propylene Contract, Benchmark” price as published Monthly by CMAI in the Monomers Market Report in cents per pound for the Month of delivery, and the CGP Reference Price for such Month will equal the “CG Propylene Contract. Benchmark” price as published Monthly by CMAI in the Monomers Market Report in cents per pound for the Month of delivery. Once the PGP Reference Price and the CGP Reference Price, as applicable, have been determined, the PGP Price and CGP Price, as applicable, shall equal the applicable reference price reduced by a discount of ***** (*****%); provided, however: (i) for the time period from the Commencement Date through forty-two (42) Months following the Commencement Date (the “Initial Period”), such discount will be capped at $***** per pound, and (ii) for the time period from the first day following the conclusion of the Initial Period, through December 31, 2014 (or any additional period of time by which the Contract Term may be extended beyond December 31, 2014) such discount will be capped at $***** per pound. For example: For the Month of October 2008, (i) the “PG Propylene Contract, Benchmark” price was $***** per pound and the PGP Price (applying a discount of $***** per pound) would have been $***** per pound: (ii) the “CG Propylene Contract. Benchmark” price was $***** per pound, and the CGP Price (applying a discount of $***** per pound) would have been $***** per pound. If for any given Month the Parties are unable to agree on either the PGP Reference Price or the CGP Reference Price and CMAI fails to report either the “PG Propylene Contract, Benchmark” or the “CG Propylene Contract, Benchmark”, as applicable, prior to invoicing, then unless otherwise expressly agreed by the Parties, the applicable reference price for such Month will initially be either the “PG Propylene Contract, Benchmark” or the “CG Propylene Contract, Benchmark”, as applicable, for the immediately preceding Month. Once the appropriate Monthly price is reported by CMAI in the Monomers Market Report, Seller shall promptly reissue the invoice for the Month in question, which invoice shall provide for the appropriate adjustment to reflect the change to the appropriate Monthly price. Any additional amounts owing by Buyer shall be paid within 15 days of the receipt of such invoice and any credits owing to Buyer shall be applied to the next invoice delivered by Seller. If in any given Month the Parties are unable to agree on either the PGP Reference Price or the CGP Reference Price and a range of prices are reported by CMAI for such Month for the applicable benchmark, then the applicable CMAI price to be used hereunder for calculating the Purchase Price shall equal the arithmetic average of the CMAI listed benchmark prices for the applicable Product. In the event the Company fails CMAI Monomers Market Report ceases publication or ceases to pay a be published Monthly or the benchmark prices needed to calculate either the PGP Reference Price or the CGP Reference Price are no longer provided or no longer reflect actual market conditions, then the affected Purchase Price on will be based upon an applicable Closing Date in accordance with alternative index price which most closely approximates the foregoing, 120% subject index as of the sum Commencement Date of the aggregate Purchase Price for such Closing this Contract and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”, and the date of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible is mutually agreeable to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced by the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share Priceboth Parties.

Purchase Price. Upon (a) The purchase price to be paid on the Closing Date by the Purchaser to the Seller for the Servicer Appointment Right shall be an amount (the "Purchase Price") equal to $489,000. In determining the Purchase Price (and the Purchase Price Percentages), the Purchaser has relied on the information regarding the Mortgage Loans delivered to the Purchaser by the Seller prior to the Closing Date, including the terms and subject to assumptions set forth in the conditions servicing proposal dated March 26, 2007 (a copy of this Agreementwhich is attached hereto as Exhibit B) and the information set forth in the final Prospectus Supplement dated March 22, at each Closing2007 (collectively, Purchaser the "Assumed Characteristics"). The Purchase Price shall pay to Seller on the applicable Closing Date, be paid by wire transfer in accordance with immediately available funds according to wire transfer instructions provided by the wire instructions of Seller delivered to Purchaser on or prior to the Closing Date. Provided that all of the conditions to closing set forth in Section 2.03 are satisfied (or waived in writing by the party for whose benefit such Closingconditions run), in U.S. dollars the Purchase Price will be deemed non-refundable on the Closing Date, subject to Section 2.02(b) and immediately available funds(c). (b) Upon any repurchase of any Mortgage Loan pursuant to Section 2.3 of the PSA, the Seller shall repay to the Purchaser, at the same time as the repurchase of such purchase price (eachMortgage Loan, a “Purchase Price”) an amount equal to the product of (x) the aggregate number of Purchased Shares to be sold to Purchaser at such Closing and (y) $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”). In the event the Company fails to pay a Purchase Price on an applicable Closing Date in accordance with the foregoing, 120% of the sum of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”, and the date of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced by the product of (x) the aggregate number Percentage of such Reduced Purchased Shares in such Purchase Share Reduction and repurchased Mortgage Loan, (y) the Per Share Principal Balance of such repurchased loan as of the date of the repurchase and (z) a fraction, the numerator of which is the remaining term to maturity of such Mortgage Loan (if such Mortgage Loan is not an ARD Loan) or the remaining term to the Anticipated Repayment Date of such Mortgage Loan (if such Mortgage Loan is an ARD Loan) as of the Cut-Off Date minus the number of months between the Cut-Off Date and the Due Date falling in the Collection Period in which the repurchase takes place, and the denominator of which is the remaining term to maturity of such Mortgage Loan (if such Mortgage Loan is not an ARD Loan) or the remaining term to the Anticipated Repayment Date of such Mortgage Loan (if such Mortgage Loan is an ARD Loan) as of the Cut-Off Date; provided, however, that no such payment shall be required in respect of any Mortgage Loan for which the related Purchase Price Percentage is zero or negative. Any such repayment shall be effected by wire transfer of such funds as directed by the Purchaser. (c) To the extent that the Purchaser determines within ninety (90) days after the Closing Date that the actual characteristics of one or more Mortgage Loans differ from the Assumed Characteristics, the Purchaser shall be entitled to recalculate (for purposes of this Section 2.02(c) only), on the basis of such actual characteristics, the Purchase Price Percentages for each Mortgage Loan with respect to which any such difference exists, and it shall recalculate the amount of the Purchase Price that would have been paid hereunder on the basis of the recalculated Purchase Price Percentages. If the amount of the Purchase Price that would have been paid hereunder on the basis of the actual characteristics of the Mortgage Loans, as recalculated by the Purchaser and reasonably agreed to by the Seller, is at least two and one-half percent (2.5%) less than the amount of the Purchase Price that was actually paid on the Closing Date, the Seller shall repay to the Purchaser the amount by which the amount of the Purchase Price that was actually paid on the Closing Date exceeds the recalculated Purchase Price.. In connection with any recalculation of the Purchase Price, the Purchaser shall provide to the Seller documentation supporting such recalculation. Section 2.03

Purchase Price. Upon the terms and subject to the conditions of this Agreement, at each Closing, Purchaser shall pay to Seller on the applicable Closing Date, by wire transfer in accordance with the wire instructions of Seller delivered to Purchaser on or prior to such Closing, in U.S. dollars and immediately available funds, such purchase price (each, a “Purchase Price”) equal to the product of (x) the aggregate number of Purchased Shares to be sold to Purchaser at such Closing and (y) $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”). In the event the Company fails to pay a Purchase Price on an applicable Closing Date in accordance with the foregoing, 120% of the sum of the aggregate The Purchase Price for such Closing and all future Closings hereunder the Servicing Rights in each Servicing Rights Package shall immediately become due and payable hereunder (the “Default Purchase Price”, and the date of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, set forth in the aggregate, shall be referred to herein as related Acknowledgment Agreement. It is understood and agreed that the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced paid by the product Servicer to the Owner in consideration for the Owner selling the Servicing Rights in accordance with this Agreement. The Servicer shall pay an amount equal to 90% of the Purchase Price to the Owner on the related Sale Date by wire transfer of immediately available funds to an account designated by the Owner in writing. The Servicer shall pay the remainder of the Purchase Price to the Owner within 5 Business Days of the related Sale Date as set forth in the immediately preceding sentence. If, subsequent to the payment of the Purchase Price or the payment of any other amounts due under this Agreement to either party, the principal on which the Purchase Price with respect to a Mortgage Loan was based is found to be in error, or if, for any other reason, the Purchase Price or such other amounts are found to be in error, within five (x5) Business Days after the aggregate number receipt of information sufficient to provide notice that payment is due, the party benefiting from the error shall pay to the other party an amount sufficient to correct and reconcile the Purchase Price or such other amounts and shall provide the other party with a reconciliation statement and such other documentation sufficient to reasonably satisfy the other party concerning the accuracy of such Reduced Purchased Shares reconciliation. In connection with the repurchase of a Mortgage Loan by a Seller from the Owner due to a breach of a representation or warranty or other defect, the Servicer shall be entitled to receive from the Owner the Servicing Repurchase Price. This amount shall be paid by the Owner to the Servicer within thirty (30) Business Days of any such repurchase by wire transfer of immediately available funds to an account designated by the Servicer. Concurrently with any repurchase and payment described in the paragraph above, the Servicer shall transfer, assign, set over and convey to the Owner all of its right, title and interest in and to the related Servicing Rights with respect to such Purchase Share Reduction and (y) the Per Share Pricerepurchased Mortgage Loan. In addition, this Agreement shall terminate with respect to such Mortgage Loan, except as otherwise provided herein.

Purchase Price. Upon the terms and subject Merial shall pay to the conditions AspenBio an amount equal to 33% of Invoiced Sales Price, which, for purposes of this Agreement, shall mean, as applicable, either (a) for Product sold by Merial distributors, the gross price listed on the invoice, before rebates, credits, discounts or other deductions, or (b) for direct sales by Merial (meaning sales using distribution channels other than a third party distributor) to veterinary clinic customers, the net invoice price on which Merial bills and seeks collection from such customers ("Purchase Price"). The minimum Purchase Price in the United States shall be [*] per unit of Product and outside of the United States shall be [*] per unit of Product; provided, however, if a Competing Technology is introduced in the United States, then from that date through the end of the Term the minimum Purchase Price will no longer be applicable (the "Fluctuating Minimum Purchase Price Period"). During the Fluctuating Minimum Purchase Price Period, Merial shall provide to AspenBio within 45 days after the close of each quarter a report of the average Purchase Price (calculated under this Section 5.2 from sales in all countries using foreign currency conversion rates as of the time such conversions are determined for Merial's internal accounting purposes) for the most recently completed quarter (the "Trailing Average Purchase Price") covered by the report. If after the beginning of the Fluctuating Minimum Purchase Price Period the Trailing Average Purchase Price is less than [*] per unit of Product (a "Low Purchase Price") for any two successive calendar quarters, then AspenBio may, at each Closingits option, Purchaser terminate this Agreement by written notice within 45 days of receiving any report referenced in the preceding sentence that discloses the second successive calendar quarter of a Low Purchase Price. If AspenBio elects to terminate this Agreement pursuant to this Section 5.2 within 3 years after the Launch Date, then AspenBio shall pay to Seller Merial all monies paid by Merial to AspenBio under Section 5.1 on the applicable Closing Date, by wire transfer in accordance with the wire instructions of Seller delivered to Purchaser on or prior to such Closing, in U.S. dollars and immediately available funds, such purchase price (each, a “Purchase Price”) equal prorata basis according to the product of following formula: (xThe amounts paid by Merial under Section 5.1) times the aggregate following ratio: (number of Purchased Shares months remaining until 36 months after the initial Launch Date) divided by 36 months. AspenBio shall pay such monies pursuant to a promissory note (to be sold to Purchaser negotiated by the parties in good faith) at such Closing and (y) $3.00 (the prevailing interest rate on a monthly basis in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (equal installments over the “Per Share Price”)time remaining of the 3 year period after the Launch Date. In During the event the Company fails to pay a Fluctuating Minimum Purchase Price on an applicable Closing Date in accordance with Period, the foregoing, 120% of the sum of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”, and the date of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default minimum Purchase Price shall be reduced by the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share Priceno less than [*].

Purchase Price. The Purchase Price of the Leased Assets was agreed between Chengtong Financial Leasing and the Lessee with reference to the appraised value of the Leased Assets as at 8 May 2023 which amounted to approximately RMB150.71 million (equivalent to approximately HK$162.77 million) as assessed by way of cost method by an independent PRC valuer. The Purchase Price will be satisfied by the general working capital of the Group. Legal title Chengtong Financial Leasing owns the legal title of the Leased Assets during the Lease Term. Lease payment The total amount of lease payment over the Lease Term is estimated to be approximately RMB165.16 million (equivalent to approximately HK$178.37 million) which shall be paid by the Lessee to Chengtong Financial Leasing in sixteen (16) instalments payable quarterly during the Lease Term. The total amount of lease payment represents the sum of the lease principal amount (being the total amount of the Purchase Price to be paid by Chengtong Financial Leasing) and the lease interest which is calculated on the then outstanding lease principal amount with a floating interest rate to be determined at a fixed premium over the LPR from time to time. The lease interest rate will be subject to review on 1 January every year. In the event that the LPR changes, the lease interest rate will be adjusted to a rate at the aforesaid fixed premium over the new LPR, except in the case where the Lessee has an overdue lease payment and has not paid all overdue payments and liquidated damages, the interest rate to be applied will not be adjusted when the LPR is reduced. The interest rate (including the applicable LPR and the premium) applicable to the Sale and Leaseback Arrangement has been agreed between the parties after arm’s length negotiation taking into account a number of factors, such as the amount of lease principal, the lease term, the overall return rate attained by the Group taking into account the amount of lease interests, the prevailing market conditions and the movement of the LPR. Xxxxxx’s right to repurchase the Leased Assets Upon the terms Lessee having paid all the lease payments and subject other payables (if any) to the conditions of this Agreement, at each Closing, Purchaser shall pay to Seller on the applicable Closing Date, by wire transfer Chengtong Financial Leasing in accordance with the wire instructions terms of Seller delivered the Sale and Leaseback Agreements, the Lessee shall have the right to Purchaser repurchase the Leased Assets under the Sale and Leaseback Agreements at a nominal consideration of RMB1.00. Credit enhancement measures Depending on or prior to such Closingthe overall risks associated with a sale and leaseback arrangement, in U.S. dollars and immediately available fundsChengtong Financial Leasing will request appropriate credit enhancement measure(s) on a case-by- case basis, such purchase price (eachas the payment of security money, a “Purchase Price”) equal the provision of corporate guarantee, receivables pledge and share pledge to safeguard its interests as the product of (x) lessor. Chengtong Financial Leasing will monitor, among others, the aggregate number of Purchased Shares to be sold to Purchaser at such Closing and (y) $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”). In the event the Company fails to pay a Purchase Price on an applicable Closing Date in accordance with the foregoing, 120% financial conditions of the sum of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”, lessee(s) and the date of any such default, each a “Default Date”security provider(s) from time to time and such Default Purchase Price shall bear interest at may request the rate of one lessee(s) to provide further security as and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be referred to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced by the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share Pricewhen Chengtong Financial Leasing considers necessary.

Purchase Price. Upon the terms and subject Subject to the conditions of this Agreementadjustments hereinafter set forth, at each Closing, Purchaser shall pay to Seller on the applicable Closing Date, by wire transfer in accordance with the wire instructions of Seller delivered to Purchaser on or prior to such Closing, in U.S. dollars and immediately available funds, such purchase price (each, a the “Purchase Price”) equal to the product of (x) the aggregate number of Purchased Shares to be sold paid to Purchaser Sellers by Buyer for the Membership Interests shall be Thirty Million One Hundred Fifty Thousand and No/100 Dollars ($30,150,000.00) (the “Purchase Price”). Sellers and Buyer acknowledge and agree that the Purchase Price was determined by taking the average of the fair market value of the Property established by two independent appraisals of the Property (the “Appraisals”) commissioned by Buyer and conducted by CB Rxxxxxx Xxxxx and Cxxxxxx & Wxxxxxxxx (collectively, the ‘Appraisers”). Sellers acknowledge and agree that the Company shall be solely responsible for the payment of any pre-payment penalty under the existing indebtedness (the “Existing Indebtedness”) of Principal Life Insurance Company and Wachovia Bank, National Association (collectively, “Lender”) encumbering the Property, and such pre-payment penalty shall be deducted from the Purchase Price and paid to Lender as a disbursement on Sellers’ behalf at such Closing and (y) $3.00 (in each caseClosing. The Purchase Price shall be payable, as adjusted for stock splitsthe prorations and other payments and credits specified in this Contract, stock dividendsby wire transfer of immediately available U.S. Federal Funds at Closing through the Title Company to an account designated in writing by Sellers. Sellers and Buyer further agree that Sellers shall, stock combinations, recapitalizations and similar events) on the date which is one year after the Closing Date (the “Per Share PriceEarn Out Date”), have two independent appraisals of the Property conducted by the Appraisers for the purpose of determining the fair market value of the Property as of the Earn Out Date. In the event the Company fails to pay a Purchase Price on an applicable Closing Date in accordance with the foregoing, 120% average of the sum fair market value of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder Property on the Earn Out Date (the “Default Earn Out Value”) established by such appraisals of the Property is higher than the Purchase Price”, Sellers shall receive cash equal in value to the difference between the Purchase Price and the date of any such defaultEarn Out Value (the “Earn Out Payment”). Provided, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closingshowever, in the aggregateevent that Buyer incurs out-of-pocket damages, costs and expenses (including, without limitation, reasonable attorneys’ fees actually incurred and court costs) after the Closing arising out of the breach by Sellers’ of (i) their representations and warranties in Section 4 herein, or (ii) any surviving indemnity of Sellers’ described herein, including, without limitation, those contained in Section 20 herein, the amount of such damages, costs and expenses incurred by Buyer shall be referred to herein as deducted from the “Default Purchased Shares”Earn Out Payment due Sellers by Buyer. By no later than the third (3rd) business day after Seller’s receipt Sellers and Buyer shall each pay one-half of the Default Purchase Pricecost of such appraisals. Sellers and Buyer covenant and agree that their agreement to sell and purchase the Membership Interests, Seller shall cause Seller Broker respectively, together with Sellers’ and Buyer’s other covenants contained herein, including, without limitation, Sellers’ covenants in Section 7 herein and Buyer’s out-of-pocket expenses to effect be paid (i) to Buyer’s attorneys in connection with the delivery negotiation of this Contract and matters related thereto, (ii) to any prospective lender as an application or commitment fee, (iii) to CB Rxxxxxx Xxxxx and Cxxxxxx & Wxxxxxxxx for the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of SellerAppraisals, and upon any such Purchase Share Reduction (iv) to unrelated and unaffiliated third party consultants in connection with the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis performance of examinations, inspections and/or investigations pursuant to this Contract, constitutes good and the Default Purchase Price shall be reduced by the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction valuable consideration and (y) the Per Share Pricemutuality under this Contract.