Common use of Closing Clause in Contracts

Closing. The closing for the purchase and sale of the each Mortgage Loan Package shall take place on the related Closing Date. At the Purchaser's option, each Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on the each Closing Date shall be subject to each of the following conditions: (i) at least two Business Days prior to the related Closing Date, the Company shall deliver to the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties of the Sellers and the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers on the related Closing Date the Purchase Price pursuant to Section 4 of this Agreement, by wire transfer of immediately available funds to the account designated by the Company.

Closing. (a) The closing for the purchase and sale consummation of the each Mortgage Loan Package Subscription contemplated hereby (the “Closing”) shall take place occur on the related closing date of the Transactions (the “Closing Date. At ”) for those Subscribed Shares that the Purchaser's option, each Closing shall Forward Purchase Agreement provides will be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, purchased at such place as time, with such Closing occurring substantially concurrently with (but not before) the parties shall agreeconsummation of the Transactions and subject to the terms and conditions of this Subscription Agreement. The closing purchase of any additional Subscribed Shares as provided for by the Mortgage Loans Forward Purchase Agreement shall occur subsequently to be purchased on the each Closing Date shall be subject to each following the delivery of the following conditions:a Pricing Date Notice. (ib) at least two Business Days prior to Promptly before the related anticipated Closing Date, the Company shall deliver written notice to Subscriber (the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the necessary information to compute the Purchase Price of to the Mortgage Loans delivered on such Company. No later than one Business Day prior to the Closing Date (including accrued interest)as set forth in the Closing Notice, and prepare a Mortgage Loan Schedule; (ii) all of Subscriber shall provide the representations and warranties of Pricing Date Notice as defined in the Sellers and the Company under this Forward Purchase Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers on the related Closing Date deliver the Purchase Price pursuant (subject to Section 4 adjustment as described below) after netting for requirements as described in Prepayment of this Agreementthe Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account designated specified by the Company in the Closing Notice, and such funds shall be held by the Company in escrow, segregated from and not comingled with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), until the Closing Date. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on the Closing Date, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. (c) In the event that the consummation of the Transactions does not occur within two Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company, shall promptly (but in no event later than three Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated to redeliver funds to the Company, as set forth in the Closing Notice, following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are open for the general transaction of business.

Closing. The closing for the purchase and sale of the each Mortgage Loan Package shall take place on the related Closing Date. At the Purchaser's option, each Closing shall be either: either (i) by telephone, confirmed by letter or wire as the parties shall agree, or (ii) conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on the each Closing Date shall be subject to each of the following conditions: (i1) at least two Business Days prior to the related Closing Date, the Company Seller shall deliver to the Purchaser a magnetic diskette, or transmit electronicallyvia electronic medium acceptable to the Purchaser, a listing on a loan-level basis of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; (ii2) all of the representations and warranties of the Sellers and the Company Seller under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii3) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv4) the Company Seller shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v5) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers Seller on the related Closing Date the Purchase Price Price, plus accrued interest pursuant to Section 4 of this Agreement, by wire transfer of immediately available funds to the account designated by the CompanySeller.

Closing. The closing for the purchase and sale of the each Mortgage Loan Package shall take place on the related Closing Date. At the Purchaser's ’s option, each Closing shall be either: either (i) by telephone, confirmed by letter or wire as the parties shall agree, or (ii) conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on the each Closing Date shall be subject to each of the following conditions: (i1) at least two Business Days prior to the related Closing Date, the Company Seller shall deliver to the Purchaser a magnetic diskette, or transmit electronicallyvia electronic medium acceptable to the Purchaser, a listing on a loan-level basis of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; (ii2) all of the representations and warranties of the Sellers and the Company Seller under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii3) the Purchaser shall have received, or the Purchaser's ’s attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv4) the Company Seller shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v5) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers Seller on the related Closing Date the Purchase Price Price, plus accrued interest pursuant to Section 4 of this Agreement, by wire transfer of immediately available funds to the account designated by the CompanySeller.

Closing. The closing for the purchase and sale of the each Mortgage Loan Package Subscription contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction, as provided for by the Transaction Agreement. The Closing shall take place occur on the related Closing Date. At the Purchaser's optionclosing date of, each Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agreeand immediately prior to, or conducted in personsimultaneously with, at such place as the parties shall agreeconsummation of the Transaction. The closing for Upon written notice from (or on behalf of) the Mortgage Loans Company to Subscriber (the “Closing Notice”) that the Company reasonably expects all conditions to the Transaction Closing to be purchased satisfied on a date that is not less than five (5) business days from the each Closing Date shall be subject to each date of the following conditions: (i) Closing Notice, Subscriber shall deliver to the Company, at least two Business Days (2) business day prior to the related scheduled closing date specified in the Closing Notice (the “Scheduled Closing Date”), to be held in escrow until the Closing, the Purchase Price for the Securities by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, which at the Closing will be released to the Company against delivery by the Company promptly after the Closing to Subscriber of the Securities in book-entry form (or in certificated form if indicated by Subscriber on Subscriber’s signature page hereto), free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws). Not later than one (1) business day after the Closing, the Company shall deliver to Subscriber the Securities in book entry form, in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable. In the event the Closing does not occur within three (3) business days of the Scheduled Closing Date, the Company shall deliver to the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis of the necessary information to compute promptly (but not later than two (2) business days thereafter) return the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties of the Sellers and the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers on the related Closing Date the Purchase Price pursuant to Section 4 of this Agreement, Subscriber by wire transfer of U.S. dollars in immediately available funds to the account designated specified by the CompanySubscriber, and any book-entries for the Securities shall be deemed repurchased and cancelled. Unless this Subscription Agreement is terminated pursuant to Section 5 below, the failure of the Closing to occur on the Scheduled Closing Date shall not terminate this Subscription Agreement or otherwise relieve any party of any of its obligations hereunder. For purposes of this Subscription Agreement, “business day” means any day that, in New York, New York, is neither a legal holiday nor a day on which commercial banking institutions are generally authorized or required by law or regulation to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercial banking institutions in New York, New York are generally open for use by customers on such day).

Closing. The closing for (the “Closing”) of the purchase and sale of the each Mortgage Loan Package Shares and the Purchased Assets and the assumption of the Assumed Liabilities hereunder shall take place at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Suite 5800, Chicago, Illinois, as soon as possible, but in no event later than the first (1st) Business Day of the first full calendar month following the Satisfaction Date; provided that if such date is less than three (3) Business Days from the date all such conditions are so satisfied or waived, then the Closing shall occur on the related first (1st) Business Day of the second full calendar month following such date, or such other date or location as Buyer and Seller may mutually determine (the “Closing Date”). At the Purchaser's option, each The Closing shall be either: by telephone, confirmed by letter or wire as deemed to have been consummated at 12:01 a.m. on the parties shall agree, or conducted first calendar day of the calendar month in person, at such place as which the parties shall agreeClosing occurs (the “Effective Time”). The closing for the Mortgage Loans to be purchased on the each Closing Date following deliveries shall be subject made prior to each of or at the following conditionsClosing: (ia) at least Seller shall prepare and, not more than ten (10) nor less than two (2) Business Days prior to the related Closing Date, deliver to Buyer an estimate, prepared in good faith, of the Company Closing Net Working Capital, together with reasonably detailed supporting documentation, including the calculation by Seller of the Initial Cash Consideration and the Initial Working Capital Adjustment, if any, which shall be prepared in a manner consistent in all respects with the Sample Closing Statement, including the line items set forth therein (the “Initial Closing Statement”). (b) Buyer shall deliver to Seller the Purchaser a magnetic disketteInitial Cash Consideration in immediately available funds by wire transfer to an account or accounts designated by Seller, or transmit electronicallyby written notice to Buyer, a listing on a loan-level basis of which written notice shall be delivered not later than two (2) Business Days prior to the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan ScheduleDate; (iic) all of Buyer shall issue and deliver to Seller the representations and warranties of certificates evidencing the Sellers and the Company under this Agreement and under the Servicing Agreement Stock Consideration (with respect or at Seller’s direction, in non-certificated book-entry form to each Mortgage Loan, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing AgreementSeller’s designated account); (iiid) Seller and Buyer shall deliver to each other duly executed counterparts to each of the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of Transaction Documents (other than this Agreement) to which they are party; (e) Equity Sellers and Buyer shall deliver to each other, in such forms as are agreed upon applicable, the Mexican Purchased Subsidiary Transfer Documents; (f) Equity Sellers and acceptable Buyer shall deliver to each other, as applicable, the PurchaserChinese Purchased Subsidiary Transfer Documents; (g) Seller shall deliver all instruments and documents necessary to release any and all material Liens for Indebtedness on the Purchased Assets, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; Permitted Liens, including appropriate UCC financing statement amendments (iv) the Company shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreementtermination statements); and (vh) Seller shall deliver to Buyer such deeds, bills of sale, endorsements, assignments and other good and sufficient instruments of conveyance and assignment as the Parties and their respective counsel shall deem reasonably necessary to vest in Buyer all other terms right, title and conditions interest in, to and under the Purchased Assets and to evidence Buyer’s assumption of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers on the related Closing Date the Purchase Price pursuant to Section 4 of this Agreement, by wire transfer of immediately available funds to the account designated by the CompanyAssumed Liabilities.

Closing. (a) The closing for the purchase and sale consummation of the each Mortgage Loan Package Subscription contemplated hereby (the “Closing”) shall take place occur on the related closing date of the Transactions (the “Closing Date. At ”) for those Subscribed Shares that the Purchaser's option, each Closing shall Forward Purchase Agreement provides will be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, purchased at such place as time, with such Closing occurring substantially concurrently with (but not before) the parties shall agreeconsummation of the Transactions and subject to the terms and conditions of this Subscription Agreement. The closing purchase of any additional Subscribed Shares as provided for by the Mortgage Loans Forward Purchase Agreement shall occur subsequently to be purchased on the each Closing Date shall be subject to each following the delivery of the following conditions:a Pricing Date Notice. (ib) at At least two five (5) Business Days prior to before the related anticipated Closing Date, the Company shall deliver written notice to Subscriber (the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the necessary information to compute the Purchase Price of to the Mortgage Loans delivered on such Company. No later than one (1) Business Day prior to the Closing Date (including accrued interest)as set forth in the Closing Notice, and prepare a Mortgage Loan Schedule; (ii) all of Subscriber shall provide the representations and warranties of Pricing Date Notice as defined in the Sellers and the Company under this Forward Purchase Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers on the related Closing Date deliver the Purchase Price pursuant (subject to Section 4 adjustment as described below) after netting for requirements as described in Prepayment of this Agreementthe Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account designated specified by the Company in the Closing Notice, and such funds shall be held by the Company in escrow, segregated from and not comingled with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), until the Closing Date. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on the Closing Date, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. (c) In the event that the consummation of the Transactions does not occur within two (2) Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company, shall promptly (but in no event later than three (3) Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated to redeliver funds to the Company, as set forth in the Closing Notice, following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are open for the general transaction of business.

Closing. The closing for of the purchase and sale of the each Mortgage Loan Package Equity Support Shares contemplated hereby (the “Closing”) shall take place occur on the related closing date (the “Closing Date”) and is expected to occur substantially concurrently with the Transaction Closing. At Subject to the Purchaser's optionsatisfaction or waiver of the conditions set forth in this Section 2 and in Section 3 below, upon delivery of written notice from (or on behalf of) the Issuer to each Subscriber (the “Closing Notice”), that the Issuer reasonably expects all conditions to the Transaction Closing to be satisfied or waived on an expected Closing Date that is not less than ten (10) business days from the date on which the Closing Notice is delivered to the Subscribers, each Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on the each Closing Date shall be subject to each of the following conditions: (i) at least two Business Days prior to the related Closing Date, the Company Subscriber shall deliver to the Purchaser a magnetic disketteCollateral Account, or transmit electronically, a listing on a loan-level basis of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such expected Closing Date specified in the Closing Notice, the amount equal to (including accrued interest), and prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties of the Sellers and the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iiix) the Purchaser shall have receivednumber of its Equity Support Shares, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed multiplied by all signatories other than the Purchaser as required pursuant to the terms hereof; (ivy) the Company shall have delivered and released Per Share Subscription Price (as applicable to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditionssuch Subscriber, the Purchaser shall pay to the Sellers on the related Closing Date the Purchase Price pursuant to Section 4 of this Agreement, “Subscription Amount”) by wire transfer of United States dollars in immediately available funds to the Collateral Account; provided, that, as a condition to each Subscriber’s obligation to deliver the Subscription Amount to the Collateral Account, the Issuer shall have made (i) the Collateral Account Deposit minus the Subscription Amount (as evidenced by a statement from the Collateral Account issued by the Securities Intermediary) and (ii) have paid or caused to be paid to each Subscriber an amount in USD (the “Option Premium”) equal to the product of (x) USD 0.10 multiplied by (y) a pro rata portion of 5,000,000, based on the ratio that the Maximum Subscription Amount of such Subscriber bears to the Total Maximum Subscription Amount, as set forth in Schedule B (the “Option Premium Payment”). On the Closing Date and prior to the release of the Subscription Amount by each Subscriber, the Issuer shall (i) issue the Equity Support Shares against payment of the Subscription Amount to each Subscriber and cause the Equity Support Shares to be registered in book entry form in the name of such Subscriber on the Issuer’s share register (which book entry records shall contain an appropriate notation concerning transfer restrictions of the Equity Support Shares, in accordance with applicable securities laws of the states of the United States and other applicable jurisdictions), and will provide to such Subscriber evidence of such issuance from the Issuer’s transfer agent (the “Transfer Agent”), (ii) deposit or cause to be deposited each Collateral Account Deposit directly to the Collateral Account (less, for the avoidance of doubt, the Subscription Amount) , and (iii) pay or cause to be paid to each Subscriber the Option Premium Payment. For purposes of this Equity Support Agreement, “business day” shall mean a day, other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close. Prior to or at the Closing, each Subscriber shall deliver to the Issuer a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. In the event the consummation of the Transaction does not occur within two (2) business days after the Closing Date under this Equity Support Agreement, the Issuer shall promptly (but not later than two (2) business days thereafter) return the Subscription Amount to each Subscriber by wire transfer of U.S. dollars in immediately available funds to the account designated specified by such Subscriber, and any book entries for the CompanyEquity Support Shares shall be deemed repurchased and cancelled; provided that, unless this Equity Support Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Equity Support Agreement or relieve any Subscriber of its obligation to purchase the Equity Support Shares at the Closing.

Closing. The closing for Closing shall occur on the purchase and sale Closing Date, subject to the completion of the each Mortgage Loan Package shall take place on other parts of the related Closing Date. At the Purchaser's option, each Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans Transactions (other than those Transactions that are scheduled to be purchased on completed following the each Closing Date shall be subject to each Amalgamation Closing), including the substantially concurrent occurrence of the following conditions: Amalgamation Closing. Upon written notice from (ior on behalf of) FEAC to Subscriber (the “Closing Notice”) at least two five (5) Business Days prior to the related date that FEAC reasonably expects all conditions to the Amalgamation Closing to be satisfied (the “Expected Closing Date”), the Company Subscriber shall deliver to FEAC no later than two (2) Business Days prior to the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis of the necessary information to compute Expected Closing Date (i) the Purchase Price of for the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties of the Sellers and the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers on the related Closing Date the Purchase Price pursuant to Section 4 of this Agreement, Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by FEAC in the Closing Notice, such funds to be held by FEAC in escrow, segregated from and not co-mingled with the other funds of FEAC (and in no event will such funds be held in the Trust Account) for the benefit of Subscriber until the Closing at which point the funds shall be released to Newco at the time of the PIPE Financing; and (ii) any other information that is reasonably requested in the Closing Notice in order for FEAC (or, following the Assumption, Newco) to issue the Subscribed Shares including, without limitation, the legal name of the person in whose name such Subscribed Shares are to be issued, and if applicable, a duly executed Internal Revenue Service Form W-9 or the applicable Internal Revenue Service Form W-8, as applicable. On the Closing Date, following and subject to the Assumption, Newco shall issue to Subscriber (or the funds and accounts designated by Subscriber if so designated by Subscriber, or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable, the Company.Subscribed Shares, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws or Canadian securities laws), which Subscribed Shares, unless otherwise determined by FEAC (or following the Assumption, Newco), shall be uncertificated, with record ownership reflected only in the register of shareholders of Newco and shall provide evidence of such issuance from Newco’s transfer agent

Closing. The closing for the purchase and sale of the each Mortgage Loan Package Subscription contemplated hereby (the “Closing”) shall take place on occur substantially concurrent with the related consummation of the Transactions Closing (the date of the Closing, the “Closing Date. At ”) subject to the Purchaser's option, each terms and conditions set forth herein; provided that the Closing shall be either: by telephoneoccur after the Merger Effective Time (as defined in the Business Combination Agreement, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree“Merger Effective Time”). The closing for the Mortgage Loans to be purchased on the each Closing Date shall be subject to each of the following conditions: Not less than five (i5) at least two Business Days business days prior to the related anticipated Closing Date, the Company Issuer shall provide written notice to Subscriber (the “Closing Notice”) of such anticipated Closing Date. Subscriber shall deliver to the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties of the Sellers and the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject two (2) business days prior to the foregoing conditions, the Purchaser shall pay to the Sellers on the related anticipated Closing Date the Purchase Price pursuant to Section 4 of this Agreement, for the Shares by wire transfer of U.S. dollars in immediately available funds to the escrow account specified by the Issuer in the Closing Notice, to be held by the escrow agent until the Transactions Closing. Not later than one (1) business day after the Closing Date, the Issuer shall deliver to Subscriber (1) the Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under applicable securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable; and (2) a copy of the records of the Issuer’s transfer agent (the “Transfer Agent”) or other evidence showing Subscriber as the owner of the Shares on and as of the Closing Date. For purposes of this Subscription Agreement, “business day” shall mean a day, other than a Saturday, Sunday or other day on which commercial banks in New York, the Cayman Islands or Singapore are authorized or required by law to close. In the event the Closing Date does not occur within two (2) business days after the anticipated Closing Date identified in the Closing Notice, the Issuer shall cause the escrow agent to promptly (but not later than two (2) business days thereafter) return the Purchase Price to Subscriber by wire transfer of U.S. dollars in immediately available funds to the account designated specified by Subscriber, and any book entries shall be deemed cancelled; provided that unless this Subscription Agreement has been terminated pursuant to Section 5, such return of funds shall not terminate this Subscription Agreement or relieve Subscriber of its obligation to purchase the CompanyShares at the Closing upon delivery of a new Closing Notice in accordance with the terms of this Section 2.1. Prior to or at Closing, Subscriber shall deliver to Issuer a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8.

Closing. (a) The closing for transaction of Purchase and Sale is to be completed on the purchase day of (the “Closing Date” or “Closing”). The parties acknowledge and sale confirm that the required Tarion Addendum to Agreement of Purchase and Sale (Freehold Form – Firm Closing Date) (the “Tarion Addendum”) and the required Statement of Critical Dates (Freehold Form – Firm Closing Date) form an integral part of this Agreement. In the event the Vendor shall not be able to complete construction of the each Mortgage Loan Package shall take place on the related Closing Date. At the Purchaser's option, each Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on the each Closing Date shall be subject to each of the following conditions: (i) at least two Business Days Dwelling prior to the related Closing Date, the Company Vendor shall have the right to extend the Closing Date in accordance with Sections 3, 4 or 5 of the Tarion Addendum, whichever may be applicable. (b) The Dwelling shall be deemed to be completed when the Dwelling has been approved for occupancy by the Town of Ajax notwithstanding that there remains non-substantial interior work and/or any exterior work to be completed including, but not limited to paving, walkways, decks, driveways, painting, grading, sodding and landscaping. The Vendor shall, on or before Closing, deliver to Purchaser the Purchaser a magnetic diskettefinal certificate, the Occupancy Permit or transmit electronically, a listing on a loan-level basis the signed written confirmation of the necessary information to compute the Purchase Price Vendor, whichever is applicable, required under Section 9(a) of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule;Tarion Addendum. (iic) all If the Dwelling has been approved for occupancy by the Town of Ajax on or before the representations and warranties of the Sellers and the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred whichthe Vendor has complied with its obligations under Section 9(a) of the Tarion Addendum, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or close the Purchaser's attorneys shall have received transaction in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to accordance with the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions provisions of this Agreement and the related Purchase Price Vendor agrees to complete any outstanding details of construction required by this Agreement within a reasonable time thereafter having regard to weather conditions and Terms Agreement availability of supplies and labour. (d) The Purchaser is notified that are required although the Subdivision Agreements (as hereinafter defined) may require the issuance of an Occupancy Permit, the practice of the Municipality may be such that oral consent to occupancy is given and that formal consent is given at some later time, including formal release with reference to other matters referred to in the Subdivision Agreements. The Vendor shall not be complied obligated as of Closing to provide a formal occupancy permit but shall otherwise comply with on or before each Closing Date shall have been complied with. Subject to its obligations under Section 9(a) of the foregoing conditions, Tarion Addendum and the Purchaser shall pay to complete this transaction in accordance with the Sellers on the related Closing Date the Purchase Price pursuant to Section 4 terms of this Agreement, by wire transfer of immediately available funds . (e) The Purchaser acknowledges that certain external work to the account designated by Property such as grading, paving, sodding, exterior painting and/or repair cannot be undertaken until weather conditions permit and that failure to complete all exterior work or non-substantial interior work shall not be deemed to be a failure to complete the CompanyDwelling. The Purchaser further acknowledges that in order to allow for natural settlement of the driveway, the Vendor will not pave the driveway until at least one year after the Closing Date.

Closing. (a) The closing for the purchase and sale consummation of the each Mortgage Loan Package Subscription contemplated hereby (the “Closing”) shall take place occur on the related closing date of the Transactions (the “Closing Date. At ”) for those Subscribed Shares that the Purchaser's option, each Closing shall Forward Purchase Agreement provides will be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, purchased at such place as time, with such Closing occurring substantially concurrently with (but not before) the parties shall agreeconsummation of the Transactions and subject to the terms and conditions of this Subscription Agreement. The closing purchase of any additional Subscribed Shares as provided for by the Mortgage Loans Forward Purchase Agreement shall occur subsequently to be purchased on the each Closing Date shall be subject to each following the delivery of the following conditions:a Pricing Date Notice. (ib) at At least two Business Days prior to before the related anticipated Closing Date, the Company shall deliver written notice to Subscriber (the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the necessary information to compute the Purchase Price of to the Mortgage Loans delivered on such Company. No later than one Business Day prior to the Closing Date (including accrued interest)as set forth in the Closing Notice, and prepare a Mortgage Loan Schedule; (ii) all of Subscriber shall provide the representations and warranties of Pricing Date Notice as defined in the Sellers and the Company under this Forward Purchase Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers on the related Closing Date deliver the Purchase Price pursuant (subject to Section 4 adjustment as described below) after netting for requirements as described in Prepayment of this Agreementthe Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account designated specified by the Company in the Closing Notice, and such funds shall be held by the Company in escrow, segregated from and not comingled with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), until the Closing Date. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on the Closing Date, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. (c) In the event that the consummation of the Transactions does not occur within two Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company, shall promptly (but in no event later than three Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated to redeliver funds to the Company, as set forth in the Closing Notice, following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are open for the general transaction of business.

Closing. (a) The closing for the purchase and sale consummation of the each Mortgage Loan Package Subscription contemplated hereby (the “Closing”) shall take place occur on the related closing date of the Transaction (the “Closing Date. At ”), immediately prior to or substantially concurrently with the Purchaser's option, each Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on the each Closing Date shall be subject to each consummation of the following conditions:Transaction. (ib) at At least two one (1) Business Days prior to Day before the related anticipated Closing Date, the Company shall deliver written notice to Subscriber (the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the necessary information to compute the Purchase Price of to the Mortgage Loans delivered on such Company. No later than one (1) Business Day prior to the anticipated Closing Date (including accrued interest)as set forth in the Closing Notice, and prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties of the Sellers and the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) Subscriber shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers on the related Closing Date deliver the Purchase Price pursuant to Section 4 of this Agreement, for the Subscribed Warrants by wire transfer of United States dollars in immediately available funds to the account designated specified by the Company in the Closing Notice, such funds to be held by the Company in escrow or a segregated account until the Closing. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber at the Closing a Common Stock Purchase Warrant representing the Subscribed Warrants in the form of Annex B hereto, free and clear of any liens, charges, mortgages, pledges, claims, equities, encumbrances and other third party rights or other restrictions (other than those arising under this Subscription Agreement, the organizational documents of the Company or applicable securities laws), in the name of Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or the Subscriber). In the event that the consummation of the Transaction does not occur within one (1) Business Day after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and the Subscriber, the Company shall promptly (but in no event later than two (2) Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber to the Company by wire transfer in immediately available funds to the account specified by Subscriber, and the Common Stock Purchase Warrants and any records of the Subscribed Warrants on the Company’s books and records shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated (A) to redeliver funds to the Company following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and (B) to consummate the Closing upon satisfaction of the conditions set forth in this Section 2. For the purposes of this Subscription Agreement, “Business Day” means any day other than a Saturday or Sunday, or any other day on which banks located in New York, New York are required or authorized by law to be closed for business.

Closing. If the minimum number of Conversion Shares permitted to be sold in the Reorganization on the basis of the most recently updated Reorganization appraisal are subscribed for at or before the termination of the Offerings, and the other conditions to the completion of the Reorganization are satisfied, the Holding Company agrees to issue the Shares on the Closing Date (as hereinafter defined) against payment therefor by the means authorized by the Plan and to deliver certificates evidencing ownership of the Conversion Shares in such authorized denominations and registered in such names as may be indicated on the subscription order forms directly to the purchasers thereof as promptly as practicable after the Closing Date. The closing for Closing shall be held at the purchase offices of special counsel to the Primary Parties, or at such other place as shall be agreed upon among the Primary Parties and the Agent, at 10:00 a.m. on a business day selected by the Holding Company which business day shall be no less than two business days following the giving of prior notice by the Holding Company to the Agent or at such other time as shall be agreed upon by the Primary Parties and the Agent. At the Closing, the Primary Parties shall deliver to the Agent in same-day funds the commissions, fees and expenses owing to the Agent as set forth in Sections 4 and 8 hereof and the opinions required hereby and other documents deemed reasonably necessary by the Agent shall be executed and delivered to effect the sale of the each Mortgage Loan Package Shares as contemplated hereby and pursuant to the terms of the Prospectus. The Holding Company shall take place on notify the related Agent when funds shall have been received for the minimum number of shares of the Common Stock. The date upon which the Holding Company shall release the Conversion Shares for delivery in accordance with the terms hereof is referred to herein as the "Closing Date. At ." As soon as practicable after the Purchaser's option, each Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on the each Closing Date shall be subject to each of the following conditions: (i) at least two Business Days prior to the related Closing Date, the Holding Company and the Bank shall deliver cause a letter of transmittal to the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis be mailed to each Public Stockholder advising such Public Stockholder of the necessary information to compute the Purchase Price terms of the Mortgage Loans delivered on such Closing Date Exchange offering and the procedure for surrendering to an agent, duly appointed by the Holding Company (including accrued interestthe "Exchange Agent"), the certificates evidencing shares of Bank Common Stock issued and prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties of the Sellers and the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct outstanding as of the related Closing Date and no event shall have occurred which, with notice or the passage Date. Upon surrender of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in each such forms as are agreed upon and acceptable certificate to the PurchaserExchange Agent, duly executed by all signatories other than the Purchaser as required pursuant Holding Company agrees to issue to the terms hereof; (iv) holder thereof or his or her designee a certificate or certificates representing the Company shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions number of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers full Exchange Shares based on the related Closing Date the Purchase Price pursuant to Section 4 of this Agreement, by wire transfer of immediately available funds to the account designated by the CompanyExchange Ratio.

Closing. The closing for the purchase and sale of the each Mortgage Loan Package shall take place on the related Closing Date. At the Purchaser's option, each Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on the each Closing Date shall be subject to each of the following conditions: (i) at least two Business Days prior to the related Closing Date, the Company Seller shall deliver to the Purchaser a magnetic diskette, or transmit electronicallyby modem, a listing on a loan-level basis of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties of the Sellers and the Company Seller under this Agreement and of the Interim Servicer under the Interim Servicing Agreement (with respect to each Mortgage LoanLoan for an interim period, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Interim Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company Seller shall have delivered and released to the Custodian all documents required hereunder pursuant to the Custodial this Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers Seller on the related Closing Date the Purchase Price Price, plus accrued interest pursuant to Section 4 of this Agreement, by wire transfer of immediately available funds to the account designated by the CompanySeller.

Closing. The closing for the purchase and sale of the each Mortgage Loan Package shall take place on the related Closing Date. At the Purchaser's ’s option, each Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on the each Closing Date shall be subject to each of the following conditions: (i) at least two Business Days prior to the related Closing Date, the Company Seller shall deliver to the Purchaser a magnetic diskette, or transmit electronicallyby modem, a listing on a loan-level basis of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties of the Sellers and the Company Seller under this Agreement and under the Interim Servicing Agreement (with respect to each Mortgage LoanLoan for an interim period, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Interim Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's ’s attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company Seller shall have delivered and released to the Custodian all documents required pursuant to the Custodial this Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers Seller on the related Closing Date the Purchase Price Price, plus accrued interest pursuant to Section 4 of this Agreement, by wire transfer of immediately available funds to the account designated by the CompanySeller.

Closing. (a) The closing for the purchase and sale transaction contemplated in this Agreement shall occur on the date and in the manner specified in the Basic Terms section of this Agreement (the “Closing Date”), provided that all conditions precedent to the Closing have been fulfilled or have been waived in writing by the respective party entitled to waive same. Notwithstanding anything contained in this Agreement to the contrary, if any of the each Mortgage Loan Package shall take place on homes comprising the related Closing Date. At the Purchaser's option, each Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on the each Closing Date shall be subject to each of the following conditions: (i) Property become vacant at least two Business Days five (5) days prior to the related Closing (the “Vacant Homes”), Buyer shall have the right to defer the purchase of the Vacant Homes until such time as Seller enters into a lease for such homes with tenants satisfying qualification standards mutually acceptable to Seller and Buyer, and upon terms reasonably acceptable to Buyer. The closing(s) for the Vacant Homes shall occur on a date mutually acceptable to Seller and Buyer but not later than fifteen (15) days after Seller notifies Buyer that the conditions in the preceding sentence have been satisfied with respect to the applicable Vacant Homes. In such event, the amount of the Purchase Price paid by Buyer at the Closing Date and at each subsequent closing of the Vacant Homes thereafter shall be based on the Assigned Home Value of the homes purchased at each respective closing. Further notwithstanding anything contained in this Agreement to the contrary, if Seller fails to enter into a lease for any of the Vacant Homes with tenants that satisfy Buyer’s tenant qualification standards and upon terms acceptable to Buyer within sixty (60) days after the initial Closing Date, Buyer shall have the right to exclude any such Vacant Homes from the transaction contemplated under this Agreement by delivering written notice to Seller, in which event neither party shall have any further rights or obligations with respect to such Vacant Homes. (b) On or before the Closing Date, the Company parties shall deliver establish the usual form of deed and money escrow with Escrow Holder. Counsel for the respective parties are hereby authorized to execute the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties of the Sellers and the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, escrow trust instructions as specified therein) shall be true and correct well as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers on the related Closing Date the Purchase Price pursuant to Section 4 of this Agreement, by wire transfer of immediately available funds to the account designated by the Companyany amendments thereto.

Closing. The closing for the purchase and sale of the each Mortgage Loan Package Subscription contemplated hereby (the “Closing”) shall take place occur on a closing date (the “Closing Date”) specified in the Closing Notice (as defined below), which closing shall occur on the related same day, and substantially concurrent with, the Acquisition Closing; provided that the Closing shall occur no earlier than immediately after the Initial Merger Effective Time (as defined in the Business Combination Agreement) (the “Transaction Closing Date”). At the Purchaser's option, each Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on the each Closing Date shall be subject to each of the following conditions: Not less than ten (i10) at least two Business Days business days prior to the related anticipated Transaction Closing Date, the Company Issuer shall deliver provide written notice to Subscriber (the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis “Closing Notice”) of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties of the Sellers and the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct as of the related anticipated Transaction Closing Date and no event the Closing Date. Subscriber shall have occurred whichdeliver, with notice or as promptly as practicable following receipt of evidence of issuance of the passage of timeShares described below, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers on the related Closing Date the Purchase Price pursuant to Section 4 of this Agreement, for the Shares by wire transfer of U.S. dollars in immediately available funds to the account specified by the Issuer in the Closing Notice. On the Closing Date immediately after the Initial Merger Effective Time (as defined in the Business Combination Agreement) and prior to the delivery of the Purchase Price for the Shares by the Subscriber, the Issuer shall deliver to Subscriber (1) the Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under applicable securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable; and (2) a copy of the Companyrecords of the Issuer’s transfer agent (the “Transfer Agent”) or other evidence showing Subscriber as the owner of the Shares on and as of the Closing Date (it being understood that the delivery of items (1) and (2) as described in this sentence shall be a condition precedent to Subscriber’s obligation to deliver the Purchase Price). In the event that the Subscriber has not delivered the Purchase Price to the Issuer’s bank account specified in the Closing Notice within one (1) business day of such funding having been initiated in accordance with this agreement (or if such Subscriber has not initiated funding of the Purchase Price within one (1) business day of the Closing), any book entries in the name of Subscriber shall be deemed cancelled. For purposes of this Subscription Agreement, “business day” shall mean a day, other than a Saturday, Sunday or other day on which commercial banks in New York, New York, the Cayman Islands or Singapore are authorized or required by law to close. In the event the Transaction Closing Date does not occur within two (2) business days after the expected Transaction Closing Date, the Issuer shall promptly (but not later than two (2) business days thereafter) return the Purchase Price to Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by Subscriber, and any book entries in the name of Subscriber shall be deemed cancelled; provided that unless this Subscription Agreement has been terminated pursuant to Section 5, such return of funds shall not terminate this Subscription Agreement or relieve Subscriber of its obligation to purchase the Shares at the Closing upon delivery of a new Closing Notice in accordance with the terms of this Section 2.1. Prior to or at Closing, Subscriber shall deliver to Issuer a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8.]

Closing. The closing for of the purchase and sale of the each Mortgage Loan Package Property by Seller to Purchaser (“Closing”) shall take place occur on the related first business day following the expiration of thirty (30) days from and after the date of the auction event at which the Property is being sold, or such earlier date to which Purchaser and Seller may agree (in either event, the “Closing Date”). The Closing shall occur at the offices of the Title Company or, at Seller’s option, at the office of a closing attorney designated by Seller in its sole discretion. At Closing, among other requirements set forth herein, Purchaser shall deliver the Purchase Price to Seller in accordance with Section 3 hereinabove and, if applicable, the amount set forth in Section 32 hereof for the personalty to be conveyed hereunder, and Seller shall deliver the Deed and, if applicable under Section 32 hereof, the Bill of Sale, to Purchaser. In addition, Purchaser and Seller shall execute an assignment and assumption of any Leases and Service Contracts (the "Assignment and Assumption") in a form satisfactory to Seller in its sole discretion, assigning and transferring to Purchaser without warranty by or recourse against Seller, Seller's interest in and under any and all (1) tenant leases in force on the Closing Date covering the Property or any portion thereof (the "Leases"), together with all rentals and other payments arising therefrom on and after the Closing Date, and (2) contract agreements in force on the Closing Date with respect to the operation, maintenance and use of the Property (the "Service Contracts"), together with all rights and obligations of Seller arising from the Leases and the Service Contracts on and after the Closing Date. At If either party fails to close the Purchaser's optionsale under the terms of this Contract, each Closing shall the non-defaulting party will be either: by telephone, confirmed by letter or wire as entitled to exercise the parties shall agree, or conducted remedies provided in person, at such place as Section 16 hereof. Any extension of the parties shall agree. The closing for the Mortgage Loans to be purchased on the each Closing Date shall must be subject to each in writing and executed by ▇▇▇▇▇▇▇▇▇ and Seller in advance of the following conditions: (i) at least two Business Days prior to the related scheduled Closing Date. Notwithstanding the foregoing, Seller shall have the Company shall deliver right, in its sole discretion, to extend the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare for a Mortgage Loan Schedule; (iiperiod of up to ( ) all of the representations and warranties of the Sellers and the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, days as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice it may deem necessary or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers on the related Closing Date the Purchase Price pursuant to Section 4 of this Agreement, by wire transfer of immediately available funds to the account designated by the Companyappropriate.

Closing. (a) The closing for the purchase and sale consummation of the each Mortgage Loan Package Subscription contemplated hereby (the “Closing”) shall take place occur on the related closing date of the Transactions (the “Closing Date. At ”), substantially concurrently with (but not before) the Purchaser's option, each Closing shall be either: by telephone, confirmed by letter or wire as consummation of the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on the each Closing Date shall be Transactions and subject to each the terms and conditions of the following conditions:this Subscription Agreement. (ib) at At least two five (5) Business Days prior to before the related anticipated Closing Date, the Company shall deliver written notice to Subscriber (the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the necessary information to compute the Purchase Price of to the Mortgage Loans delivered on such Company. No later than one (1) Business Day prior to the Closing Date (including accrued interest)as set forth in the Closing Notice, and prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties of the Sellers and the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) Subscriber shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers on the related Closing Date deliver the Purchase Price pursuant (subject to Section 4 of this Agreement, adjustment as described below) for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account designated specified by the Company in the Closing Notice, and such funds shall be held by the Company in escrow, segregated from and not comingled with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), until the Closing Date. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on the Closing Date, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. The aggregate Purchase Price set forth on the signature page hereto shall be reduced by an amount equal to the product of (x) the number of Redeemed Shares that Subscriber owns at the time of the Closing that, after the date hereof, have been withdrawn from being subject to the Redemption Obligation and that otherwise would have been redeemed and are not included as Recycled Shares as such term is defined in the Forward Purchase Agreement (as defined below) multiplied by (y) the Redemption Price (the “Redemption Adjustment Amount”). To the extent that the Redemption Adjustment Amount exceeds the aggregate Purchase Price set forth on the signature page, Subscriber shall not deliver any Purchase Price to the Company for the Subscribed Shares, and the Company shall instead deliver on the Closing Date the amount by which the Redemption Adjustment Amount exceeds the aggregate Purchase Price set forth on the signature page to Subscriber by wire transfer of United States dollars in immediately available funds to such account as Subscriber specifies to the Company from the Company’s Trust Account. In this regard, Subscriber hereby represents to the Company that it is not the owner of any Redeemed Shares as of the date hereof. (c) In the event that the consummation of the Transactions does not occur within two (2) Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company, shall promptly (but in no event later than three (3) Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated to redeliver funds to the Company, as set forth in the Closing Notice, following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are open for the general transaction of business.

Closing. a. The closing of the Subscription contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction and shall occur immediately prior thereto. The Closing and the closing of the Transaction shall occur on December 30, 2016, subject to extension upon five (5) business days’ prior written notice to Subscriber (such date, including as so extended, the “Closing Date”). At least three (3) business days prior to the Closing Date, Subscriber shall deliver to the Company, to be held in escrow until the Closing, the Purchase Price for the purchase and sale Acquired Shares by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in Annex B hereto. Immediately prior to the closing of the each Mortgage Loan Package shall take place Transaction on the related Closing Date, (a) the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber, and (b) upon such release, the Company shall deliver to Subscriber (i) the Acquired Shares in book entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable, and (ii) written notice from the Company or its transfer agent evidencing the issuance to Subscriber of the Acquired Shares on and as of the Closing Date. At In the Purchaser's option, each event the Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased does not occur on the each Closing Date shall be subject to each of the following conditions: (i) at least two Business Days prior to the related Closing Date, the Company shall deliver to the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis of the necessary information to compute promptly (but not later than one (1) business day thereafter) return the Purchase Price to Subscriber. b. The Closing shall be subject to the conditions that, on the Closing Date: (i) no suspension of the Mortgage Loans delivered on qualification of the Acquired Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such Closing Date (including accrued interest)purposes, and prepare a Mortgage Loan Scheduleshall have occurred; (ii) all of the representations and warranties of the Sellers Company and the Company under Subscriber contained in this Subscription Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the related Closing Date Date, and no event consummation of the Closing shall have occurred which, with notice or the passage of time, would constitute a default under reaffirmation by each of the Company and Subscriber of each of the representations, warranties and agreements of each such party contained in this Subscription Agreement or an Event as of Default under the Servicing AgreementClosing Date, but in each case without giving effect to consummation of the Transaction; (iii) the Purchaser Company shall have receivedperformed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable complied with by it at or prior to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereofClosing; (iv) the Company shall have delivered and released obtained approval of the NASDAQ to list the Custodian all documents required pursuant Acquired Shares (other than the Series B Acquired Shares), subject to the Custodial Agreement; andofficial notice of issuance; (v) all other the Company shall have filed the Certificate of Designation relating to the Series B Preferred Stock with the State of Delaware; (vi) no governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition; (vii) the Company shall have received proceeds from debt or equity financings on terms and conditions satisfactory to the Company that, together with the proceeds from the sale of this the Acquired Shares hereunder, will be sufficient for the Company to pay the purchase price for the Transaction pursuant to the Purchase Agreement and the related Assignment on the Closing Date; (viii) the Transaction shall be consummated substantially concurrently with the Closing in accordance with the terms of the Purchase Price Agreement. c. At the Closing, the parties hereto shall execute and Terms Agreement that are required deliver such additional documents and take such additional actions as the parties reasonably may deem to be complied with on or before each Closing Date shall have been complied with. Subject practical and necessary in order to consummate the foregoing conditions, the Purchaser shall pay to the Sellers on the related Closing Date the Purchase Price pursuant to Section 4 of Subscription as contemplated by this Subscription Agreement, by wire transfer of immediately available funds to the account designated by the Company.

Closing. The closing for the purchase and sale of the each Mortgage Loan Package Subscription contemplated hereby (the “Closing”) shall take place occur on the related Closing Date. At date of, and immediately prior to, the Purchaser's option, each Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on the each Closing Date shall be subject to each consummation of the following conditions: Transaction. Not less than three (i3) at least two Business Days prior to the related anticipated closing date of the Transaction (the “Closing Date”), the Company shall provide written notice to Subscriber (the “Funding Notice”) of the anticipated Closing Date, the Applicable Purchase Price for the Shares and instructions for wiring the Applicable Purchase Price for the Shares. For the purposes hereof, “Business Day” means a day, other than Saturday, Sunday or such other day on which commercial banks in New York, New York are authorized or required by applicable laws to close. No later than 5:00 PM EST on the date that is two (2) Business Days prior to the anticipated Closing Date (and, in any event, no more than one (1) Business Day following the Company’s provision of the Funding Notice pursuant to this Section 3.1), Subscriber shall deliver to the Company the Applicable Purchase Price for the Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Funding Notice, such funds to be held by the Company in escrow until the Closing. At the Closing, upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 3, the Company shall deliver to Subscriber the Shares in book-entry form, in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable. In the event the closing of the Business Combination does not occur on the Closing Date, the Company shall deliver to promptly (but not later than two (2) Business Days thereafter) return the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis of the necessary information to compute the Applicable Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties of the Sellers and the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers on the related Closing Date the Purchase Price pursuant to Section 4 of this Agreement, by wire transfer of immediately available funds to the account designated by the CompanySubscriber.

Closing. (a) The closing for the purchase and sale consummation of the each Mortgage Loan Package Subscription contemplated hereby (the “Closing”) shall take place occur on the related Closing Date. At , immediately prior to or concurrently with, and conditioned upon the Purchaser's optioneffectiveness of, each Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on the each Closing Date shall be subject to each consummation of the following conditions:Transaction and the terms and conditions of this Subscription Agreement. (ib) at At least two (2) Business Days prior to before the related anticipated Closing Date, the Company shall deliver written notice to Subscriber (the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the necessary information to compute the Purchase Price of to the Mortgage Loans delivered on such Company. No later than one (1) Business Day prior to the Closing Date (including accrued interest)as set forth in the Closing Notice, and prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties of the Sellers and the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) Subscriber shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers on the related Closing Date deliver the Purchase Price pursuant to Section 4 of this Agreement, for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, and such funds shall be held by the Company in escrow, segregated from and not comingled with the other funds of the Company), until the Closing Date. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on the Closing Date, the Subscribed Shares and Subscribed Warrants in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares and the Subscribed Warrants on and as of the Closing Date. (c) Notwithstanding Section 2(b), if Subscriber informs the Company (1) that it is an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (2) that it is advised by an investment adviser subject to regulation under the Investment Advisers Act of 1940, as amended, or (3) that its internal compliance policies and procedures so require it, then, in lieu of the settlement procedures in Section 2(b), the following shall apply: (i) no later than two (2) Business Days prior to the Closing Date as set forth in the Closing Notice, Subscriber shall provide the Company such information that the Company reasonably requests in order for the Company to issue the Subscribed Securities, including, without limitation, the name of the person in whose name the Subscribed Securities are to be issued (or a nominee as indicated by Subscriber) and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable, (ii) upon confirmation of Subscriber’s available funds necessary to initiate the wiring of the Purchase Price for the Subscribed Securities, but prior to Subscriber’s release of its payment of the Purchase Price for the Subscribed Securities, on the Closing Date the Company shall issue and deliver to Subscriber the Subscribed Securities, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), in book entry form in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable and a copy of the records of the Company’s transfer agent showing Subscriber (or its nominee in accordance with its delivery instructions) as the registered holder of the Subscribed Securities on and as of the Closing Date, and (iii) at 8:00 a.m. New York City time on the Closing Date (or as soon as practicable following receipt of evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Securities on and as of the Closing Date), Subscriber shall deliver the Purchase Price by wire transfer of United States dollars in immediately available funds to the account(s) specified by the Company in the Closing Notice (which shall not be escrow accounts). (d) In the event that the consummation of the Transaction does not occur within five (5) Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company shall promptly (but in no event later than seven (7) Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber to the Company by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated to redeliver funds to the Company following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon satisfaction of the conditions set forth in this Section 2. For the purposes of this Subscription Agreement, “Business Day” means any day other than a Saturday or Sunday, or any other day on which banks located in New York, New York are required or authorized by law to be closed for business.

Closing. The closing for the purchase and sale of the each Mortgage Loan Package shall take place on the related Closing Date. At the Purchaser's option, each the Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on the each Closing Date shall be subject to each of the following conditions: (i) at least two Business Days prior to the related Closing Date, the Company Seller shall deliver to the Purchaser a magnetic diskette, or transmit electronicallyby modem, a listing on a loan-level basis of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such the related Closing Date (including accrued interest), and prepare a the related Mortgage Loan Schedule; (ii) all of the representations and warranties of the Sellers and the Company Seller under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, for an interim period, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company Seller shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers Seller on the related Closing Date the Purchase Price Price, plus accrued interest pursuant to Section 4 of this Agreement, by wire transfer of immediately available funds to the account designated by the CompanySeller.

Closing. The closing for Closing shall occur on the purchase same day, and sale substantially concurrent with but immediately preceding, consummation of the each Mortgage Loan Package Transactions (the date of the Closing, the “Closing Date”) subject to the terms and conditions set forth herein. Not less than five (5) business days prior to the anticipated Closing Date, PubCo shall take place on provide written notice to Subscriber (the related “Closing Notice”) of such anticipated Closing Date. At the Purchaser's option, each Closing Subscriber shall be either: by telephone, confirmed by letter deliver on or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on the each Closing Date shall be subject to each of the following conditions: before two (i2) at least two Business Days business days prior to the related Closing Date, the Company shall deliver to the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties of the Sellers and the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers on the related anticipated Closing Date the Purchase Price pursuant to Section 4 of this Agreement, for the Acquired Securities by wire transfer of U.S. dollars in immediately available funds to the escrow accounts specified by PubCo and MBSC, as applicable, in the Closing Notice, to be held by the escrow agent until the Closing; provided, further, that, in any event, Subscriber will deliver the Common Purchase Price in respect of the Acquired Shares to MBSC prior to the MBSC meeting of shareholders in connection with the Transactions. On the Closing Date, (A) PubCo shall deliver to Subscriber (1) the Notes in book-entry form, delivered in global form through the facilities of The Depository Trust Company (“DTC”), in each case free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement, the Lock-Up Agreement (as defined in the Business Combination Agreement), if applicable, the Investor Rights Agreement (as defined in the Business Combination Agreement) or applicable state or federal securities laws), to the account(s) specified by Subscriber or to a custodian designated by Subscriber, in the name of Subscriber or its nominee (or the nominee of DTC), as applicable, in each case in accordance with Subscriber’s delivery instructions, and (2) evidence showing Subscriber as beneficial owner of the Notes on and as of the Closing Date and (B) MBSC and/or, where Alternative Election PubCo Common Shares are issued, PubCo, shall deliver to Subscriber (1) the Acquired Shares in book-entry form, in each case free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement, the Lock-Up Agreement (as defined in the Business Combination Agreement), if applicable, the Investor Rights Agreement (as defined in the Business Combination Agreement) or applicable state, federal or provincial securities laws), to the account(s) specified by Subscriber or to a custodian designated by Subscriber, in the name of Subscriber or its nominee, as applicable, in each case in accordance with Subscriber’s delivery instructions, and (2) a copy of the records of MBSC’s transfer agent (the “Transfer Agent”) or other evidence showing Subscriber as the beneficial owner of the Acquired Shares on and as of the Closing Date. On the Closing Date or as soon as practicable following the Closing Date, PubCo and MBSC, as applicable, shall have duly paid any transfer taxes payable in connection with the sale of the Acquired Securities. For purposes of this Subscription Agreement, “business day” shall mean a day, other than a Saturday, Sunday or other day on which commercial banks in New York, New York, or Calgary, Alberta, are authorized or required by law to close. Each book-entry for the Acquired Shares and the Underlying Shares (as defined below) shall contain a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE LATER OF (I) THE CLOSING DATE, AND (II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY CANADIAN PROVINCE OR TERRITORY. In the event the consummation of the Transactions does not occur within three (3) business days after the anticipated Closing Date identified in the Closing Notice, PubCo and MBSC shall cause the escrow agent to promptly (but not later than two (2) business days thereafter) return the Notes Purchase Price and the Common Purchase Price, as applicable, to Subscriber by wire transfer of U.S. dollars in immediately available funds to the account designated specified by Subscriber, and any book entries shall be deemed canceled. Notwithstanding such return or cancellation, (x) a failure to close on the Companyanticipated Closing Date specified in the Closing Notice shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in Section 2.2 or 2.3 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement has been terminated in accordance with its terms, Subscriber shall remain obligated (A) to redeliver the funds to PubCo and MBSC in escrow following PubCo’s and MBSC’s delivery to Subscriber of a new Closing Notice and (B) to consummate the Closing upon satisfaction of the conditions set forth in this Section 2.

Closing. The closing for hereunder (“Closing”) shall be held and delivery of all items to be made at the purchase and sale Closing under the terms of this Agreement shall be at the offices of the each Mortgage Loan Package shall take place Escrow Agent on or before ten (10) days following the expiration of the Due Diligence Period, or such other date and time as Buyer and Seller may mutually agree upon in writing (the “Closing Date”). Such date and time may not be extended without the prior written approval of both Seller and Buyer except as set forth in Section 9.5.3. No later than 10:00 a.m. Eastern Time on the related Closing Date. At the Purchaser's option, each Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on the each Closing Date shall be subject to each of the following conditions: (i) at least two Business Days prior to the related Closing Date, (x) Buyer and Seller shall deposit in escrow with the Company Escrow Agent fully executed and acknowledged originals of all the Closing Documents required to be delivered by such party, with the documents to be recorded being in form confirmed by the Escrow Agent to be in satisfactory form for recording, and Buyer shall deliver to deposit in escrow with the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis of the necessary information to compute Escrow Agent the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interestsubject to adjustments described in Section 9.6), together with all other costs and prepare a Mortgage Loan Schedule; (ii) all of amounts to be paid by Buyer at the representations and warranties of the Sellers and the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers on the related Closing Date the Purchase Price pursuant to Section 4 of this Agreement, by Federal Reserve wire transfer of immediately available funds to an account to be designated by the Escrow Agent. No later than 1:00 p.m. Eastern Time on the Closing Date, (a) Buyer will direct the Escrow Agent to (i) pay to Seller by Federal Reserve wire transfer of immediately available funds to an account designated by Seller, the CompanyPurchase Price (subject to adjustments described in Section 9.6), less any costs or other amounts to be paid by Seller at Closing pursuant to the terms of this Agreement, all pursuant to the final Settlement Statement, and (ii) pay all appropriate payees the other costs and amounts to be paid by Buyer at Closing pursuant to the terms of this Agreement and (b) Seller will direct the Escrow Agent to pay to the appropriate payees out of the proceeds of Closing payable to Seller, all costs and amounts to be paid by Seller at Closing pursuant to the terms of this Agreement and the Settlement Statement, and to file the Articles of Transfer and record the Deed. It shall constitute a condition precedent to Seller’s obligations to consummate the Closing hereunder that all of the representations, warranties, covenants, and agreements of Buyer contained herein shall be true and correct and/or shall have been performed, as the case may be, in all material respects. It shall constitute a condition precedent to Buyer’s obligations to consummate the Closing hereunder that all of the material representations, warranties, covenants, and agreements of Seller contained herein shall be true and correct and/or shall have been performed, as the case may be, in all material respects. Additionally, it shall be a condition precedent for each of Buyer’s and Seller’s obligation to consummate the Closing that the Companion Contracts close simultaneously with this Agreement. Buyer’s obligation to consummate the Closing hereunder shall also be subject to the following conditions precedent, any of which may be waived by Buyer in its sole, absolute and unreviewable discretion: (a) There has been no material adverse change to the condition of the Property since the expiration of the Due Diligence Period. (b) The Title Company shall be in a position, subject only to the payment by Purchaser of the costs and fees related thereto and satisfaction of the other conditions set forth in the Title Commitment, to issue at Closing a Title Policy satisfying the requirements set forth in Section 4.2 of this Agreement. (c) Each of the Leases of the Major Tenants (as hereinafter defined) is in full force and effect.

Closing. (a) The closing for the purchase and sale consummation of the each Mortgage Loan Package Subscription contemplated hereby (the “Closing”) shall take place occur on the related closing date of the Transactions (the “Closing Date. At ”) for those Subscribed Shares that the Purchaser's option, each Closing shall Forward Purchase Agreement provides will be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, purchased at such place as time, with such Closing occurring substantially concurrently with (but not before) the parties shall agreeconsummation of the Transactions and subject to the terms and conditions of this Subscription Agreement. The closing purchase of any additional Subscribed Shares as provided for by the Mortgage Loans Forward Purchase Agreement shall occur subsequently to be purchased on the each Closing Date shall be subject to each following the delivery of the following conditions:a Pricing Date Notice. (ib) at At least two five Business Days prior to before the related anticipated Closing Date, the Company shall deliver written notice to Subscriber (the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the necessary information to compute the Purchase Price of to the Mortgage Loans delivered on such Company. No later than one Business Day prior to the Closing Date (including accrued interest)as set forth in the Closing Notice, and prepare a Mortgage Loan Schedule; (ii) all of Subscriber shall provide the representations and warranties of Pricing Date Notice as defined in the Sellers and the Company under this Forward Purchase Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers on the related Closing Date deliver the Purchase Price pursuant (subject to Section 4 adjustment as described below) after netting for requirements as described in Prepayment of this Agreementthe Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account designated specified by the Company in the Closing Notice, and such funds shall be held by the Company in escrow, segregated from and not comingled with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), until the Closing Date. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on the Closing Date, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. (c) In the event that the consummation of the Transactions does not occur within two Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company, shall promptly (but in no event later than three Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein,

Closing. (a) The closing for the purchase purchase, sale and sale issuance of the each Mortgage Loan Package Shares and the Common Warrants pursuant to this Agreement shall take place on at two closings, each of which is referred to in this Agreement as a closing (each, a “Closing”). The initial Closing (the related “Initial Closing”) shall be held two (2) Trading Days after the date hereof, subject to the satisfaction or waiver of all applicable conditions set forth in Section 2.3 (the “Initial Closing Date”). At the Initial Closing, subject to the satisfaction of the conditions and limitations otherwise set forth herein, the Company shall issue and deliver, and the Purchaser shall purchase, the full amount of the Shares and the Common Warrants set forth on Schedule 1 hereto; provided that the Purchaser's option, each ’s subscription at the Initial Closing shall be either: by telephoneequal to the maximum amount allowable under the Listed Company Manual of the New York Stock Exchange (including Section 312.03 any other relevant limiting provision thereof) (together, confirmed by letter the “LCM”) prior to obtaining Stockholder Approval, taking into account the concurrent closings occurring pursuant to the Concurrent Placement Agreement; provided further that the amounts listed on Schedule 1 hereto under the heading “Initial Closing” shall be adjusted to the extent that the amounts listed on Schedule 1 under the heading “Initial Closing” exceed the maximum amount allowable under the LCM and, in such case, any excess amounts removed from Schedule 1 under the heading “Initial Closing” shall be added to Schedule 1 under the heading “Subsequent Closing”. The Purchaser shall purchase the full amount of the Shares and Common Warrants set forth on Schedule 1 hereto not otherwise purchased at the Initial Closing promptly after the Company obtains Stockholder Approval at a subsequent Closing (the “Subsequent Closing”). The sale and issuance in the Subsequent Closing shall be held two (2) Trading Days after receipt of the Stockholder Approval, subject to the satisfaction or wire waiver of all applicable conditions set forth in Section 2.3 (the “Subsequent Closing Date”). (b) On each Closing Date, upon the terms and subject to the conditions set forth herein, including under Section 2.1(a), the Company agrees to sell, and the Purchaser agrees to purchase, at the Per Unit Purchase Price (i) the number of Shares set forth under the heading “Initial Closing” or “Subsequent Closing” on Schedule 1 hereto, as applicable, at the Per Unit Purchase Price and (ii) Common Warrants exercisable for shares of Common Stock as calculated pursuant to Section 2.2(a) and as set forth on Schedule 1 hereto. The Company and the Purchaser shall deliver the other items set forth in Section 2.2 deliverable at a Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, a Closing shall occur remotely or at such location as the parties shall agree, or conducted in person, at such place as the parties shall mutually agree. The closing for Unless otherwise agreed by the Mortgage Loans to be purchased Company and the Purchaser, on the each Closing Date shall be subject to each of the following conditions: (i) at least two Business Days prior to the related Closing Date, the Company shall deliver issue the Shares registered in the Purchaser’s name and address and released by the Transfer Agent directly to the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; (iiaccount(s) all of the representations and warranties of the Sellers and the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or identified by the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers on the related Closing Date the Purchase Price pursuant to Section 4 of this Agreement, by wire transfer of immediately available funds to the account designated by the Company.

Closing. (a) The closing for the purchase and sale consummation of the each Mortgage Loan Package Subscription (the “Closing”) shall take place be contingent upon the Merger, and shall be contingent upon and occur on the related Closing Date immediately prior to or concurrently with the consummation of the Transaction. (b) At least fifteen (15) Business Days before the anticipated Closing Date. At , the Purchaser's option, each Issuer shall deliver written notice to Equity Subscriber (the “Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on the each Closing Date shall be subject to each of the following conditions: Notice”) specifying (i) at least two the anticipated Closing Date and (ii) the wire instructions for delivery of the Subscription Amount to the Issuer. No later than three (3) Business Days after receiving the Closing Notice, Equity Subscriber shall deliver to the Issuer such information as is reasonably requested in the Closing Notice in order for the Issuer to issue the Subscribed Shares to Equity Subscriber. Ten (10) Business Days prior to the related expected Closing DateDate specified in the Closing Notice, the Company Equity Subscriber shall deliver to the Purchaser Issuer, the Subscription Amount in cash via wire transfer to the account specified in the Closing Notice. At the Closing, the Issuer shall issue the Subscribed Shares to Equity Subscriber and cause the Subscribed Shares to be registered in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or state or federal securities laws), in the name of Equity Subscriber (or its nominee in accordance with its delivery instructions) or to a magnetic diskettecustodian designated by Equity Subscriber, or transmit electronically, a listing on a loan-level basis as applicable. In the event that the consummation of the necessary information to compute Transaction does not occur within ten (10) Business Days after the Purchase Price of the Mortgage Loans delivered on such anticipated Closing Date specified in the Closing Notice, the Issuer shall promptly (including accrued interest), and prepare a Mortgage Loan Schedule; but in no event later than ten (ii10) all of Business Days after the representations and warranties of the Sellers and the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct as of the related anticipated Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable the Closing Notice) return the funds so delivered by Equity Subscriber to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers on the related Closing Date the Purchase Price pursuant to Section 4 of this Agreement, Issuer by wire transfer of in immediately available funds to the account designated specified by Equity Subscriber; provided that, unless this Subscription Agreement has been validly terminated pursuant to Section 7 hereof, neither the Companyfailure of the Closing to occur on the Closing Date specified in the Closing Notice nor such return of funds shall (x) terminate this Subscription Agreement, (y) be deemed to be a failure of any of the conditions to Closing set forth in this Section 2, or (z) otherwise relieve any party of any of its obligations hereunder, including Equity Subscriber’s obligation to redeliver the Subscription Amount and purchase the Subscribed Shares at the Closing in the event the Issuer delivers a subsequent Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means any day other than a Saturday, Sunday or a day on which the Federal Reserve Bank of New York is closed. Prior to or at the Closing, Equity Subscriber and Warrant Subscriber shall deliver to the Company a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8.

Closing. The closing for (the “Closing”) of (x) the purchase and sale of the each Mortgage Loan Package Purchased Assets and the assumption of the Assumed Liabilities hereunder and (y) the termination of the Existing Agreements pursuant to Section 2.08 of this Agreement shall take place on simultaneously with the related execution of this Agreement. The Closing Dateshall be deemed effective at the Effective Time. At the Purchaser's optionClosing: (a) Buyers shall pay the Cash Consideration by delivering to Seller Parent, each Closing for the benefit of the Selling Subsidiaries, $1,000,000,000 in immediately available funds by wire transfer to the account set forth on Schedule 2.09(a). (b) All orders for Firm Ordered Inventory (including all payables owed to Buyers by any Seller in respect thereof) shall be either: cancelled automatically without any further action by telephoneany party hereto. (c) Sellers and Irish Buyer shall enter into an Assignment and Assumption Agreement with respect to all of the Purchased Assets (except for those assets described in Section 2.01(a)) in the form previously agreed to by the parties (the “Assignment and Assumption Agreement”). (d) WC US, confirmed WC UK and Buyer Parent shall enter into a Domain Name Transfer Agreement with respect to the Domain Names set forth in Schedule 2.01(a) in the form previously agreed to by letter the parties (the “Domain Name Transfer Agreement”). (e) WC US, Buyer Parent and Irish Buyer shall enter into a Distribution Agreement in the form previously agreed to by the parties (the “Distribution Agreement”). (f) WC US and ▇▇▇ Pharma Inc. shall enter into the Transition Services Agreement in the form previously agreed to by the parties (the “Transition Services Agreement”). (g) Sellers shall deliver or cause to be delivered to Buyers an executed Payoff Letter in the form previously agreed by the parties (the “Payoff Letter”) and shall pay by wire transfer to Credit Suisse that portion of the Payoff Amount (as defined in the Payoff Letter) that is not being wired directly to Credit Suisse by Buyers at Closing, in each case, so that the release of Liens on the Purchased Assets as contemplated by the Payoff Letter shall be effective upon the Closing. (h) Sellers shall deliver or cause to be delivered to Buyers and their respective Affiliates such other deeds, bills of sale, endorsements, consents, assignments and other instruments of conveyance and assignment as the parties and their respective counsel shall agreedeem reasonably necessary to vest in Buyers all right, or conducted in persontitle and interest in, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on the each Closing Date shall be subject to each of the following conditions: (i) at least two Business Days prior to the related Closing Date, the Company shall deliver to the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties of the Sellers and the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers on the related Closing Date the Purchase Price pursuant to Section 4 of this Agreement, by wire transfer of immediately available funds to the account designated by the CompanyPurchased Assets.

Closing. The closing for of the purchase and sale of the each Mortgage Loan Package Subscription (the “Closing”) shall take place occur on the related closing date of the Transaction (the “Closing Date”) and be conditioned upon the prior or substantially concurrent consummation of the Transaction and satisfaction of the other conditions set forth in Section 3 hereof. At Upon delivery of written notice from (or on behalf of) Pagaya to the Purchaser's option, each Investor (the “Closing shall be either: by telephone, confirmed by letter or wire as Notice”) that Pagaya reasonably expects all conditions to the parties shall agree, or conducted in person, at such place as closing of the parties shall agree. The closing for the Mortgage Loans Transaction to be purchased satisfied or waived on an expected closing date that is not less than five (5) business days from the each date on which the Closing Date shall be subject Notice is delivered to each of the following conditions: Investor, the Investor shall, two (i2) at least two Business Days business days prior to the related expected closing date specified in the Closing Date, Notice (or such other date agreed to in writing by Pagaya and the Company shall deliver to the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interestInvestor), and prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties of the Sellers and the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers on the related Closing Date the Purchase Price pursuant to Section 4 of this Agreementdeliver, by wire transfer of U.S. dollars in immediately available funds to the account specified in the Closing Notice, an amount equal to the Subscription Amount to (i) Pagaya and/or (ii) such other account(s) as designated by Pagaya. Pagaya will not use the CompanySubscription Amount or any part thereof until after the Closing. At Closing, Pagaya shall issue the Subscription Shares to the Investor and cause the Subscription Shares to be registered in book-entry form in the name of the Investor (or its nominee in accordance with its delivery instructions, as applicable) on Pagaya’s share register. For purposes of this Subscription Agreement, “business day” shall mean any day other than a Saturday, a Sunday or other day on which commercial banks in New York, New York or Tel-Aviv, Israel are authorized or required by Legal Requirements to close. Prior to or at the Closing Date, the Investor shall deliver to Pagaya a duly completed and executed Internal Revenue Service Form W‑9 or appropriate Form W-8. In the event the Closing does not occur within three (3) business days after the expected closing date specified in the Closing Notice, Pagaya shall promptly (but not later than three (3) business days after the expected closing date specified in the Closing Notice) return or cause the return of the Subscription Amount to the Investor by wire transfer of U.S. dollars in immediately available funds to the account specified by the Investor without any deduction for or on account for any tax, withholding, charges or set-off, and any book-entries for the Subscription Shares shall be deemed cancelled; provided that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Subscription Shares at the Closing. If any termination hereof occurs after the delivery by the Investor of the Subscription Amount for the Subscription Shares and prior to the Closing, Pagaya shall promptly (but not later than three (3) business days thereafter) return or cause the return of the Subscription Amount to the Investor without any deduction for or on account of any tax, withholding, charges or set-off. Pagaya agrees that the Closing Notice delivered in accordance with this Section 2 shall be executed by a duly elected or appointed, qualified and acting officer of Pagaya listed on Schedule C attached hereto, who holds the office set forth opposite the name of such officer as of the date hereof. The signature written opposite the name and title of each officer is the correct and genuine signature of such officer or a true and, correct and complete facsimile thereof.

Closing. The closing for the purchase and sale of the each Mortgage Loan Package Subscription contemplated hereby (the “Closing”) shall take place occur on the related Closing Date. At date of, and immediately prior to, the Purchaser's option, each Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on the each Closing Date shall be subject to each consummation of the following conditions: Transactions. Upon written notice from (ior on behalf of) the Issuer to Subscriber (the “Closing Notice”) at least two 5 Business Days prior to the related date that the Issuer reasonably expects all conditions to the closing of the Transactions to be satisfied (the “Expected Closing Date”), Subscriber shall deliver to the Issuer no later than three Business Days prior to the Expected Closing Date, the Company shall deliver to the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis of the necessary information to compute the Purchase Price of for the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties of the Sellers and the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers on the related Closing Date the Purchase Price pursuant to Section 4 of this AgreementSubscribed Shares, by wire transfer of United States dollars in immediately available funds to the account specified by the Issuer in the Closing Notice, such funds to be held by the Issuer in escrow until the Closing. If the Transactions are not consummated within five Business Days of the Expected Closing Date, the Issuer shall return the Purchase Price to Subscriber by wire transfer of United States dollars in immediately available funds to an account specified by Subscriber. Notwithstanding such return, (i) a failure to close on the Expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 3 to be satisfied or waived on or prior to the Closing Date, and (ii) Subscriber shall remain obligated (A) to redeliver funds to the Issuer in escrow following the Issuer’s delivery to Subscriber of a new Closing Notice and (B) to consummate the Closing upon satisfaction of the conditions set forth in this Section 3, subject to termination of this Agreement in accordance with Section 5 below. At the Closing, upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 3, the Issuer shall deliver to Subscriber the Shares in book entry form in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by the CompanySubscriber, as applicable. For purposes of this Subscription Agreement, “Business Day” means any day that, in New York, New York, is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close.

Closing. The closing for the purchase and sale of the each Mortgage Loan Package shall take place on the related Closing Date. At the Purchaser's option, each Closing Property shall be either: by telephone, confirmed by letter consummated (the “Closing”) on or wire as before the parties shall agree, or conducted in person, at such place as thirtieth (30th) day after the parties shall agree. The closing for the Mortgage Loans to be purchased on the each Closing Date shall be subject to each later of the following conditions: (i) at least two Business Days prior to the related Closing Date, the Company shall deliver to the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties of the Sellers and the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iiix) the Purchaser date Buyer and/or Seller obtains all Required Consents (each party shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable promptly notify each other party to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price Escrow Agent upon receipt of same) and Terms Agreement (y) the Contingency Expiration Date, but in no event shall the Closing occur later than December 30, 2011 (the “Outside Closing Date”), time being of the essence. The Closing shall take place at the offices of the Escrow Agent, or via an escrow administered by the Escrow Agent pursuant to escrow instructions mutually agreed upon among the parties and consistent with the terms of this Agreement. Buyer is entitled to extend the Outside Closing Date for a period of up to thirty (30) days following the Outside Closing Date as originally set forth in the first sentence of this Paragraph 18; provided, however, that are required (A) Seller and Escrow Agent shall receive written notice (the “Extension Notice”) of Buyer's election to be complied with extend the Outside Closing Date on or before each five (5) business days prior to the Outside Closing Date set forth in the first sentence of this Paragraph 18 and (B) concurrently with the Extension Notice, Buyer delivers to Escrow Agent cash or Cash Equivalent in the amount of Fifty Thousand Dollars ($50,000,000.00) (the “Extension Deposit”). The Extension Deposit shall have been complied withbe non-refundable, unless this Agreement is terminated in accordance with the provisions of Paragraphs 20(a) of this Agreement or if Buyer is expressly entitled to a refund of the Deposit pursuant to Paragraph 9(c) or any other provision of this Agreement. Subject to The Extension Deposit shall be credited toward the foregoing conditions, the Purchaser shall pay to the Sellers on the related Closing Date payment of the Purchase Price upon Closing. Seller shall be entitled to extend the Outside Closing Date for a period of up to thirty (30) days following the Outside Closing Date set forth in the first sentence of this Paragraph 18 (or following such later date as Buyer may have extended such date pursuant to Section 4 of this Agreement, a valid Extension Notice) by wire transfer of immediately available funds providing written notice thereof to the account designated by the CompanyBuyer and Escrow Agent on or before three (3) business days prior to such Outside Closing Date.

Closing. a. The closing of the Subscription contemplated hereby (the “Closing”) shall occur on the closing date of the Transaction substantially concurrently with the consummation of the Transaction. Upon not less than five (5) business days’ written notice from (or on behalf of) the Company to Subscriber (the “Closing Notice”) that the Company reasonably expects all conditions to the closing of the Transaction to be satisfied on a date that is not less than five (5) business days from the date of the Closing Notice, Subscriber shall deliver to the Company on the closing date specified in the Closing Notice (the “Closing Date”) the Purchase Price for the purchase Acquired Securities by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice against delivery by the Company to Subscriber of (i) the Acquired Securities in book-entry form, free and sale clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable, (ii) written notice from the Company or its transfer agent evidencing the issuance to Subscriber of the each Mortgage Loan Package shall take place Acquired Securities on and as of the related Closing Date and (iii) written notice from the Company or its transfer agent evidencing the transfer of the Additional Shares. b. The obligations of the Company and Sponsor hereunder are subject to the satisfaction, at or before the Closing Date. At the Purchaser's option, each Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on the each Closing Date shall be subject to of each of the following conditions, provided that these conditions may be waived by the Company and the Sponsor at any time by providing prior written notice of such waiver: (i) at least two Business Days prior to the related Closing Date, the Company shall deliver to the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties of the Sellers and the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company Subscriber shall have delivered and released to the Custodian all documents required pursuant to Company the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related applicable Purchase Price and Terms Agreement that are required to be complied with on or before each for the Acquired Securities being purchased by Subscriber at the Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers on the related Closing Date the Purchase Price pursuant to Section 4 of this Agreement, by wire transfer of immediately available funds pursuant to the account designated wire transfer instructions provided by the Company; (ii) all representations and warranties of Subscriber contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or material adverse effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by Subscriber of each of the representations, warranties and agreements of each such party contained in this Subscription Agreement as of the Closing Date, but in each case without giving effect to consummation of the Transaction; (iii) no governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition; and (vi) all conditions precedent to the closing of the Transaction set forth in the Business Combination Agreement, including the approval of the Company’s stockholders, shall have been satisfied or waived. c. The obligations of Subscriber hereunder are subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for Subscriber’s sole benefit and may be waived by such Subscriber at any time: (i) the Company shall have delivered to Subscriber the Acquired Securities being purchased by Subscriber at the Closing pursuant to this Subscription Agreement; (ii) Sponsor shall have delivered to Subscriber the Additional Shares being purchased by the Subscriber at the Closing pursuant to this Subscription Agreement; (iii) all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or material adverse effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (except with respect to representations and warranties made as of a particular date, which shall be true and correct in all material respects as of the date specified), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations, warranties and agreements of each such party contained in this Subscription Agreement as of the Closing Date (except with respect to representations and warranties made as of a particular date), but in each case without giving effect to consummation of the Transaction, and Subscriber shall have received a certificate, executed by the duly authorized officer of the Company, dated as of the Closing Date, to the foregoing effect; (iv) no governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition; (v) no suspension of the qualification of the Acquired Securities for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred; (vi) the Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing; (vii) the Company’s Class A Common Stock shall be listed on the NASDAQ Capital Market (“Nasdaq”), and the Company shall have obtained approval of Nasdaq to list the shares of Class A Common Stock issuable upon conversion of the Preferred Shares (the “Conversion Shares”) or upon exercise of the Warrants (the “Warrant Exercise Shares”), subject to official notice of issuance, and no notice of delisting (or notice that the listing or quotation of the Class A Common Stock will be conditioned or delayed) shall have been received from Nasdaq; (viii) all conditions precedent to the closing of the Transaction set forth in the Business Combination Agreement, including the approval of the Company’s stockholders, shall have been satisfied or waived; (ix) the Transaction shall have been, or substantially concurrently with the Closing shall be, consummated in accordance with the terms of the Business Combination Agreement, dated as of December 20, 2016, and the Side Letter, dated as of December 20, 2016, by and between the Company and the Sponsor (the “Side Letter”, and collectively with the Business Combination Agreement, the “Company Transaction Documents”); and (x) (i) the provisions of the Company Transaction Documents relating directly or indirectly to the right of holders of Class A Common Stock to redeem all or a portion of their shares of Class A Common Stock in connection with the Closing or to payments by any person to the Company in connection with such redemptions, including Section 6.3(d) of the Business Combination Agreement and Section 1(b) of the Side Letter and any related defined terms, shall not have been amended or modified in a manner that would have an adverse effect, in any respect, on the Subscriber’s investment in the Acquired Securities, and none of the Company’s rights with respect to such provisions shall have been waived in a manner that would have an adverse effect, in any respect, on the Subscriber’s investment in the Acquired Securities, and (ii) the Company Transaction Documents shall not otherwise have been amended or modified in a manner that would have an adverse effect, in any material respect, on the Subscriber’s investment in the Acquired Securities, and none of the Company’s other rights under the Company Transaction Documents shall have been waived in a manner that would have an adverse effect, in any material respect, on the Subscriber’s investment in the Acquired Securities, in each case without the prior written consent of Subscriber. d. At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the Subscription as contemplated by this Subscription Agreement.

Closing. a. The closing for the purchase and sale of the each Mortgage Loan Package Subscription contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction and shall take place on occur immediately prior thereto. Not less than five (5) business days prior to the related scheduled closing date of the Transaction (the “Closing Date”), the Issuer shall provide written notice to Subscriber (the “Closing Notice”) of such Closing Date. At Subscriber shall deliver to the Purchaser's optionIssuer at least one (1) business day prior to the Closing Date, each to be held in escrow until the Closing, the Purchase Price for the Acquired Shares by wire transfer of U.S. dollars in immediately available funds to the account specified by the Issuer in the Closing Notice. b. On the Closing Date, the Issuer shall deliver to Subscriber (i) the Acquired Shares in certificated or book entry form (at the Issuer’s election), free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable and (ii) a copy of the records of the Issuer’s transfer agent (the “Transfer Agent”) showing Subscriber as the owner of the Acquired Shares on and as of the Closing Date. In the event the Transaction does not occur within one (1) business day of the Closing, the Issuer shall promptly (but not later than two (2) business days thereafter) return the Purchase Price to Subscriber, and any book entries or share certificates shall be either: by telephone, confirmed by letter or wire as deemed cancelled and any share certificates shall be promptly (but not later than two (2) business days thereafter) returned to the parties shall agree, or conducted in person, at such place as the parties shall agree. Issuer. c. The closing for the Mortgage Loans to be purchased on the each Closing Date shall be subject to each of the following conditionsconditions that, on the Closing Date: (i) at least two Business Days prior to no suspension of the related Closing Date, qualification of the Company shall deliver to the Purchaser a magnetic disketteAcquired Shares for offering or sale or trading in any jurisdiction, or transmit electronicallyinitiation or threatening of any proceedings for any of such purposes, a listing on a loan-level basis of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Scheduleshall have occurred; (ii) all of the representations and warranties of the Sellers Issuer and the Company under Subscriber contained in this Subscription Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct in all material respects as of the related Closing Date Date, and no event consummation of the Closing shall have occurred which, with notice or the passage of time, would constitute a default under reaffirmation by each of the Issuer and Subscriber of each of the representations, warranties and agreements of each such party contained in this Subscription Agreement or an Event as of Default under the Servicing AgreementClosing Date; (iii) the Purchaser Issuer shall have receivedperformed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable complied with by it at or prior to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereofClosing; (iv) the Company no governmental authority shall have delivered enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and released has the effect of making consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to the Custodian all documents required pursuant to the Custodial Agreementimpose any such prevention or prohibition; and (v) all other terms and conditions precedent to the closing of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date Transaction, including the approval of the Issuer’s shareholders, shall have been complied with. Subject satisfied or waived (other than those conditions that may only be satisfied at the closing of the Transaction, but subject to satisfaction of such conditions as of the foregoing conditionsclosing of the Transaction). d. At the Closing, the Purchaser parties hereto shall pay execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the Sellers on the related Closing Date the Purchase Price pursuant to Section 4 of Subscription as contemplated by this Subscription Agreement, by wire transfer of immediately available funds to the account designated by the Company.

Closing. (a) The closing for the purchase and sale consummation of the each Mortgage Loan Package Subscription contemplated hereby (the “Closing”) shall take place occur on the related closing date of the Transaction (the “Closing Date. At ”), immediately prior to or substantially concurrently with the Purchaser's option, each Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on the each Closing Date shall be subject to each consummation of the following conditions:Transaction. (ib) at At least two five (5) Business Days prior to before the related anticipated Closing Date, the Company shall deliver written notice to Subscriber (the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties of the Sellers and the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other Company. No later than the Purchaser as required pursuant three (3) Business Days prior to the terms hereof; (iv) the Company Closing Date, Subscriber shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers on the related Closing Date deliver the Purchase Price pursuant to Section 4 of this Agreement, for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account designated specified by the Company in the Closing Notice, such funds to be held by the Company in escrow until the Closing, and deliver to the Company such information as is reasonably requested in the Closing Notice in order for the Company to issue the Subscribed Shares to Subscriber, including, without limitation, the legal name of the person (or nominee if so instructed by the Subscriber) in whose name the Subscribed Shares are to be issued and a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. Notwithstanding the foregoing and for the avoidance of doubt, in the case of a Subscriber that is an “investment company” registered under the Investment Company Act of 1940, as amended, Subscriber shall deliver to the Company on the anticipated Closing Date the Purchase Price for the Subscribed Shares by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in the Closing Notice (which account shall not be an escrow account) against delivery to the undersigned of the Subscribed Shares in book entry form, including evidence from the Company’s transfer agent of such issuance, on the Closing Date as described below. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) at the Closing, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under applicable securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. In the event that the consummation of the Transaction does not occur within three (3) Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise reasonably agreed to in writing by Ajax, the Company and the Subscriber, the Company shall promptly (but in no event later than two (2) Business Days thereafter) return the funds so delivered by Subscriber to the Company by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 7 herein, Subscriber shall remain obligated (A) to redeliver funds to the Company following the Company’s delivery to Subscriber of a new Closing Notice and (B) to consummate the Closing upon satisfaction of the conditions set forth in this Section 2. For the purposes of this Subscription Agreement, “Business Day” means any day other than a Saturday, Sunday or any other day on which commercial banks are required or authorized to remain closed in the State of New York or the United Kingdom. Each register and book entry for the Subscribed Shares shall contain a notation in substantially the following form: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS.”

Closing. a. The closing for the purchase and sale consummation of the each Mortgage Loan Package Subscription contemplated hereby (the “Closing”) shall take place be contingent upon, and occur on the related Closing Date. At the Purchaser's option, each Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on the each Closing Date shall be subject immediately prior to each or concurrently with the consummation of the following conditions:Transaction. b. At least five (i5) at least two Business Days prior to before the related anticipated Closing Date, the Company shall deliver written notice to Subscriber (the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the necessary information to compute the Purchase Price to the Company. No later than two (2) Business Days after receiving the Closing Notice, Subscriber shall deliver to the Company such information as is reasonably requested in the Closing Notice in order for the Company to issue the Subscribed Notes to Subscriber. Subscriber shall deliver to the Company, prior to 9:30 a.m. (Eastern time)(or as soon as practicable after the Company or its transfer agent delivers evidence of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; (ii) all issuance to Subscriber of the representations and warranties of the Sellers and the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct Subscribed Notes on as of the related Closing Date and no event shall have occurred whichDate), with notice or on the passage of timeClosing Date, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) Purchase Price in cash via wire transfer to the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as account specified in Section 11 the Closing Notice against delivery (with such delivery to occur promptly following receipt of this Agreement, the Purchase Price) by the Company to Subscriber of the Subscribed Notes in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required book entry form pursuant to the terms hereof; DWAC procedures of the Depository Trust Company (iv“DTC”), which will act as securities depository for the Notes, free and clear of any liens, encumbrances or other restrictions (other than those arising under the Indenture, this Subscription Agreement or state or federal securities laws), in the name of Subscriber or a custodian designated by Subscriber (which custodian shall have properly posted such DWAC for release by the Trustee through the facilities of DTC), as applicable. In the event that the consummation of the Transaction does not occur within one (1) Business Day after the anticipated Closing Date specified in the Closing Notice, the Company shall have promptly (but in no event later than two (2) Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered and released by Subscriber to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers on the related Closing Date the Purchase Price pursuant to Section 4 of this Agreement, Company by wire transfer of in immediately available funds to the account designated specified by Subscriber and any Subscribed Notes shall be transferred by DWAC to the CompanyTrustee and deemed cancelled and no amounts will be owned under such Subscribed Notes; provided that, unless this Subscription Agreement has been validly terminated pursuant to Section 6 hereof, neither the failure of the Closing to occur on the Closing Date specified in the Closing Notice nor such return of funds shall (x) terminate this Subscription Agreement, (y) be deemed to be a failure of any of the conditions to Closing set forth in Section 2(c) hereof, or (z) otherwise relieve any party of any of its obligations hereunder, including Subscriber’s obligation to redeliver the Purchase Price and purchase the Subscribed Notes at the Closing in the event the Company delivers a subsequent Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means any day other than a Saturday, Sunday or a day on which the Federal Reserve Bank of New York is closed.

Closing. The closing for the purchase and sale of the each Mortgage Loan Package shall take place issuance of the Shares contemplated hereby (the “Subscription Closing”) is expected to occur on or about 5 of December 2022 (the related “Closing Date. At the Purchaser's option, each Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree”). The closing Company shall provide wire instructions for the Mortgage Loans to be purchased on the each Closing Date shall be subject to each delivery of the following conditions: Subscription Price by the undersigned to the Company. The undersigned shall instruct its custodian bank to deliver to the Company, until the Closing Date, the Subscription Price by wire transfer of United States dollars in immediately available funds to the account specified by the Company in such wire instructions. On the Closing Date, upon satisfaction (ior, if applicable, waiver) at least two Business Days of the conditions set forth in Section 3 hereof and prior to the related Closing Daterelease of the Subscription Price by the undersigned, the Company shall deliver to the Purchaser a magnetic disketteundersigned (i) the Shares in book-entry form, free and clear of any liens or transmit electronicallyother restrictions whatsoever (other than those arising under state or federal securities laws as set forth herein), a listing on a loan-level basis in the name of the necessary information undersigned (or its nominee in accordance with its delivery instructions) or to compute a custodian designated by the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interest)undersigned, as applicable, and prepare a Mortgage Loan Schedule; (ii) all if requested, a copy of the representations and warranties records of the Sellers Company’s transfer agent (the “Transfer Agent”) showing the undersigned (or such nominee or custodian) as the owner of the Shares on and the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct as of the related Closing Date Date; provided that, (x) if such book entry is made prior to the Company’s receipt of the Subscription Price from the undersigned and no event shall have occurred which(y) such Subscription Price is not received by the Company on the Closing Date, with notice or the passage then without limiting any rights of time, would constitute a default any party under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Subscription Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company shall have delivered and released to may, without any action of the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required undersigned, cause such book entries to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditionsautomatically cancelled, the Purchaser shall pay to the Sellers on the related Closing Date the Purchase Price pursuant to Section 4 void and of this Agreement, by wire transfer of immediately available funds to the account designated by the Companyno further force and effect.

Closing. (a) The closing for the purchase and sale of the each Mortgage Loan Package Subscription contemplated hereby (the “Subscription Closing”) is contingent upon the substantially concurrent consummation of the Acquisition and shall take place occur substantially concurrently therewith. Not less than three (3) business days prior to the scheduled closing date of the Acquisition (the “Closing Date”), Sable shall provide written notice to Subscriber (the “Closing Notice”) of (i) such Closing Date and (ii) the wire instructions for delivery of the Purchase Price. On the Closing Date, Sable shall deliver, or cause to be delivered, to Subscriber (A) the Acquired Shares in book entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable, and (B) a copy of the records of Sable showing Subscriber as the owner of the Acquired Shares on and as of the related Closing Date. At No less than two (2) business days prior to the Purchaser's optionClosing Date, each Subscriber shall deliver to Sable (1) the Purchase Price for the Acquired Shares by wire transfer of U.S. dollars in immediately available funds to the account specified by Sable in the Closing Notice, such funds to be held in escrow until the Subscription Closing[, (2) if Sable notifies Subscriber in the Closing Notice that Sable does not intend to consummate the ▇▇▇▇▇▇, a duly executed counterpart of the limited liability company agreement of Sable enclosed herewith (the “Limited Liability Company Agreement”)]1 and (3) such information as is reasonably requested in the Closing Notice in order for Sable to cause the Acquired Shares to be issued and delivered to Subscriber. In the event the closing of the Acquisition does not occur within one (1) business day of the Closing Date, unless otherwise 1 Bracketed language is not included in certain Sable PIPE Subscription Agreements agreed to in writing by Sable and the Investor, Sable shall promptly (but not later than one (1) business day thereafter) return the Purchase Price to Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by Subscriber, and any book entries shall be either: by telephonedeemed cancelled; provided, confirmed by letter that unless this Subscription Agreement has been terminated pursuant to Section 6 hereof, such return of the Purchase Price shall not terminate the Subscription Agreement or wire as relieve the parties Subscriber of its obligation to purchase the Acquired Shares at the Subscription Closing following Sable’s delivery to Subscriber of a new Closing Notice. Prior to the Closing Date, Subscriber shall agreedeliver to Sable a duly completed and executed Internal Revenue Service Form W-9 or appropriate Internal Revenue Service Form W-8. (b) In addition to the conditions set forth in Section 2(a), or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on the each Subscription Closing Date shall be subject to each the satisfaction (or waiver (to the extent legally permissible) in writing by the party having the benefit of the following conditionsapplicable condition) of the conditions that, on the Closing Date: (i) at least two Business Days prior solely with respect to Sable, the representations and warranties made by Subscriber in this Subscription Agreement shall be true and correct in all material respects as of the Subscription Closing (other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects as of such date) (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true in all respects), in each case without giving effect to the related Closing Date, the Company shall deliver to the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis consummation of the necessary information to compute Acquisition or the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan ScheduleMerger; (ii) all of solely with respect to Subscriber, the representations and warranties of the Sellers and the Company under made by Sable in this Agreement and under the Servicing Subscription Agreement (with respect to each Mortgage Loanother than the representations and warranties set forth in Section 3(b), as specified thereinSection 3(d) and Section 3(h)) shall be true and correct in all material respects as of the related Subscription Closing Date (other than those representations and no event warranties expressly made as of an earlier date, which shall have occurred whichbe true and correct in all material respects as of such date) (other than representations and warranties that are qualified as to materiality, with notice which representations and warranties shall be true in all respects), and the representations and warranties made by Sable set forth in Section 3(b), Section 3(d) and Section 3(h) shall be true and correct in all respects as of the Subscription Closing (other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all respects as of such date) in each case without giving effect to the consummation of the Acquisition or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing AgreementMerger; (iii) the Purchaser solely with respect to Subscriber, ▇▇▇▇▇ shall have receivedperformed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable complied with by it at or prior to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereofSubscription Closing; (iv) the Company solely with respect to Sable, Subscriber shall have delivered performed, satisfied and released complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Custodian all documents required pursuant Subscription Closing; (v) [solely with respect to Subscriber, the Custodial California State Lands Commission shall have approved for execution (1) Lease 7163 by and between the State of California, as Lessor, and ExxonMobil Corporation or Pacific Offshore Pipeline Company, as Lessee, and (2) Lease 4977 by and between the State of California, as Lessor, and Pacific Offshore Pipeline Company, as Lessee;]2 (vi) there shall not be any law or order of any governmental authority having jurisdiction restraining, enjoining or otherwise prohibiting or making illegal the consummation of the transactions contemplated by this Subscription Agreement; (vii) no suspension of the qualification of the Acquired Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred; and (vviii) all other terms and conditions precedent to the closing of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date Acquisition shall have been complied with. Subject satisfied or waived (other than those conditions that may only be satisfied at the closing of the Acquisition, but subject to satisfaction of such conditions as of the foregoing conditionsclosing of the Acquisition). (c) At the Subscription Closing, the Purchaser parties hereto shall pay execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the Sellers on the related Closing Date the Purchase Price pursuant to Section 4 of transactions contemplated by this Subscription Agreement, by wire transfer of immediately available funds to the account designated by the Company.

Closing. The closing for the purchase and sale of the each Mortgage Loan Package shall take place on the related Closing Date. At the Purchaser's option, each Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on the each Closing Date shall be subject to each of the following conditions: (i) at least two Business Days prior to the related Closing Date, the Company Seller shall deliver to the Purchaser a magnetic diskette, or transmit electronicallyby modem, a listing on a loan-level basis of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties of the Sellers and the Company Seller under this Agreement and of the Interim Servicer under the Interim Servicing Agreement (with respect to each Mortgage LoanLoan for an interim period, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Interim Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (viv) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers Seller on the related Closing Date the Purchase Price Price, plus accrued interest pursuant to Section 4 of this Agreement, by wire transfer of immediately available funds to the account designated by the CompanySeller.

Closing. (a) The consummation of the Subscription contemplated hereby (the “Closing”) shall occur at such time when those Subscribed Shares that the Forward Purchase Agreement provides will be purchased , and subject to the terms and conditions of this Subscription Agreement. The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur following the delivery of a Pricing Date Notice. Each date of the closing for of the purchase and sale of the each Mortgage Loan Package shall take place on Subscribed Shares, the related “Closing Date. At the Purchaser's option, each Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree”. The closing for the Mortgage Loans to be purchased on the each Closing Date shall be subject to each of the following conditions: (i) at least two Business Days purchase of the Subscribed Shares pursuant to the initial Pricing Date Notice delivered prior to the related consummation of the Business Combination shall be referred to as the “First Closing”. (b) Promptly before the anticipated Closing Date, the Company shall deliver written notice to Subscriber (the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the necessary information to compute the Purchase Price of to the Mortgage Loans delivered on such Company. No later than one Business Day prior to the Closing Date (including accrued interest)as set forth in the Closing Notice, and prepare a Mortgage Loan Schedule; (ii) all of Subscriber shall provide the representations and warranties of Pricing Date Notice as defined in the Sellers and the Company under this Forward Purchase Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers on the related Closing Date deliver the Purchase Price pursuant (subject to Section 4 adjustment as described below) after netting for requirements as described in Prepayment of this Agreementthe Forward Purchase Agreement as it relates to Additional Shares, for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account designated specified by the Company in the Closing Notice, and such funds shall be held by the Company in escrow, segregated from and not comingled with the other funds of the Company (and in no event will such funds be held in the Trust Account (as defined below)), until the Closing Date. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) on the Closing Date, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. (c) In the event that the consummation of the Transactions does not occur within two Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company, shall promptly (but in no event later than three Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated to redeliver funds to the Company, as set forth in the Closing Notice, following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following the Company’s delivery to Subscriber of a new Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are open for the general transaction of business.

Closing. a. The closing for the purchase and sale of the each Mortgage Loan Package Subscription contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transactions and shall take place on occur immediately prior thereto. Not less than seven (7) business days prior to the related scheduled closing date of the Transactions (the “Closing Date. At ”), the Purchaser's option, each Company shall provide written notice to Subscriber (the “Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on the each Closing Date shall be subject to each of the following conditions: Notice”) specifying (i) that the Company reasonably expects all conditions to the closing of the Transactions to be satisfied on a date that is not less than seven (7) business days from the date of the Closing Notice and (ii) instructions for wiring the Purchase Price for the Acquired Shares. Subscriber shall deliver to the Company at least two Business Days (2) business days prior to the related Closing Date, to be held in escrow until the Closing, the Purchase Price for the Acquired Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice. On the Closing Date, the Company shall deliver to Subscriber the Purchaser a magnetic disketteAcquired Shares in book entry form, or transmit electronically, a listing on a loan-level basis of the necessary information to compute and the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber. In the event the Closing does not occur on the Closing Date, the Company shall promptly (but not later than one (1) business day thereafter) return the Purchase Price to Subscriber. b. The Closing shall be subject to the conditions that, on the Closing Date: (i) no suspension of the Mortgage Loans delivered on qualification of the Acquired Shares for offering or sale or trading in any jurisdiction, or initiation or threatening in writing of any proceedings for any of such Closing Date (including accrued interest)purposes, and prepare a Mortgage Loan Scheduleshall have occurred; (ii) all of the representations and warranties of the Sellers Company and the Company under Subscriber contained in this Subscription Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct in all material respects as of the related Closing Date Date, and no event consummation of the Closing shall have occurred which, with notice or the passage of time, would constitute a default under reaffirmation by each of the Company and Subscriber of each of the representations, warranties and agreements of each such party contained in this Subscription Agreement or an Event as of Default under the Servicing AgreementClosing Date; (iii) the Purchaser no governmental authority shall have receivedenacted, issued, promulgated, enforced or entered any judgment, order, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the Purchaser's attorneys shall have received in escroweffect of making consummation of the transactions contemplated hereby illegal or otherwise restricting, all closing documents as specified in Section 11 prohibiting or enjoining consummation of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof;transactions contemplated hereby; and (iv) the Company shall have delivered and released all conditions precedent to the Custodian all documents required pursuant to closing of the Custodial Transactions set forth in the Merger Agreement; and (v) all other terms and conditions , including the approval of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date Company’s stockholders, shall have been complied with. Subject to satisfied or waived. c. At the foregoing conditionsClosing, the Purchaser parties hereto shall pay execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the Sellers on the related Closing Date the Purchase Price pursuant to Section 4 of Subscription as contemplated by this Subscription Agreement, by wire transfer of immediately available funds to the account designated by the Company.

Closing. (a) The closing for the purchase and sale consummation of the each Mortgage Loan Package Subscription (the “Closing”) shall take place occur on the related Transaction Closing Date. , immediately following the Amalgamations and the satisfaction or waiver of the conditions set forth in this Section 2. (b) At least five (5) Business Days before the Purchaser's optionanticipated Transaction Closing Date, each Closing PubCo shall be either: by telephone, confirmed by letter deliver or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans cause to be purchased on delivered written notice to Subscriber (the each “Closing Date shall be subject to each of the following conditions: Notice”) specifying (i) at least two the anticipated Transaction Closing Date and (ii) the wire instructions for delivery of the Purchase Price. No later than three (3) Business Days prior to the related anticipated Transaction Closing DateDate as set forth in the Closing Notice, the Company Subscriber shall deliver to the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis of the necessary information to compute PubCo (A) the Purchase Price in cash via wire transfer to the account specified in the Closing Notice (which cash shall be held in a non-interest bearing escrow account for the benefit of the Mortgage Loans delivered Subscribers until the Closing), and (B) such information as is reasonably requested in the Closing Notice in order for PubCo to issue the Subscribed Shares to Subscriber at the Closing including, without limitation, the legal name of the person in whose name the Subscribed Shares are to be issued and a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. PubCo shall deliver to Subscriber (i) at the Closing, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement, the governing and organizational documents of PubCo or applicable securities laws and other than those imposed by or on Subscriber or Subscriber’s assets), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable, and (ii) as promptly as practicable after the Closing, written notice from PubCo or its transfer agent evidencing the issuance to Subscriber of the Subscribed Shares on and as of the Transaction Closing Date. Notwithstanding the foregoing two sentences, for any Subscriber that informs PubCo (1) that it is an investment company registered under the Investment Company Act of 1940, as amended or (2) that it is advised or sub-advised by an investment adviser subject to regulation under the Investment Advisers Act of 1940, as amended, then, in lieu of the settlement procedures in the foregoing two sentences, the following shall apply: such Subscriber shall initiate funding of the Purchase Price no later than 9:00 a.m. New York City time on the Transaction Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; (ii) all or as soon as practicable following receipt of evidence from PubCo’s transfer agent reasonably acceptable to the Subscriber of the representations and warranties issuance to Subscriber of the Sellers Subscribed Shares on and the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct as of the related Transaction Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iiiDate) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers on the related Closing Date the Purchase Price pursuant to Section 4 of this Agreement, by wire transfer of United States dollars in immediately available funds to the account specified by PubCo in the Closing Notice against delivery by PubCo to Subscriber of the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under applicable securities laws and other than those imposed by Subscriber), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable, and evidence from PubCo’s transfer agent reasonably acceptable to the Company.Subscriber of the issuance to Subscriber of the Subscribed Shares on and as of the Transaction Closing Date. In the event that the consummation of the Transaction does not occur within three (3) Business Days after the anticipated Transaction Closing Date specified in the Closing Notice, unless Subscriber otherwise agrees in writing, PubCo shall promptly (but in no event later than four (4) Business Days after the anticipated Transaction Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber to PubCo by wire transfer of United States dollars in immediately available funds to the account specified by Subscriber, and, to the extent that any Subscribed Shares have been delivered to Subscriber, such Subscribed Shares shall be deemed repurchased and any related book entries shall be cancelled. For the avoidance of doubt, unless this Subscription Agreement has been terminated pursuant to Section 8, the

Closing. The closing for the purchase and sale of the each Mortgage Loan Package Subscription contemplated hereby (the “Closing”) shall take place on occur substantially concurrent with the related consummation of the Transactions Closing (the date of the Closing, the “Closing Date. At ”) subject to the Purchaser's option, each terms and conditions set forth herein; provided that the Closing shall be either: by telephoneoccur after the First Effective Time (as defined in the Business Combination Agreement, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree“First Effective Time”). The closing for the Mortgage Loans to be purchased on the each Closing Date shall be subject to each of the following conditions: Not less than five (i5) at least two Business Days business days prior to the related anticipated Closing Date, the Company Issuer shall provide written notice to Subscriber (the “Closing Notice”) of such anticipated Closing Date. No later than three business days after receiving the Closing Notice, Subscriber shall deliver to the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis of Issuer such information as is reasonably requested in the necessary information Closing Notice in order for the Issuer to compute issue the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties of the Sellers Shares and the Company under this Agreement and under the Servicing Agreement (with respect Warrants to each Mortgage Loan, as specified therein) Subscriber. Subscriber shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with deliver on or before each Closing Date shall have been complied with. Subject two (2) business days prior to the foregoing conditions, the Purchaser shall pay to the Sellers on the related anticipated Closing Date the Purchase Subscription Price pursuant to Section 4 of this Agreement, for the Shares by wire transfer of U.S. dollars in immediately available funds to the escrow account specified by the Issuer in the Closing Notice, to be held by the escrow agent until the Transactions Closing. Not later than one (1) business day after the Closing Date, the Issuer shall register, or cause to be registered in the records of the Issuer’s transfer agent (the “Transfer Agent”), the Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under applicable securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable. For purposes of this Subscription Agreement, “business day” shall mean a day, other than a Saturday, Sunday or other day on which commercial banks in New York, the Cayman Islands or Brazil are authorized or required by law to close. In the event the Closing Date does not occur within three (3) business days after the anticipated Closing Date identified in the Closing Notice, the Issuer shall cause the escrow agent to promptly (but not later than three (3) business days thereafter) return the Subscription Price to Subscriber by wire transfer of U.S. dollars in immediately available funds to the account designated specified by Subscriber, and any book entries shall be deemed cancelled; provided that unless this Subscription Agreement has been validly terminated pursuant to Section 5, neither the Companyfailure of the Closing to occur on the Closing Date nor such return of funds shall (a) terminate this Subscription Agreement, (b) be deemed to be a failure of any of the conditions of Closing set forth in Section 2.3, or (c) relieve Subscriber of its obligation to purchase the Shares at the Closing upon delivery of a new Closing Notice in accordance with the terms of this Section 2.1. Prior to or at Closing, Subscriber shall deliver to Issuer a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8.

Closing. The closing for a. Subject to the purchase and sale terms of this Subscription Agreement, the consummation of the each Mortgage Loan Package Subscription contemplated hereby (the “Closing”) shall take place occur on the related Closing Date. At the Purchaser's option, each Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on the each Closing Date shall be subject immediately prior to each or substantially concurrently with the consummation of the following conditions:Transaction. b. At least five (i5) at least two Business Days prior to before the related anticipated Closing Date, the Company shall deliver written notice to Subscriber (the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the necessary information to compute the Purchase Price of to the Mortgage Loans delivered on Company. No later than two (2) Business Days after receiving the Closing Notice, Subscriber shall deliver to the Company such information as is reasonably requested in the Closing Notice in order for the Company to issue the Subscribed Shares to Subscriber. Subscriber shall deliver to the Company, no later than one (1) Business Day prior to the Closing Date as set forth in the Closing Notice, (including accrued interest), and prepare a Mortgage Loan Schedule; (iia) all of the representations and warranties of the Sellers and the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers on the related Closing Date the Purchase Price pursuant to Section 4 of this Agreement, for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, such funds to be held by the Company in escrow until the Closing and (b) such information as is reasonably requested in the Closing Notice in order for the Company to issue the Subscribed Shares to Subscriber at the Closing. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) at the Closing, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable state or federal securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable, and (ii) written notice from the CompanyCompany or its transfer agent evidencing the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. In the event that the consummation of the Transaction does not occur within two (2) Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company shall promptly (but in no event later than one (1) Business Day thereafter) return the funds so delivered by Subscriber to the Company by wire transfer in immediately available funds to the account specified by Subscriber and any book entries shall be deemed cancelled. Subscriber shall not be required to deliver to the Company on more than two (2) occasions, the Purchase Price pursuant to a Closing Notice. Notwithstanding such return or cancellation, a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date. For the purposes of this Subscription Agreement, “Business Day” means any day other than a Saturday, Sunday or a day on which the Federal Reserve Bank of New York is closed.

Closing. The time of closing of the Contract (the "Closing") shall (unless mutually otherwise agreed) occur at the office of the Title Insurer on the date thirty (30) days after the later of the exercise of the Option pursuant to Section 26.2(A)(i) and (ii) or Landlord's receipt of both the survey and title commitment. Rents, premiums under assignable insurance policies (if any) and other similar items shall be adjusted ratably as of the date of Closing, and such prorations shall be final. General taxes and assessments for the purchase and sale Property shall be adjusted ratably as of the each Mortgage Loan Package shall take place date of Closing on the related Closing Datebasis of the most currently available real estate tax ▇▇▇▇, and shall be reprorated between the parties upon receipt of the final tax bills therefor. At Except as otherwise expressly set forth herein (e.g., with respect to title insurance and a survey), all expenses in connection with the Purchaser's option, each Closing shall be either: allocated among and borne by telephone, confirmed by letter or wire as the parties in accordance with custom. This sale shall agree, or conducted be closed through a "New York-style" escrow with the Escrowee in person, at accordance with the general provisions of the usual form of Deed and Money Escrow Agreement then in use by Escrowee with such place special provisions inserted therein as may be required to conform with the parties shall agreeContract. The costs of the ▇▇▇▇▇▇▇ Money and closing for the Mortgage Loans to be purchased on the each Closing Date escrows shall be subject divided equally between Landlord and Tenant. All prorations made pursuant to each this Section 26.5 shall take into account the tenancy of the following conditions: (i) at least two Business Days prior to the related Closing Date, the Company shall deliver to the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties of the Sellers Tenant and the Company requirements imposed under this Agreement and under the Servicing Agreement (Lease with respect to each Mortgage LoanTenant's payment of Base Rent and Additional Rent, including, but not limited to, its proportionate share of Operating Expenses. Tenant shall acquire the Property on a strict and absolute "as-is," "where-is" basis, without any representations or warranties of any nature whatsoever from Landlord, nor shall Landlord have any obligation whatsoever to perform any repairs of any nature at the Property as specified therein) shall be true and correct as of a condition to Tenant's obligation to consummate the related Closing Date and no event shall have occurred which, with notice or after exercising the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers on the related Closing Date the Purchase Price pursuant to Section 4 of this Agreement, by wire transfer of immediately available funds to the account designated by the CompanyOption.

Closing. (a) The closing for the purchase and sale consummation of the each Mortgage Loan Package Subscription contemplated hereby (the “Closing”) shall take place occur on the related same date as the Transactions, immediately following the consummation of the Mergers (the “Closing Date. ”). (b) At least five (5) Business Days before the Purchaser's optionanticipated Closing Date, each Pubco shall deliver written notice to the Subscriber (the “Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on the each Closing Date shall be subject to each of the following conditions: Notice”) specifying (i) at least the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to Pubco. No later than two (2) Business Days prior to the related Closing Date, Subscriber shall deliver to Pubco such information as is reasonably requested in the Closing Notice in order for Pubco to issue the Subscribed Shares to Subscriber. (c) Subscriber shall deliver to Pubco, prior to 9:30 a.m. (Eastern time), on the Closing Date, the Company shall deliver to the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties of the Sellers and the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers on the related Closing Date the Purchase Price pursuant to Section 4 of this Agreement, by cash via wire transfer of United States dollars in immediately available funds to the account specified in the Closing Notice against delivery (with such delivery to occur promptly following receipt of the Purchase Price) by Pubco to Subscriber of the Subscribed Shares in book entry form pursuant to the Deposit/Withdrawal at Custodian (“DWAC”) procedures of the Depository Trust Company (“DTC”) and the Share Agent, free and clear of any liens, encumbrances or other restrictions (other than those arising under the Certificate of Designations, this Subscription Agreement, the certificate of incorporation and bylaws of Pubco as may be in effect from time to time (the “Pubco Organizational Documents”) or state or federal securities laws), in the name of Subscriber (which Share Agent shall have properly posted such DWAC for release through the facilities of DTC) or a custodian designated by Subscriber. (d) In the Companyevent that the consummation of the Transactions does not occur within two (2) Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by SPAC, Pubco and Subscriber, Pubco shall promptly (but in no event later than three (3) Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber to Pubco by wire transfer in immediately available funds to the account specified by Subscriber, any shares of Preferred Stock shall be transferred to the Share Agent and either deemed cancelled or deposited in Pubco treasury and no amounts will be owed under such Preferred Stock. Notwithstanding such return (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6, Subscriber shall remain obligated to deliver funds to Pubco, as set forth in the Closing Notice, following Pubco’s delivery to Subscriber and SPAC of a new Closing Notice in accordance with this Section 2 and Subscriber, Pubco and SPAC shall remain obligated to consummate the Closing upon satisfaction of the conditions set forth in this Section 2 following Pubco’s delivery to Subscriber and SPAC of a new Closing Notice; provided that only one new Closing Notice may be issued. For the purposes of this Subscription Agreement, “Business Day” means a day, other than a Saturday, Sunday or other day on which commercial banks in New York City (New York) or Wilmington (Delaware) are not open for a full business day for the general transaction of business.

Closing. (a) The closing for the purchase and sale consummation of the each Mortgage Loan Package Subscriptions contemplated hereby (the “Closing”) shall take place occur on the related closing date of the Acquisition Merger (the “Closing Date. At ”), following the Purchaser's option, each Closing shall be either: by telephone, confirmed by letter SPAC Merger and immediately prior to or wire as substantially concurrently with the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on the each Closing Date shall be subject to each consummation of the following conditions:Acquisition Merger. (b) At least two (2) Business Days before the anticipated Closing Date, Starry shall deliver written notice (including email) to the Subscribers (the “Closing Notice”) specifying (i) at least the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to Starry. No later than two (2) Business Days prior to the related anticipated Closing Date, the Company each Subscriber shall deliver to the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis its portion of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties of the Sellers and the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers on the related Closing Date the Purchase Price pursuant to Section 4 of this Agreement, by wire transfer of United States dollars in immediately available funds to the account designated specified by Starry in the CompanyClosing Notice, such funds to be held in escrow by Starry or a third-party escrow provider selected by Starry until the Closing, and deliver to Starry such information as is reasonably requested in the Closing Notice in order for Starry to issue each Subscriber’s Subscribed Preferred Shares to such Subscriber, including, without limitation, the legal name of the person in whose name such Subscribed Preferred Shares are to be issued and a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, at the Closing (1) the Purchase Price shall be released from escrow automatically and without further action by Starry or either Subscriber and (2) Starry shall deliver to each Subscriber such Subscriber’s Subscribed Preferred Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under applicable securities laws), in the name of such Subscriber (or its nominee or custodian, as applicable, in accordance with its delivery instructions). In the event that the consummation of the Transactions does not occur within two (2) Business Days after the anticipated Closing Date specified in the Closing Notice (the “Closing Outside Date”), unless otherwise agreed to in writing by Starry and the Subscribers, Starry shall promptly (but in no event later than two (2) Business Days after the Closing Outside Date) cause the return of the funds so delivered by such Subscriber to Starry by wire transfer in immediately available funds to the account specified by such Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation, (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, each Subscriber shall remain obligated (A) to redeliver funds to be held in escrow by Starry or such third-party escrow provider following Starry’s delivery to the Subscribers of a new Closing Notice and (B) to consummate the Closing upon satisfaction of the conditions set forth in this Section 2. For the purposes of this Subscription Agreement, “Business Day” means any day other than a Saturday, Sunday or any other day on which commercial banks are required or authorized by law to close in New York, New York; provided that banks shall not be deemed to be authorized or obligated to be closed due to a “shelter-in-place,” “non-essential employee” or similar closure of physical branch locations at the direction of any governmental authority if such banks’ electronic funds transfer systems (including for wire transfers) are open for use by customers on such day.

Closing. The closing for of the transaction contemplated by this Agreement (“Closing”) shall take place at the offices of Escrow Agent or at such other location as may be mutually agreed upon by Seller and Buyer, on the date that is fifteen (15) Calendar Days following the date of delivery by Buyer to Seller of Buyer’s Election Not to Terminate pursuant to Section 4.3 hereof, or such other date as may be mutually agreed upon by Seller and Buyer (the “Scheduled Closing Date”); provided, however, in the event all of the conditions set forth in this Agreement are not timely satisfied (or waived in writing by Buyer or Seller, as applicable), on or before the Scheduled Closing Date, then Seller and Buyer shall take such action as may be required to cause the purchase and sale of the each Mortgage Loan Package shall take place on the related Closing Date. At the Purchaser's option, each Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans Property to be purchased consummated in accordance with this Agreement on or before the each Closing Date shall be subject last to each occur of the following conditions: events, as applicable: (ia) at least two Business the Scheduled Closing Date; or (b) fifteen (15) Calendar Days after all of the conditions precedent to Closing set forth in Section 8.1 hereof have been satisfied and Seller delivers written notice to Buyer confirming the foregoing (“Closing Date”), provided further, however, in no event shall the Closing Date take place later than October 31, 2010 (“Outside Closing Date”). Notwithstanding the foregoing, in the event that, subsequent to the Scheduled Closing Date and prior to the related Outside Closing Date, the Company shall deliver to the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; (ii) all of the representations conditions set forth in this Agreement are timely satisfied (or waived in writing by Buyer or Seller, as applicable), Seller and warranties Buyer shall take such action as may be required to cause the purchase and sale of the Sellers and the Company under Property to be consummated in accordance with this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct soon as commercially practical after all of the related conditions precedent to Closing Date and no event shall have been satisfied. If Closing has not occurred whichon or before the Outside Closing Date, with notice Buyer or the passage of timeSeller, would constitute a if it is not in default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable may terminate this Agreement by notice to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company shall have delivered at any time thereafter unless and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each until Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers on the related Closing Date the Purchase Price pursuant to Section 4 of this Agreement, by wire transfer of immediately available funds to the account designated by the Companyoccurs.

Closing. (a) The closing for the purchase and sale of the each Mortgage Loan Package Subscriptions contemplated hereby (the “Closing”) is contingent upon the substantially concurrent Acquisition Closing and shall take place on occur immediately prior thereto. Not less than two (2) business days prior to the related scheduled Acquisition Closing date, the Issuer shall provide written notice to Subscriber (the “Closing Notice”) of the date of Closing hereunder (the “Closing Date”). At On the Purchaser's optionClosing Date, each (i) the Issuer shall deliver to Subscriber the Acquired Shares, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable, and (ii) prior to the Acquisition Closing, Subscriber shall deliver to the Issuer the aggregate cash purchase price payable pursuant to Section 1 (in respect of the total number of Preferred Shares (or alternative securities of the Issuer with substantially similar economic terms, if required under Section 1(b)) being acquired thereunder) and Section 2(a)(iv) (in respect of the total number of Private Placement Shares, if any, being acquired thereunder) by wire transfer of U.S. dollars in immediately available funds to the account specified by the Issuer in the Closing Notice. In the event the Acquisition Closing does not occur within one (1) business day of the Closing, the Issuer shall promptly (but not later than two (2) business days thereafter) return to Subscriber the aggregate cash purchase price deposited with the Issuer, and any book-entries or share certificates shall be either: by telephone, confirmed by letter or wire as deemed cancelled and any share certificates shall be promptly (but not later than two (2) business days thereafter) returned to the parties shall agree, or conducted in person, at such place as the parties shall agree. Issuer. (b) The closing for the Mortgage Loans to be purchased on the each Closing Date shall be subject to each of the following conditionsconditions that, on the Closing Date: (i) at least two Business Days prior to no suspension of the related Closing Date, qualification of the Company shall deliver to the Purchaser a magnetic disketteAcquired Shares for offering or sale or trading in any jurisdiction, or transmit electronicallyinitiation or threatening of any proceedings for any of such purposes, a listing on a loan-level basis of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Scheduleshall have occurred; (ii) all of the representations and warranties of the Sellers Issuer and the Company under Subscriber contained in this Subscription Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct in all material respects as of the related Closing Date, and consummation of the Closing shall constitute a reaffirmation by each of the Issuer and Subscriber of each of the representations, warranties and agreements of each such party contained in this Subscription Agreement as of the Closing Date (except, in each case, to the extent such representations and no event warranties are specifically made as of a particular date, in which case such representations and warranties shall have occurred which, with notice or the passage be true and correct in all material respects as of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreementsuch date); (iii) the Purchaser Issuer shall have receivedperformed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable complied with by it at or prior to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereofClosing; (iv) the Company no governmental authority shall have delivered enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and released has the effect of making consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such prevention or prohibition; (v) the Purchase Agreement shall not have been amended in a manner materially adverse to the Custodian all documents required pursuant to the Custodial AgreementPreferred Shares or Common Shares; and (vvi) all other terms and conditions precedent to the Acquisition Closing, including the approval of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date Issuer’s stockholders, shall have been complied with. Subject satisfied (other than those conditions that may only be satisfied at the Acquisition Closing), but subject to satisfaction of such conditions as of the foregoing conditionsAcquisition Closing. (c) At the Closing, the Purchaser parties hereto shall pay execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the Sellers on the related Closing Date the Purchase Price pursuant to Section 4 of Subscriptions as contemplated by this Subscription Agreement, by wire transfer of immediately available funds to the account designated by the Company.

Closing. The (a) Subject to the satisfaction or waiver (in writing) of the conditions set forth in Section 2(d), (e) and (f), the closing of the subscription contemplated hereby (the “Closing”) shall occur after the Company Conversion and is contingent upon the substantially concurrent consummation of the Transaction and shall occur on the date of, and substantially concurrently with and conditioned upon the effectiveness of, the Transaction (such date, the “Closing Date”). Pursuant to the Redemption Offset Agreement, the Company shall provide the Closing Notice (as defined in the Redemption Offset Agreement) (which may be via email) to Subscriber, which Closing Notice shall also include the date on which the Company reasonably expects the Closing to occur (the “Scheduled Closing Date”). (b) As of the date of this Subscription Agreement, Subscriber shall deliver to the escrow account specified in the Closing Notice the Purchase Price by wire transfer of United States dollars in immediately available funds. Upon the Closing, the Company shall provide instructions to the escrow agent for the purchase and sale escrow account to release the Purchase Price in the escrow account to the Company against delivery to Subscriber of the each Mortgage Loan Package Acquired Shares pursuant to Section 2(c) below, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), in book-entry form. If this Subscription Agreement is terminated prior to the Closing or the Closing does not occur within five (5) business days following the Scheduled Closing Date and the Purchase Price has already been sent by Subscriber to the escrow account, then immediately upon such termination or failure of closing, the Company will instruct the escrow agent to promptly (but in no event longer than one (1) business day thereafter) return such Purchase Price, without any deduction for or on account of any tax, withholding, charges, or set-off, to Subscriber by wire transfer in immediately available funds to the account specified by Subscriber. For purposes of this Subscription Agreement, “business day” shall take place mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close. In lieu of the foregoing Section 2(b) and the first two sentences of Section 2(c), for mutual funds, any investment company registered under the Investment Company Act of 1940, funds advised by an investment adviser subject to regulation under the Investment Advisers Act of 1940, and funds that require alternative settlement pursuant to internal compliance policies and procedures: On the Scheduled Closing Date, (i) Subscriber shall deliver to the account specified by the Company in the Closing Notice, which account shall not be an escrow account and shall be an account established at an U.S. bank, against delivery of the Acquired Shares the Purchase Price by wire transfer of United States dollars in immediately available funds and (ii) the Company shall deliver to Subscriber (or to a custodian designated by Subscriber) the Acquired Shares, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), in book-entry form in the name of the Subscriber (or its nominee in accordance with its delivery instructions) on the related Company’s share register and will provide to the Subscriber evidence of such issuance of the Acquired Shares as of the Closing Date from the transfer agent for the Common Shares (the “Transfer Agent”). If this Subscription Agreement is terminated prior to the Closing or the Closing does not occur within five (5) business days following the Scheduled Closing Date and the Purchase Price has already been sent by Subscriber, then immediately upon such termination or failure of closing, the Company will promptly (but in no event longer than one (1) business day thereafter) return such Purchase Price, without any deduction for or on account of any tax, withholding, charges, or set-off, to Subscriber by wire transfer in immediately available funds to the account specified by Subscriber. For purposes of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close. (c) On the Closing Date, subject to the satisfaction or waiver (in writing) of the conditions set forth in Section 2(d), (e) and (f) (other than those conditions that by their nature are to be satisfied at or prior to Closing, but without affecting the requirement that such conditions be satisfied or waived at or prior to Closing), assuming that Subscriber shall have delivered to the Company on or prior to the Closing Date the Purchase Price for the Acquired Shares by wire transfer of U.S. dollars in immediately available funds to the escrow account specified by the Company in the Closing Notice, the Company shall deliver to Subscriber the Acquired Shares in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable. As soon as practicable after the Closing Date, the Company shall deliver to Subscriber, a written notice from the Company or its transfer agent evidencing the issuance to Subscriber (or its nominee or custodian, as applicable) of the Acquired Shares on and as of the Closing Date. At Each book entry for the Purchaser's optionAcquired Shares shall contain a notation, and each certificate (if any) evidencing the Acquired Shares shall be stamped or otherwise imprinted with a legend, in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE REOFFERED, SOLD, ASSIGNED, PLEDGED, ENCUMBERED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. To the extent Subscriber is relying on the representation in paragraph (i)(c) of Section 5(c) below, each Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing book entry for the Mortgage Loans to Acquired Shares shall also contain a notation, and each certificate (if any) evidencing the Acquired Shares shall also be purchased on stamped or otherwise imprinted with a legend, in substantially the each following form: BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER: (1) AGREES THAT DURING THE DISTRIBUTION COMPLIANCE PERIOD, WHICH IS THE 40 DAY PERIOD COMMENCING ON THE LATER OF THE DATE OF COMMENCEMENT OF THE DISTRIBUTION OF THESE SECURITIES AND THE DATE OF THE ORIGINAL ISSUE OF THESE SECURITIES, IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITIES EXCEPT (A) TO THE ISSUER OR ANY AFFILIATE THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, (C) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 903 OR RULE 904 UNDER REGULATION S UNDER THE SECURITIES ACT OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (C) OR (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO THE ISSUER, IN EACH CASE OF (A) THROUGH (D) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION, AND (2) AGREES, DURING SUCH DISTRIBUTION COMPLIANCE PERIOD, THAT IT WILL DELIVER TO EACH PERSON TO WHOM THESE SECURITIES ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS RESTRICTIVE LEGEND. AS USED HEREIN, THE TERMS “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THIS PARAGRAPH OF THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE END OF THE DISTRIBUTION COMPLIANCE PERIOD. (d) The Closing Date shall be subject to the satisfaction on the Closing Date, or the waiver (in writing) by each of the parties hereto, of each of the following conditions: (i) at least two Business Days prior to no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the related Closing Date, effect of making the Company shall deliver to the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis consummation of the necessary information to compute the Purchase Price transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule;transactions contemplated hereby; and (ii) (A) all conditions precedent to the closing of the Transaction contained in the Business Combination Agreement shall have been satisfied (as determined by the parties to the Business Combination Agreement and other than those conditions under the Business Combination Agreement which, by their nature, are to be fulfilled at the closing of the Transaction, including to the extent that any such condition is dependent upon the consummation of the purchase and sale of the Acquired Shares pursuant to this Subscription Agreement) or waived according to the terms of the Business Combination Agreement and (B) the closing of the Transaction shall be scheduled to occur concurrently with or on the same date as the Closing. (e) The obligation of the Company to consummate the issuance and sale of the Acquired Shares pursuant to this Subscription Agreement shall be subject to the satisfaction on the Closing Date, or the waiver (in writing) by the Company, of each of the following conditions (i) all representations and warranties of the Subscriber contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true in all respects) as of such specified date), and consummation of the Closing shall constitute a reaffirmation by the Subscriber of each of the representations and warranties of the Sellers Subscriber contained in this Subscription Agreement as of the Closing Date or such specified date, as applicable; and (ii) all obligations, covenants and agreements of the Subscriber required to be performed by it at or prior to the Closing Date shall have been performed in all material respects. (f) The obligation of the Subscriber to consummate the purchase of the Acquired Shares pursuant to this Subscription Agreement shall be subject to the satisfaction on the Closing Date, or the waiver (in writing) by the Subscriber, of each of the following conditions: (i) all representations and warranties of the Company under and IIAC contained in this Subscription Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Company Material Adverse Effect (as defined herein) or IIAC Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the related Closing Date (except for representations and no event warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Company Material Adverse Effect or IIAC Material Adverse Effect, which representations and warranties shall be true in all respects) as of such specified date), and consummation of the Closing shall constitute a reaffirmation by the Company and IIAC of each of the respective representations and warranties of the Company and IIAC contained in this Subscription Agreement as of the Closing Date or such specified date, as applicable; (ii) all obligations, covenants and agreements of the Company and IIAC required by the Subscription Agreement to be performed by it at or prior to the Closing Date shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreementbeen performed in all material respects; (iii) the Purchaser shall have receivedno amendment or modification of, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant waiver with respect to the terms hereof;of the Business Combination Agreement shall have occurred that has materially and adversely affected the economic benefits reasonably expected to be received by the Subscriber under this Subscription Agreement without having received Subscriber’s prior written consent; provided, that the foregoing condition shall not apply with respect to any amendment, modification or waiver of Section 7.3(c) of the Business Combination Agreement (or the effects thereof); and (iv) no suspension by the Company New York Stock Exchange (the “NYSE”) of the qualification of the Acquired Shares for trading in the United States, or initiation of any proceedings by the NYSE for such purpose, shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement occurred and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date Common Shares (including, for the avoidance of doubt, the Acquired Shares) shall have been complied with. Subject approved for listing on the NYSE, subject to official notice of issuance. (g) At the foregoing conditionsClosing, the Purchaser parties hereto shall pay execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary to consummate the Sellers on the related Closing Date the Purchase Price pursuant to Section 4 of subscription as contemplated by this Subscription Agreement, by wire transfer of immediately available funds to the account designated by the Company.

Closing. The closing Closing shall consist of the execution and delivery of documents by Seller and Buyer, as set forth below, and delivery by Buyer to Seller of the Purchase Price in accordance with the terms of this Agreement. Seller shall deliver to Escrow Agent for the purchase and sale benefit of the each Mortgage Loan Package shall take place on the related Buyer at Closing Date. At the Purchaser's option, each Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on the each Closing Date shall be subject to each of the following conditionsexecuted documents: (ia) at least two Business Days A Special Warranty Deed in the form attached hereto as Exhibit B; (b) An Assignment and Assumption of Lease and Security Deposits, in the form attached hereto as Exhibit C; (c) An Assignment of Contracts, Permits, Licenses and Warranties in the form of Exhibit D; (d) An original Tenant Estoppel Certificate dated no earlier than 30 days prior to the related Closing Datedate of Closing. In addition, the Company shall deliver to the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis business terms of the necessary information to compute Tenant Estoppel Certificate must be in accordance with and not contradict the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan ScheduleLease; (iie) all of A settlement statement setting forth the representations and warranties of the Sellers and the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrowPurchase Price, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon prorations and acceptable other adjustments to the Purchaser, duly executed by all signatories other than the Purchaser as required be made pursuant to the terms hereof, and the funds required for Closing as contemplated hereunder; (ivf) All transfer tax statements, declarations and filings as may be necessary or appropriate for purposes of recordation of the Company shall have delivered deed; (g) Good standing certificates and released corporate resolutions or member or partner consents, as applicable, and such other documents as reasonably requested by Escrow Agent; (h) Originals of the warranties set forth on Exhibit E (the “Warranties) (including a “Close Out Book”), the general contractor warranty in a form substantially similar to the Custodian form attached hereto as Exhibit I and any additional warranties required by the Lease, re-issued at Seller’s expense, to Buyer or Tenant, as reasonably requested by Buyer. Any warranties or the Close Out Book not available at Closing shall be covered by a Post-Closing Agreement; (i) To the extent not previously delivered to Buyer, the Lease and any amendments, bearing the original signatures of the landlord and tenant thereunder, or a copy thereof bearing an original certification of Tenant confirming that the copy is true, correct and complete; the leasing files; and copies of all documents required relevant and material books and records applicable to the Property which are reasonably identified by Buyer by written notice to Seller and reasonably necessary for the orderly transition of operation of the Property; (j) A certificate pursuant to Section 1445 of the Custodial AgreementInternal Revenue Code of 1986, as amended, or the regulations issued pursuant thereto, certifying the non-foreign status of Seller; (k) An owner’s title affidavit as to mechanics’ liens and possession and other matters in customary form reasonably acceptable to Buyer and Escrow Agent; (l) An original SNDA fully executed and notarized by Tenant, if requested by Buyer; (m) Letter to Tenant in form of Exhibit H attached hereto; (n) A copy of the Punch-List, if any; (o) An architect’s certificate from Seller’s Architect certifying that the Property has been constructed in accordance with the approved plans and specifications; and (vp) all Such other instruments as are reasonably required by Escrow Agent to close the escrow and consummate the purchase of the Property in accordance with the terms and conditions of this Agreement and hereof. At Closing, Buyer shall instruct Escrow Agent to deliver the related Purchase Price and Terms Agreement that are required ▇▇▇▇▇▇▇ Money to Seller which shall be complied with on or before each Closing Date shall have been complied with. Subject applied to the foregoing conditionsPurchase Price, shall deliver the Purchaser shall pay to the Sellers on the related Closing Date balance of the Purchase Price pursuant to Section 4 Seller and shall execute and deliver execution counterparts of the closing documents referenced in clauses (b) and (f) above. Buyer shall have the right to advance the Closing upon five (5) business days prior written notice to Seller; provided that all conditions precedent to both Buyer’s and Seller’s respective obligations to proceed with Closing under this AgreementAgreement have been satisfied (or, if there are conditions to a party’s obligation to proceed with Closing that remain unsatisfied, such conditions have been waived by wire transfer of immediately available funds such party). Buyer shall have a one-time right to extend the Closing for up to fifteen (15) days upon written notice to Seller to be received by Seller on or prior to the account designated date scheduled for the Closing. Notwithstanding anything to the contrary herein, Seller shall have the right to extend the Closing Date for up to twenty (20) days in order to deliver to Buyer any of the items described in this Section 10 and Section 13. The Closing shall be held through the mail by delivery of the Companyclosing documents to the Escrow Agent on or prior to the Closing or such other place or manner as the parties hereto may mutually agree.

Closing. (a) The closing for the purchase and sale consummation of the each Mortgage Loan Package Subscription contemplated hereby (the “Closing”) shall take place occur following the Domestication on the related closing date of the Transaction (the “Closing Date. At ”), immediately prior to or substantially concurrently with the Purchaser's option, each Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on the each Closing Date shall be subject to each consummation of the following conditions:Transaction. (ib) at At least two five (5) Business Days prior to before the related anticipated Closing Date, the Company shall deliver written notice to Subscriber (the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties of the Sellers and the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other Company. No later than the Purchaser as required pursuant one (1) Business Day prior to the terms hereof; (iv) the Company Closing Date, Subscriber shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers on the related Closing Date deliver the Purchase Price pursuant to Section 4 of this Agreement, for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account designated specified by the Company in the Closing Notice, such funds to be held by the Company in escrow until the Closing, and deliver to the Company such information as is reasonably requested in the Closing Notice in order for the Company to issue the Subscribed Shares to Subscriber, including, without limitation, the legal name of the person in whose name the Subscribed Shares are to be issued and a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. The Company shall deliver to Subscriber (i) at the Closing, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares (in book entry form) on and as of the Closing Date. In the event that the consummation of the Transaction does not occur within five (5) Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and the Subscriber, the Company shall promptly (but in no event later than three (3) Business Days after the anticipated Closing Date specified in the Closing Notice) return the Purchase Price so delivered by Subscriber to the Company by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation, unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated (A) to redeliver funds to the Company in escrow following the Company’s delivery to Subscriber of a new Closing Notice and (B) to consummate the Closing immediately prior to or substantially concurrently with the consummation of the Transaction. For the purposes of this Subscription Agreement, “Business Day” means any day other than a Saturday, Sunday or any other day on which commercial banks are required or authorized to close in the State of New York.

Closing. The closing for completion of the purchase and sale of the each Mortgage Loan Package Purchased Shares (the “Closing”) shall take place at the offices of Weil, Gotshal & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, at 9:00 a.m., local time, upon five (5) Business Days’ written notice (the “Closing Notice”) from the Company to the Purchaser stating that the conditions set forth in Articles 7, 8 and 9 hereof (the “Closing Conditions”) are expected to be satisfied or waived as of such date. The obligations of the parties to consummate the Closing shall remain subject to the actual satisfaction or waiver of the Closing Conditions at such time. If the Closing is not consummated on the related date set forth in the Closing Date. At Notice because the Purchaser's optionClosing Conditions have not been satisfied or waived, each Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted and this Agreement has not been terminated in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on the each Closing Date shall be subject to each of the following conditions: (i) at least two Business Days prior to the related Closing Dateaccordance with its terms, the Company shall deliver be entitled to the give Purchaser a magnetic diskettenew Closing Notice with a new anticipated date for the Closing. At the Closing, or transmit electronically, a listing on a loan-level basis of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties of the Sellers and the Company under this Agreement and under shall, against delivery of full payment for the Servicing Agreement (with respect Purchased Shares to each Mortgage Loan, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed purchased by all signatories other than the Purchaser as required pursuant to set forth opposite the terms hereof; (iv) the Company shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with Purchaser’s name on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers on the related Closing Date the Purchase Price pursuant to Section 4 of this AgreementSchedule I hereto, by wire transfer of immediately available funds in accordance with the wire transfer instructions attached hereto as Exhibit D, authorize its transfer agent to either issue to the Purchaser via the Depository Trust Company’s DWAC system to the account of the Purchaser’s broker, the number of Purchased Shares set forth on Schedule I hereto or issue to the Purchaser one or more stock certificates (the “Certificates”) registered in the name of the Purchaser (or in such nominee name(s) as designated by the CompanyPurchaser in the Stock Certificate Questionnaire attached hereto as Schedule II (the “Stock Certificate Questionnaire”)), representing the number of Purchased Shares set forth on Schedule I hereto, and bearing the legend set forth in Section 4(j) herein. Closing documents may be delivered by facsimile. The date of the Closing is referred to herein as the “Closing Date.”

Closing. The closing for of the purchase and sale of the each Mortgage Loan Package Shares contemplated hereby (the “Closing”) shall take place occur on a closing date (the related “Closing Date”) specified in the Closing Notice (as defined below), and be conditioned upon the prior or substantially concurrent consummation of the Transaction (the closing date of the Transaction, the “Transaction Closing Date”). At Upon delivery of written notice from (or on behalf of) UPTD to the Purchaser's option, each Investor (the “Closing shall be either: by telephone, confirmed by letter or wire as Notice”) that UPTD reasonably expects all conditions to the parties shall agree, or conducted in person, at such place as closing of the parties shall agree. The closing for the Mortgage Loans Transaction to be purchased satisfied or waived on the each an expected Transaction Closing Date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall be subject to each of deliver the following conditions: (i) Subscription Amount at least two Business Days (2) business days prior to the related Closing Date, the Company shall deliver to the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such expected Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties of the Sellers and the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers on the related Closing Date the Purchase Price pursuant to Section 4 of this Agreement, by wire transfer of United States dollars in immediately available funds to the account(s) specified by UPTD in the Closing Notice. On the Closing Date, UPTD shall issue the Shares to the Investor and subsequently cause the Shares to be registered in book entry form in the name of the Investor on the UPTD share register. For purposes of this Subscription Agreement, “business day” shall mean a day, other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close. Prior to the Closing, Investor shall deliver to UPTD a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. In the event the Transaction Closing Date does not occur within two (2) business days after the Closing Date under this Subscription Agreement, the Subscription Amount will be returned to the Investor by wire transfer of U.S. dollars in immediately available funds to the account designated specified by the CompanyInvestor, and any book-entries for the Shares shall be deemed repurchased and cancelled; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing, and the Investor shall remain obligated (i) to redeliver funds to UPTD following UPTD’s delivery to the Investor of a new Closing Notice and (ii) to consummate the Closing substantially concurrently with the consummation of the Transaction.

Closing. The closing for of the purchase and sale of the each Mortgage Loan Package Shares contemplated hereby (the “Closing”) shall take place occur on the related closing date of the Transaction (the “Closing Date”) and be conditioned upon the prior or substantially concurrent consummation of the Transaction and satisfaction of the other conditions set forth in Section 3 hereof. At Upon delivery of written notice from (or on behalf of) NextGen to the Purchaser's optionInvestor (the “Closing Notice”), each Closing shall be either: by telephone, confirmed by letter or wire as that NextGen reasonably expects all conditions to the parties shall agree, or conducted in person, at such place as closing of the parties shall agree. The closing for the Mortgage Loans Transaction to be purchased satisfied or waived on an expected closing date that is not less than five (5) business days from the each date on which the Closing Date Notice is delivered to the Investor, the Investor shall be subject deliver to each of the following conditions: NextGen, one (i1) at least two Business Days business day prior to the related expected closing date specified in the Closing DateNotice (or such other date agreed to in writing by NextGen), the Company shall deliver to the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties of the Sellers and the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers on the related Closing Date the Purchase Price pursuant to Section 4 of this Agreement, Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by NextGen in the Closing Notice. On the Closing Date, NextGen shall issue the Shares to the Investor and subsequently cause the Shares to be registered in book-entry form in the name of the Investor on NextGen’s share register. For purposes of this Subscription Agreement, “business day” shall mean a day, other than a Saturday, Sunday or other day on which commercial banks in New York, New York or governmental authorities in the Cayman Islands (for so long as NextGen remains domiciled in Cayman Islands) are authorized or required by law to close. Prior to or at the Closing Date, Investor shall deliver to NextGen a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. In the event the Closing Date does not occur within two (2) business days after the expected closing date specified in the Closing Notice, NextGen shall promptly (but not later than two (2) business days after the expected closing date specified in the Closing Notice) return the Subscription Amount to the Investor by wire transfer of U.S. dollars in immediately available funds to the account designated specified by the CompanyInvestor, and any book-entries for the Shares shall be deemed cancelled; provided that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing. For the avoidance of doubt, if any termination hereof occurs after the delivery by the Investor of the Subscription Amount for the Shares and prior to the Closing, NextGen shall promptly (but not later than three (3) business days thereafter) return the Purchase Price to Investor without any deduction for or on account of any tax, withholding, charges or set-off.

Closing. (a) The closing for the purchase and sale of the transactions contemplated by this Subscription Agreement (the “Closing”) is contingent upon, and shall occur immediately following, the consummation of the Merger. Not less than twelve (12) business days prior to the expected closing date of the Merger, the Issuer shall provide written notice to Subscriber (the “Closing Notice”) of such expected closing date and the Issuer’s good faith estimate of the number of Acquired Securities to be purchased by Subscriber at the Closing. Not less than two (2) business days prior to the closing date of the Merger (such date, which shall be no earlier than the date specified in the Closing Notice, the “Closing Date”), the Issuer shall provide written notice to Subscriber of the Closing Date and the number of Acquired Securities to be purchased by Subscriber at the Closing (which number shall be no greater than the number specified in the Closing Notice). On the Closing Date, the Issuer shall deliver to Subscriber (i) the Acquired Common Shares in book entry form, the Acquired Preference Shares in book entry form and the Warrant representing the Acquired Warrants, in each Mortgage Loan Package shall take place case free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws, the Certificate of Designation, the Warrant and the Shareholders Agreement), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or a custodian designated by Subscriber, as applicable, and (ii) a copy of the irrevocable instruction letter delivered by the Issuer to the Issuer’s transfer agent (the “Transfer Agent”) directing the Transfer Agent to record Subscriber as the owner of the Acquired Common Shares on and as of the related Closing Date. At Upon confirmation of delivery of such irrevocable instruction letter with respect to the Purchaser's optionAcquired Common Shares, each Closing book entry notation with respect to the Acquired Preference Shares and Warrant with respect to the Acquired Warrant Shares, Subscriber shall be either: by telephone, confirmed by letter or wire as deliver to the parties shall agree, or conducted in person, at such place as Issuer the parties shall agree. The closing Aggregate Purchase Price for the Mortgage Loans Acquired Securities by wire transfer of U.S. dollars in immediately available funds to be purchased on the each account specified by the Issuer in the Closing Date Notice. (b) The Closing shall be subject to each of the following conditionsconditions that, on the Closing Date: (i) at least two Business Days prior the Issuer shall have obtained approval of The Nasdaq Stock Market (“Nasdaq”) to list the related Closing DateAcquired Common Shares and the Underlying Common Shares, the Company shall deliver subject to the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis official notice of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Scheduleissuance; (ii) all the Issuer shall have executed and delivered the Certificate of the representations and warranties of the Sellers Designation and the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing AgreementWarrant; (iii) the Purchaser Issuer and each of the other parties thereto (other than Subscriber) shall have received, or executed and delivered the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Shareholders Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) all representations and warranties of the Company Issuer and Subscriber contained in this Subscription Agreement shall be true and correct in all material respects (or, to the extent qualified by materiality or a similar qualifier, in all respects) as of the Closing Date (or, if expressly relating to an earlier date, then as of such date), and consummation of the Closing shall constitute a reaffirmation by each of the Issuer and Subscriber of each of the representations, warranties and agreements of each such party contained in this Subscription Agreement as of the Closing Date; (v) the Issuer shall have delivered performed, satisfied and released complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Custodian all documents required pursuant Closing; (vi) no governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened a proceeding seeking to impose any such prevention or prohibition; (vii) the Merger Agreement shall not have been amended after the date hereof to adversely affect Subscriber (it being agreed that any amendment not relating to the Custodial Agreement“Exchange Ratio” therein does not adversely affect subscriber); (viii) the Merger shall have occurred; and (vix) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date Issuer’s Series A preference shares shall have been complied with. Subject redeemed in full by the Issuer. (c) At or prior to the foregoing conditionsClosing, the Purchaser parties hereto shall pay execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the transactions contemplated by this Subscription Agreement. (d) Notwithstanding anything in this Subscription Agreement to the Sellers on contrary, the related Closing Date Issuer shall have no obligation to issue any of the Purchase Price pursuant Acquired Securities to Section 4 any person who is a resident of this Agreementa jurisdiction in which the issuance of Acquired Securities or Underlying Common Shares to such person would constitute a violation of the securities, by wire transfer “blue sky” or other similar laws of immediately available funds to the account designated by the Companysuch jurisdiction.

Closing. The closing for the purchase and sale of the each Mortgage Loan Package issuance of the Shares contemplated hereby (the “Subscription Closing”) is contingent upon the substantially concurrent consummation of the Transaction (the “Transaction Closing”). The Subscription Closing shall take place occur on the related date of, and substantially concurrent with, the consummation of the Transaction Closing (the “Transaction Closing Date”). At Not less than five (5) business days prior to the Purchaser's optionscheduled Transaction Closing Date, each the Company shall provide written notice to the undersigned (the “Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on the each Closing Date shall be subject to each of the following conditions: Notice”) (i) of such scheduled Transaction Closing Date, (ii) that the Company reasonably expects all conditions to the Transaction Closing to be satisfied or waived, and (iii) wire instructions for delivery of the Subscription Price by the undersigned to the Escrow Agent (as defined below) or the Company, as applicable. The undersigned shall deliver to Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”), at least two Business Days one (1) business day prior to the related Transaction Closing Date specified in the Closing Notice, the Subscription Price, which shall be held in a segregated escrow account for the benefit of the Subscribers (the “Escrow Account”) until the Subscription Closing pursuant to the terms of a customary escrow agreement, which shall be on terms and conditions reasonably satisfactory to the undersigned (the “Escrow Agreement”) to be entered into by the undersigned, the Company and the Escrow Agent, by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice; provided, however, that in the event the undersigned is not legally permitted to deliver the Subscription Price in accordance with this sentence or is otherwise expected by its primary regulator to deliver payment against delivery of the Shares, the undersigned shall instruct its custodian bank to deliver to the Company, by 10:00 a.m. (New York time) on the Transaction Closing Date, the Subscription Price by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice. On the Transaction Closing Date, upon satisfaction (or, if applicable, waiver) of the conditions set forth in Section 3 hereof and prior to the release of the Subscription Price by the undersigned, the Company shall deliver to the Purchaser a magnetic disketteundersigned (i) the Shares in book-entry form, free and clear of any liens or transmit electronicallyother restrictions whatsoever (other than those arising under state or federal securities laws as set forth herein), a listing on a loan-level basis in the name of the necessary information undersigned (or its nominee in accordance with its delivery instructions) or to compute a custodian designated by the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interest)undersigned, as applicable, and prepare a Mortgage Loan Schedule; (ii) all a copy of the representations and warranties records of the Sellers Company’s transfer agent (the “Transfer Agent”) showing the undersigned (or such nominee or custodian) as the owner of the Shares on and the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct as of the related Transaction Closing Date Date; provided that, (x) if such book entry is made prior to the Company’s receipt of the Subscription Price from the undersigned and (y) such Subscription Price is not received by the Company on the Transaction Closing Date, then without limiting any rights of any party under this Subscription Agreement, the Company may, without any action of the undersigned, cause such book entries to be automatically cancelled, void and of no event shall have occurred whichfurther force and effect. If the Transaction Closing does not occur within two (2) business days of the transaction closing date specified in the Closing Notice, with notice the Escrow Agent (or the passage of timeCompany, would constitute a default under this Agreement or an Event of Default under as applicable) shall promptly (but not later than one (1) business day thereafter) return the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable Subscription Price to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers on the related Closing Date the Purchase Price pursuant to Section 4 of this Agreement, undersigned by wire transfer of U.S. dollars in immediately available funds to the account designated specified by the undersigned. Furthermore, if the Transaction Closing does not occur on the same day as the Subscription Closing, the Escrow Agent (or the Company, if the Subscription Price has been released by the Escrow Agent or if the Subscription Price was paid directly to the Company) shall promptly (but not later than one (1) business day thereafter) return the Subscription Price to the undersigned by wire transfer of U.S. dollars in immediately available funds to the account specified by the undersigned, and any book-entries shall be deemed cancelled. Notwithstanding anything to the contrary in Section 9 hereof, if this Subscription Agreement terminates following the delivery by the undersigned of the Subscription Price for the Shares, the Escrow Agent (or the Company, if the Subscription Price was paid directly to the Company) shall promptly (but not later than one (1) business day thereafter) return the Subscription Price to the undersigned by wire transfer of U.S. dollars in immediately available funds to the account specified by the undersigned, without any deduction for or on account of any tax, withholding, charges, or set-off, whether or not the Transaction Closing shall have occurred. Notwithstanding anything to the contrary in Section 9 hereof, if this Subscription Agreement terminates following the Transaction Closing, the undersigned shall promptly upon the return to the undersigned by wire transfer of U.S. dollars in immediately available funds to the account specified by the undersigned, without any deduction for or on account of any tax, withholding, charges, or set-off of the Subscription Price by the Escrow Agent or the Company, as applicable, transfer and deliver (and execute and deliver or cause to be executed and delivered such additional documents and instruments and take such further action as may be reasonably necessary to effectuate such transfer and delivery of) the Shares to the Company.

Closing. a. The closing for the purchase and sale of the each Mortgage Loan Package Subscription contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction and shall take place on occur immediately prior to the related merger of Pace into a subsidiary of the Issuer in connection therewith. Not less than five (5) business days prior to the scheduled closing date of the Transaction (the “Closing Date”), Pace shall provide written notice to Subscriber (the “Closing Notice”) of such Closing Date. At Subscriber shall deliver to Pace at least one (1) business day prior to the Purchaser's optionClosing Date, each to be held in escrow until the Closing, the Purchase Price for the Acquired Shares by wire transfer of U.S. dollars in immediately available funds to the account specified by Pace in the Closing Notice. On the Closing Date, Pace shall deliver to Subscriber the Acquired Shares in book entry form and a copy of the register of members of Pace showing Subscriber as the owner of the Acquired Shares, and the Purchase Price shall be either: released from escrow automatically and without further action by telephone, confirmed by letter Pace or wire as Subscriber. In the parties shall agree, or conducted in person, at such place as event the parties shall agree. The closing for the Mortgage Loans to be purchased Closing does not occur on the each Closing Date Date, Pace shall promptly (but not later than one (1) business day thereafter) return the Purchase Price to Subscriber. b. The Closing shall be subject to each of the following conditionsconditions that, on the Closing Date: (i) at least two Business Days prior to no suspension of the related Closing Date, qualification of the Company shall deliver to the Purchaser a magnetic disketteAcquired Shares for offering or sale or trading in any jurisdiction, or transmit electronicallyinitiation or threatening of any proceedings for any of such purposes, a listing on a loan-level basis of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Scheduleshall have occurred; (ii) all of the representations and warranties of Pace, the Sellers Issuer and the Company under Subscriber contained in this Subscription Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct in all material respects as of the related Closing Date Date, and no event consummation of the Closing shall have occurred which, with notice or the passage of time, would constitute a default under reaffirmation by each of Pace, the Issuer and Subscriber of each of the representations, warranties and agreements of each such party contained in this Subscription Agreement or an Event as of Default under the Servicing AgreementClosing Date; (iii) the Purchaser no governmental authority shall have receivedenacted, issued, promulgated, enforced or entered any judgment, order, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 effect of this Agreement, in such forms as are agreed upon and acceptable to making consummation of the Purchaser, duly executed by all signatories other than transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of the Purchaser as required pursuant to the terms hereof;transactions contemplated hereby; and (iv) the Company shall have delivered and released all conditions precedent to the Custodian all documents required pursuant to closing of the Custodial Agreement; and (v) all other terms and conditions Transaction, including the approval of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date Pace’s shareholders, shall have been complied with. Subject satisfied or waived (other than those conditions that may only be satisfied at the closing of the Transaction, but subject to satisfaction of such conditions as of the foregoing conditionsclosing of the Transaction). c. At the Closing, the Purchaser parties hereto shall pay execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the Sellers on the related Closing Date the Purchase Price pursuant to Section 4 of Subscription as contemplated by this Subscription Agreement, by wire transfer of immediately available funds to the account designated by the Company.

Closing. (a) The closing for the purchase and sale of the each Mortgage Loan Package transactions contemplated by this Agreement (the “Closing”) shall take place at the Dallas, Texas offices of Seller’s counsel or via facsimile and/or email as of the date that is the last business day of December, 2010; or such earlier or later date as may be agreed upon by Buyer and Seller; provided, that, if the conditions set forth in Sections 6.3 and 7.3 of this Agreement (other than those conditions that by their terms are to be satisfied at the Closing but subject to the satisfaction or waiver of those conditions at such time) have not been satisfied or waived as of such date, the Closing shall occur on such later date that is the related last day of the calendar month in which all such conditions are satisfied or waived. The date on which the Closing actually occurs shall be the “Closing Date. At .” In the Purchaser's optionevent that all of the conditions to Closing set forth in Articles VI and VII hereof (other than those conditions that by their terms are to be satisfied at the Closing but subject to the satisfaction or waiver of those conditions at such time) have been satisfied prior to the last day of a calendar month prior to December, each Closing 2010, then the last day of such calendar month shall be either: by telephonethe “Valuation Closing Date.” (b) On the Closing Date, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on the each Closing Date following actions shall be subject to each of the following conditionstaken: (i) at least two Business Days prior Buyer shall pay an amount equal to the related Closing Date, the Company shall deliver Payment by wire transfer(s) of immediately available funds payable to the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan ScheduleSeller; (ii) Seller shall deliver, or cause to be delivered, to Buyer, all of the representations Shares together with executed consents, terminations and warranties assignments, including assignments of the Sellers certificates representing the Shares and other instruments of consent and conveyance in form reasonably satisfactory to Buyer and Seller, sufficient to convey to Buyer title to the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing AgreementShares; (iii) the Purchaser Seller shall have receiveddeliver, or cause to be delivered, to Buyer a fully executed Coinsurance and Administrative Services Agreement with the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereofCompany; (iv) Seller shall deliver, or cause to be delivered, to Buyer a fully executed Coinsurance Termination, Commutation and Release Agreement between the Company and United American Insurance Company; (v) Seller shall have delivered deliver, or cause to be delivered, to Buyer a fully executed Assignment and released Assumption Agreement with the Company; (vi) Seller and Buyer shall enter into a transition services agreement, to be negotiated in good faith by Seller and Buyer prior to the Custodian all documents required pursuant to Closing and attached as Exhibit E hereto (the Custodial “Transition Services Agreement”); and (vvii) all Each party shall execute and deliver such other terms and conditions of documents or certificates required under this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers on the related Closing Date the Purchase Price pursuant to Section 4 of this Agreement, by wire transfer of immediately available funds to the account designated reasonably requested by the Companyother parties.

Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchaser agrees to purchase, an aggregate of 2,500,000 shares of Preferred Stock with an aggregate Stated Value equal to the Purchaser’s Subscription Amount as set forth opposite the Purchaser’s name on Schedule A hereto, and Warrants as determined pursuant to Section 2.2(a). The closing Company shall provide written notice (which may be via email) to the Purchaser (the “Closing Notice”) that the Company reasonably expects the Closing to occur (and the conditions thereto to be satisfied) on a date specified in the notice (the “Scheduled Closing Date”) not less than five (5) Business Days after the date of the Closing Notice, which Closing Notice shall contain the Flow of Funds Letter (as defined below) with the Company’s wire instructions for the purchase and sale Escrow Account. The failure of the each Mortgage Loan Package shall take place Closing to occur on the related Closing Date. At the Purchaser's option, each Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on the each Scheduled Closing Date shall be subject to each not terminate this Agreement or otherwise relieve any party of any of its obligations hereunder. Provided that the following conditions: Closing Notice is timely delivered in accordance with the foregoing, no later than two (i2) at least two Business Days prior to Closing, the related Closing DatePurchaser shall deliver to the Escrow Agent, via wire transfer or a certified check, immediately available funds equal to the Purchaser’s Subscription Amount. At the Closing, the Company shall deliver to the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis its shares of the necessary information Preferred Stock and Warrants as determined pursuant to compute the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interestSection 2.2(a), and prepare a Mortgage Loan Schedule; (ii) all the Company and the Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the representations covenants and warranties conditions set forth in Sections 2.2 and 2.3, the Closing shall occur by electronic exchange of the Sellers documents and signatures and the Company under shall deliver to the Escrow Agent any required escrow release notice, duly executed, which shall cause the release of the funds in the Escrow Account to the Company. If this Agreement is terminated prior to the Closing and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct as of the related Closing Date and no event shall any funds have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) already been sent by the Purchaser shall have receivedto the Escrow Account, or the Purchaser's attorneys shall have received in escrow, all closing documents as Closing Date does not occur within five (5) Business Days after the Scheduled Closing Date specified in Section 11 of this Agreementthe Closing Notice, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company shall have delivered and released or shall cause the Escrow Agent to promptly (but not later than seven (7) Business Days after the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Scheduled Closing Date shall have been complied with. Subject to specified in the foregoing conditionsClosing Notice), return the funds delivered by the Purchaser shall pay to for payment of the Sellers on the related Closing Date the Purchase Price pursuant to Section 4 of this Agreement, Purchaser’s Subscription Amount by wire transfer of in immediately available funds to the account designated specified in writing by the CompanyPurchaser (provided, that the failure of the Closing Date to occur within such seven (7) Business Day period and the return of the relevant funds shall not relieve the Purchaser from its obligations under this Agreement for a subsequently rescheduled Closing Date determined by the Company in good faith and indicated to the Purchaser in a timely delivered subsequent Closing Notice).

Closing. (a) The closing for the purchase and sale consummation of the each Mortgage Loan Package Subscription as well as the issuance of Incentive Warrants (the “Closing”) shall take place occur on the related Closing Date. At the Purchaser's option, each Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on the each Closing Date shall be immediately prior (and subject to) to each the consummation of the following conditions:Transaction. (ib) at At least two five (5) Business Days prior to (as defined below) before the related anticipated Closing Date, the Company shall deliver or cause to be delivered written notice to Subscriber (the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the necessary information to compute the Purchase Price of to the Mortgage Loans delivered on such Company. No later than two (2) Business Days after receiving the Closing Date (including accrued interest)Notice, and prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties of the Sellers and Subscriber shall deliver to the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified thereinA) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers on the related Closing Date the Purchase Price pursuant to Section 4 of this Agreement, by wire transfer of United States dollars in immediately available funds to the account(s) specified in the Closing Notice (which account need not be an escrow account), and (B) such information as is requested in the Closing Notice in order for the Company to issue the Subscribed Shares and Incentive Warrants to Subscriber at the Closing. The Company shall deliver to Subscriber (1) at the Closing, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable, and (2) promptly after the Closing, written notice from the Company or its transfer agent evidencing the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. At the Closing, the Company shall reflect the issuance of the Incentive Warrants on the Company.’s books and records, free and clear of

Closing. The closing for 10.1 At the purchase and sale Closing Time, the Selling Securityholder shall deliver to RBC, on behalf of the each Mortgage Loan Package shall take place on Underwriters, the related Closing Dateaggregate number of Exchangeable Shares purchased by the Underwriters pursuant to this Agreement from the Selling Securityholder in the form of an electronic deposit pursuant to the non-certificated issue system maintained by CDS, to the instant deposit number, in the name of RBC or as otherwise directed in writing by RBC, against payment by the Underwriters to the Selling Securityholder of the Purchase Price net of the Underwriting Fee, payable by wire transfer pursuant to instructions provided by the Selling Securityholder to the Underwriters or as the Selling Securityholder may otherwise direct. At In the Purchaser's optionevent that RBC designates that the Exchangeable Shares are to be registered in the name of a depository, each Closing the Exchangeable Shares shall be either: by telephone, confirmed by letter or wire registered in that system in such accounts as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on the each Closing Date shall be subject designated in writing to each of the following conditions: (i) at least two Business Days such depository by RBC or its agent in sufficient time prior to the related Closing DateTime to permit such registration. 10.2 If applicable, at the Over-Allotment Option Closing Time, the Company Selling Securityholder shall deliver to the Purchaser a magnetic disketteRBC, or transmit electronically, a listing on a loan-level basis behalf of the necessary information Underwriters, the aggregate number of Additional Exchangeable Shares purchased by the Underwriters pursuant to compute the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties of the Sellers and the Company under this Agreement and under from the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct as Selling Securityholder in the form of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required electronic deposit pursuant to the terms hereof; (iv) the Company shall have delivered and released non-certificated issue system maintained by CDS, to the Custodian all documents required pursuant instant deposit number, in the name of RBC or as otherwise directed in writing by RBC, against payment by the Underwriters to the Custodial Agreement; and (v) all other terms and conditions Selling Securityholder of this Agreement and the related Additional Purchase Price and Terms Agreement that are required net of the Underwriting Fee relating to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditionssuch Additional Exchangeable Shares, the Purchaser shall pay to the Sellers on the related Closing Date the Purchase Price pursuant to Section 4 of this Agreement, payable by wire transfer of immediately available funds pursuant to instructions provided by the Selling Securityholder to the Underwriters or as the Selling Securityholder may otherwise direct. In the event that RBC designates that the Additional Exchangeable Shares are to be registered in the name of a depository, the Additional Exchangeable Shares shall be registered in that system in such accounts as shall be designated in writing to such depository by RBC or its agent in sufficient time prior to the Over-Allotment Option Closing Time to permit such registration. 10.3 Notwithstanding the foregoing, the Selling Securityholder shall, promptly after the Closing Time or Over-Allotment Option Closing Time, as applicable, cause any Exchangeable Shares or Additional Exchangeable Shares sold to, or for the account designated by or benefit of, persons in the CompanyUnited States or to U.S. Persons on a private resale exempt basis in accordance with Schedule B attached hereto to be removed from CDS and delivered to BIPC’s transfer agent to be held in book-entry form, registered in the name of the purchasers thereof, and with the applicable U.S. restrictive legend thereon as required under the terms of the U.S. Offering Memorandum.

Closing. The closing for Closing of the purchase and sale of the each Mortgage Loan Package Property shall take place on the related through an escrow (“Escrow”) to be established with ▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇, L.L.C. (“Escrow Holder”) at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq., Telephone No.: , Facsimile No.: . The “Closing Date. At the Purchaser's option, each Closing ” shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans a date to be purchased on the each chosen by Buyer by written notice to Seller no later than August 30, 2011, and which Closing Date shall be subject no earlier than September 15, 2011 and no later than September 28, 2011. Notwithstanding the foregoing, Seller shall have the right, upon delivery of notice to each of the following conditions: (i) Buyer given at least two Business Days prior to five (5) days before the related Closing Date, to extend the Company shall deliver to the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such Closing Date up to thirty (including accrued interest), and prepare a Mortgage Loan Schedule; (ii30) all days in order to coordinate the payoff of its existing debt encumbering the representations and warranties of the Sellers and the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) Property. Escrow shall be true and correct as deemed open upon delivery of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly fully executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions copy of this Agreement to Escrow Holder (“Opening of Escrow”). Escrow Holder shall immediately notify Buyer and Seller of the date of Opening of Escrow and the related Purchase Price Escrow Number. The terms “Close of Escrow” and Terms Agreement “Closing” shall mean the date the Special Warranty Deed (hereinafter defined) is filed for record in the Land Records of York County, Virginia. At the option of Seller, Closing may take place through a so-called “New York style” closing, subject to the agreement of Buyer’s lender and Buyer’s title insurance company. It is further understood that neither Seller nor Buyer nor their respective counsel need be physically present at the Closing so long as all documents that are required to be complied with on or before each delivered at Closing Date shall have been complied with. Subject to the foregoing conditionsare fully executed, the Purchaser shall pay to the Sellers delivered in Escrow and available on the related Closing Date Date, and an authorized signatory of the Purchase Price pursuant to Section 4 of this Agreement, affected party is available either in person or by wire transfer of immediately available funds to the account designated by the Companytelephone and facsimile at Closing.

Closing. a. The closing for the purchase and sale of the each Mortgage Loan Package Subscription contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transactions and shall take place on occur immediately prior thereto. Not less than five (5) business days prior to the related anticipated closing date of the Transactions (the “Closing Date. At ”), the Purchaser's option, each Company shall provide written notice to Subscriber (the “Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on the each Closing Date shall be subject to each of the following conditions: Notice”) specifying (i) the anticipated Closing Date, (ii) that the Company reasonably expects all conditions to the closing of the Transactions to be satisfied prior to or on the anticipated Closing Date set forth in the Closing Notice, and (iii) instructions for wiring the Purchase Price for the Acquired Shares. Subscriber shall deliver to the Company at least two Business Days (2) business days prior to the related anticipated Closing Date set forth in the Closing Notice, to be held in escrow by the Company until the Closing, the Purchase Price for the Acquired Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice. On the Closing Date, the Company shall deliver to Subscriber (x) the Purchaser Acquired Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or state or federal securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a magnetic diskettecustodian designated by Subscriber and (y) not later than one (1) business day after the Closing Date, or transmit electronically, a listing on a loan-level basis written notice from the transfer agent of the necessary information Company evidencing the issuance to compute Subscriber of the Acquired Shares on and as of the Closing Date, and the Purchase Price of shall be released from escrow automatically and without further action by the Mortgage Loans delivered Company or Subscriber. In the event the Closing does not occur on such the anticipated Closing Date set forth in the Closing Notice, the Company shall promptly (including accrued interestbut not later than one (1) business day thereafter) return the Purchase Price to Subscriber (without any deduction for or on account of any tax, withholding, charges or set-off), and prepare any book entries or share certificates representing the Acquired Shares shall be deemed cancelled and any such share certificates shall be promptly (but not later than one (1) business day thereafter) returned to the Company; provided that, unless this Subscription Agreement has been terminated pursuant to Section 6 hereof, such return of funds shall not terminate this Subscription Agreement or relieve Subscriber of its obligation to purchase the Acquired Shares at the Closing upon delivery by the Company of a Mortgage Loan Schedulesubsequent Closing Notice in accordance with this Section 2. For the purposes of this Subscription Agreement, “business day” means any day other than a Saturday, Sunday or a day on which the Federal Reserve Bank of New York is closed. b. The Closing shall be subject to the conditions that: (i) no suspension of the qualification of the Class A Shares for offering or sale or trading in any jurisdiction, or initiation or threatening in writing of any proceedings for any of such purposes, shall have occurred; (ii) (x) all of the representations and warranties of the Sellers Company and the Company under Subscriber contained in this Subscription Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct in all material respects when made (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined below), which representations and warranties shall be true and correct in all respects) and shall be true and correct in all material respects on and as of the related Closing Date (unless they specifically speak as of another date in which case they shall be true and no event correct in all material respects as of such date) (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects) with consummation of the Closing constituting a reaffirmation by each of the Company and Subscriber of each of the representations, warranties and agreements of such party contained in this Subscription Agreement as of the Closing Date or such earlier date, as applicable and (y) as of the Closing Date, each party shall have occurred whichperformed, satisfied and complied in all material respects with notice all agreements, covenants and conditions hereunder required to be performed, satisfied or the passage of time, would constitute a default under this Agreement complied with by it at or an Event of Default under the Servicing Agreementprior to Closing; (iii) the Purchaser no governmental authority shall have receivedenacted, issued, promulgated, enforced or entered any judgment, order, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the Purchaser's attorneys shall have received in escroweffect of making consummation of the transactions contemplated hereby illegal or otherwise restricting, all closing documents as specified in Section 11 prohibiting or enjoining consummation of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereoftransactions contemplated hereby; (iv) the Company there shall have delivered and released been no modifications, amendments or waivers to (or consents in respect of) the Merger Agreement that would reasonably be expected to be materially adverse to the Custodian all documents required pursuant economic benefits that Subscriber would reasonably expect to receive under the Custodial Subscription Agreement, unless Subscriber has consented in writing to such modification, amendment or waiver; and (v) all other terms and conditions of precedent set forth in this Subscription Agreement and to the related Purchase Price closing of the Transactions set forth in the Merger Agreement, including the approval of the Company’s stockholders, and Terms Agreement that are required to be complied with on or before each Closing Date regulatory approvals, if any, shall have been complied with. Subject satisfied or (to the foregoing conditionsextent permitted by applicable law) waived by the parties to the applicable agreement who are the beneficiaries to such conditions precedent and the Transactions shall have been or will be consummated substantially concurrently with the Closing. c. At the Closing, the Purchaser parties hereto shall pay execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the Sellers on Subscription as contemplated by this Subscription Agreement; provided, that in no event shall Subscriber be required hereunder to execute any lock-up or similar market standoff agreement or any other agreement restricting the related Closing Date transfer of the Purchase Price Acquired Shares issued pursuant to Section 4 of this Subscription Agreement, by wire transfer of immediately available funds to the account designated by the Company.

Closing. The closing for of the purchase and sale of the each Mortgage Loan Package Shares contemplated hereby (the “Subscription Closing”) is contingent upon the substantially concurrent consummation of the Transaction (the “Transaction Closing”). The Subscription Closing shall take place occur on the related date of, and immediately prior to, the Transaction Closing (the “Transaction Closing Date”). Not less than five business days prior to the scheduled or anticipated Transaction Closing Date, the Company shall provide written notice to the Subscriber (the “Closing Notice”) (i) setting forth the scheduled or anticipated Transaction Closing Date, (ii) stating that the Company reasonably expects all conditions to the Transaction Closing to be satisfied or waived, and (iii) including wire instructions for delivery of the Purchase Price to the Escrow Agent (as defined below). The Subscriber shall deliver to Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”), at least one business day prior to the Transaction Closing Date specified in the Closing Notice, the Purchase Price, which shall be held in a segregated escrow account for the benefit of the Subscriber (the “Escrow Account”) until the Subscription Closing pursuant to the terms of a customary escrow agreement, which shall be on terms and conditions reasonably satisfactory to the Subscriber to be entered into by the Company and the Escrow Agent (the “Escrow Agreement”), by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice. The Company shall provide to the Subscriber, no later than the date on which the Closing Notice is delivered to the Subscriber, a copy of the executed Escrow Agreement to be in force on the Transaction Closing Date. At On the Purchaser's option, each Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on the each Closing Date shall be subject to each of the following conditions: (i) at least two Business Days prior to the related Transaction Closing Date, the Company shall deliver to the Purchaser a magnetic disketteSubscriber (i) the Shares in book-entry form, or, if required by the Subscriber, certificated form, free and clear of any liens or transmit electronicallyother restrictions whatsoever (other than those arising under state or federal securities laws as set forth herein), a listing on a loan-level basis in the name of the necessary information Subscriber (or its nominee in accordance with its delivery instructions) or to compute a custodian designated by the Subscriber, as applicable, and (ii) a copy of the records of the Company’s transfer agent showing the Subscriber (or such nominee or custodian) as the owner of the Shares on and as of the Transaction Closing Date. Upon delivery of the Shares to the Subscriber (or its nominee or custodian, if applicable), the Purchase Price of shall be released from the Mortgage Loans delivered on such Escrow Account automatically and without further action by the Company or the Subscriber. If the Transaction Closing does not occur within one business day after the Transaction Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties of the Sellers and the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditionsNotice, the Purchaser Escrow Agent shall pay to the Sellers on the related Closing Date promptly (but not later than one business day thereafter) return the Purchase Price pursuant to Section 4 of this Agreement, the Subscriber by wire transfer of U.S. dollars in immediately available funds to the account designated specified by the Subscriber. Furthermore, if the Transaction Closing does not occur on the same day as the Subscription Closing, the Escrow Agent (or the Company, if the Purchase Price has been released by the Escrow Agent) shall promptly (but not later than one business day thereafter) return the Purchase Price to the Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by the Subscriber, and any book-entries and, if applicable, certificated shares, shall be deemed cancelled (and, in the case of certificated shares, the Subscriber shall promptly return such certificates to the Company or, as directed by the Company, to the Company’s representative or agent). If this Subscription Agreement terminates in accordance with Section 8 hereof following the delivery by the Subscriber of the Purchase Price for the Shares, the Escrow Agent shall promptly (but not later than one business day after such termination) return the Purchase Price to the Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by the Subscriber. Notwithstanding the foregoing in this Section 2, if the Subscriber informs the Company (1) that it is an investment company registered under the Investment Company Act of 1940, as amended, (2) that it is advised by an investment adviser subject to regulation under the Investment Advisers Act of 1940, as amended, or (3) that its internal compliance policies and procedures so require it, then, in lieu of the settlement procedures provided above, the following shall apply: the Subscriber shall deliver at 8:00 a.m. New York City time on the Transaction Closing Date (or as soon as practicable prior to the Transaction Closing on the Transaction Closing Date, following receipt of evidence from the Company’s transfer agent of the issuance to the Subscriber of the Shares on and as of the Transaction Closing Date) the Purchase Price for the Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice against delivery by the Company to the Subscriber of the Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of the Subscriber (or its nominee in accordance with its delivery instructions) and evidence from the Company’s transfer agent of the issuance to the Subscriber of the Shares on and as of the Transaction Closing Date.

Closing. The closing for the purchase and sale of the each Mortgage Loan Package Closing shall take place at the offices of Escrow Company on the related Closing Date, or through customary closing escrow arrangements reasonably acceptable to Seller and Purchaser by the delivery of documents and funds to Escrow Company on or prior to the Closing Date. At Subject to the Purchaser's optionterms and conditions set forth herein, each Purchaser shall have the right to accelerate the Closing Date by providing written notice to Seller of such date, which date must be at least five (5) Business Days from the date such notice is delivered in accordance with the provisions of Section 13.1; provided, however, that Purchaser shall be either: have the one-time right to revoke such acceleration notice and amend the proposed Closing Date by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans selecting another Business Day to be purchased the Closing Date by delivering written notice to Seller at least two (2) days prior to the previously selected Closing Date (provided that such revised Closing Date is not later than November 6, 2015). Each of Purchaser and Seller acknowledges that its respective undertakings to close this transaction promptly on the each Closing Date shall be subject is a material inducement to each the other to execute this Agreement, that time is of the following conditions: essence and that neither party shall have any obligation or right to extend, postpone or reschedule the Closing, except as expressly set forth herein. Subject to the terms and conditions set forth herein, Purchaser shall have the right to extend the Closing Date for a period of up to fourteen (14) days beyond the original Closing Date. To the extent Purchaser elects to extend the Closing Date pursuant to the preceding sentence, then as a condition precedent to the effectiveness of such extension, Purchaser shall (i) at least two not later than three (3) Business Days prior to the related Closing Date, the Company shall deliver to the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such original Closing Date (including accrued interest), time being of the essence) deliver written notice of such extension to Seller and prepare a Mortgage Loan Schedule; Escrow Agent and (ii) all of not later than two (2) Business Days before the representations and warranties of the Sellers and the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct as of the related original Closing Date deposit with Escrow Agent the additional sum of Two Hundred Fifty Thousand and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; 00/100 Dollars (iii$250,000.00) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers on the related Closing Date the Purchase Price pursuant to Section 4 of this Agreement, by wire transfer of immediately available U.S. Federal funds which shall become part of the Deposit for all purposes under this Agreement and which shall be applied to the account designated by Purchase Price at Closing in accordance with the Companyterms of this Agreement (the “Closing Extension Deposit”).

Closing. (a) The closing for the purchase and sale consummation of the each Mortgage Loan Package Subscription contemplated hereby (the “Closing”) shall take place occur on the related Closing Date. At the Purchaser's option, each Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on the each Closing Date shall be subject to each of the following conditions: (i) at least two Business Days immediately prior to the related consummation of the Transaction. (b) At least five (5) Business Days before the anticipated Closing Date, the Company shall deliver written notice to Subscriber (the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties of the Sellers and the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other Company. No later than the Purchaser as required pursuant two (2) Business Days prior to the terms hereof; (iv) the Company anticipated Closing Date, Subscriber shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers on the related Closing Date deliver the Purchase Price pursuant to Section 4 of this Agreement, for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account designated specified by the Company in the Closing Notice, such funds to be held by the Company in escrow until the Closing, and deliver to the Company such information as is reasonably requested in the Closing Notice in order for the Company to issue the Subscribed Shares to Subscriber, including, without limitation, a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, at the Closing, (i) the Purchase Price shall be released from escrow automatically and without further action by the Company or Subscriber, and (ii) the Company shall deliver to Subscriber (A) the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee or custodian, as applicable, in accordance with its delivery instructions), and (B) as promptly as practicable (but not more than 24 hours after the Closing), a copy of the records of the Company’s transfer agent showing Subscriber (or such nominee or custodian, as applicable) as the owner of the Subscribed Shares on and as of the Closing Date. In the event that the consummation of the Transaction does not occur within five (5) Business Days after the anticipated Closing Date specified in the Closing Notice (the “Closing Outside Date”), unless otherwise agreed to in writing by the Company and Subscriber, the Company shall promptly (but in no event later than five (5) Business Days after the Closing Outside Date) return the funds so delivered by Subscriber to the Company by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated (A) to redeliver funds to the Company following the Company’s delivery to Subscriber of a new Closing Notice and (B) to consummate the Closing upon satisfaction of the conditions set forth in this Section 2. For the purposes of this Subscription Agreement, “Business Day” means any day other than a Saturday, Sunday or any other day on which commercial banks are required or authorized to close in the State of New York.

Closing. (a) The closing for the purchase and sale consummation of the each Mortgage Loan Package Subscription contemplated hereby (the “Closing”) shall take place occur on the related closing date of the Transaction (the “Closing Date. At ”), immediately prior to or substantially concurrently with, the Purchaser's option, each Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on the each Closing Date shall be subject to each consummation of the following conditions:Transaction. (ib) at At least two three (3) Business Days prior to before the related anticipated Closing Date, the Company shall deliver written notice to Subscriber (the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the necessary information to compute the Purchase Price of to the Mortgage Loans delivered on such Company. No later than two (2) Business Days prior to the anticipated Closing Date (including accrued interest)as set forth in the Closing Notice, and prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties of the Sellers and the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) Subscriber shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers on the related Closing Date deliver the Purchase Price pursuant to Section 4 of this Agreement, for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account designated specified by the Company in the Closing Notice, such funds to be held by the Company in a segregated account until the Closing, and deliver to the Company such information as is required in the Closing Notice in order for the Company to issue the Subscribed Shares to Subscriber, including, without limitation, the legal name of the person in whose name the Subscribed Shares are to be issued and a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) at the Closing, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. In the event that (i) the Company does not accept the subscription or (ii) the consummation of the Transaction does not occur within ten (10) Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and the Subscriber, the Company shall promptly (but in no event later than twelve (12) Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber to the Company by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated (A) to redeliver funds to the Company following the Company’s delivery to Subscriber of a new Closing Notice and (B) to consummate the Closing upon satisfaction of the conditions set forth in this Section 2. For the purposes of this Subscription Agreement, “Business Day” means any day other than a Saturday, Sunday or any other day on which the Federal Reserve Bank of New York is closed. Any funds held in such segregated account by the Company will be uninvested, and the Subscriber shall not be entitled to any interest earned thereon.

Closing. (a) The closing for the purchase and sale consummation of the each Mortgage Loan Package Subscription (the “Closing”) shall take place be contingent upon, and occur on the related Closing Date. At the Purchaser's option, each Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on the each Closing Date shall be subject immediately prior to each or concurrently with the consummation of the following conditions:Transaction. (ib) at At least two five Business Days prior to before the related anticipated Closing Date, the Company shall deliver written notice to Subscriber (the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis of “Closing Notice”) specifying (i) the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such anticipated Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; (ii) all the wire instructions for delivery of the representations and warranties of Subscription Amount to the Sellers and Company. No later than three Business Days after receiving the Closing Notice, Subscriber shall deliver to the Company under this Agreement such information as is reasonably requested in the Closing Notice in order for the Company to issue the Subscribed Shares and under Private Placement Warrants to Subscriber. Subscriber shall two (2) business days prior to the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct as of the related expected Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreementthe Closing Notice, in such forms as are agreed upon and acceptable deliver to the PurchaserCompany, duly executed by all signatories other than the Purchaser as required pursuant Subscription Amount in cash via wire transfer to the terms hereof; (iv) account specified in the Closing Notice. At the Closing, the Company shall have delivered issue the Subscribed Shares and released Private Placement Warrants to the Custodian all documents required pursuant Subscriber and cause the Subscribed Shares and Private Placement Warrants to be registered in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or state or federal securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable. In the event that the consummation of the Transaction does not occur within three Business Days after the anticipated Closing Date specified in the Closing Notice, the Company shall promptly (but in no event later than three Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers on the related Closing Date the Purchase Price pursuant to Section 4 of this Agreement, Company by wire transfer of in immediately available funds to the account designated specified by Subscriber; provided that, unless this Subscription Agreement has been validly terminated pursuant to Section 6 hereof, neither the Companyfailure of the Closing to occur on the Closing Date specified in the Closing Notice nor such return of funds shall (x) terminate this Subscription Agreement, (y) be deemed to be a failure of any of the conditions to Closing set forth in this Section 2, or (z) otherwise relieve any party of any of its obligations hereunder, including Subscriber’s obligation to redeliver the Subscription Amount and purchase the Subscribed Shares and Private Placement Warrants at the Closing in the event the Company delivers a subsequent Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means any day other than a Saturday, Sunday or a day on which the Federal Reserve Bank of New York is closed. Prior to or at the Closing, Subscriber shall deliver to the Company a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8.

Closing. (a) The closing for the purchase and sale consummation of the each Mortgage Loan Package Subscription contemplated hereby (the “Closing”) shall take place occur on the related closing date of the Transactions contemplated by the Transaction Agreement (the “Closing Date. At ”), immediately prior to or substantially concurrently with the Purchaser's option, each Closing shall be either: by telephone, confirmed by letter or wire as consummation of the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans Transactions to be purchased completed on the each Closing Date shall be subject to each of the following conditions:Date. (ib) at At least two six (6) Business Days prior to before the related anticipated Closing Date, the Company shall deliver written notice to Subscriber (the Purchaser a magnetic diskette“Closing Notice”) which shall: (i) specify the anticipated Closing Date, or transmit electronically, a listing on a loan-level basis (ii) provide the wire instructions for delivery of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties of the Sellers and to the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) confirm the Purchaser shall have receivedWire Verification Information, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed if previously provided to Subscriber upon and acceptable request by Subscriber. No later than 5:00 PM New York City time on two (2) Business Days prior to the PurchaserClosing Date, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company Subscriber shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers on the related Closing Date deliver the Purchase Price pursuant to Section 4 of this Agreement, for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account designated specified by the Company in the Closing Notice, such funds to be held by the Company in escrow until the Closing, and deliver to the Company such information as is reasonably requested in the Closing Notice in order for the Company to issue the Subscribed Shares to Subscriber, including, without limitation, the legal name of the person in whose name the Subscribed Shares are to be issued and a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) at the Closing, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions), and (ii) as promptly as practicable after the Closing, evidence from the Company.’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. Notwithstanding the foregoing two sentences, if Subscriber informs the Company (1) that it is an investment company registered under the Investment Company Act of 1940, as amended, or (2) that it is advised by an investment adviser subject to regulation under the Investment Advisers Act of 1940, as amended, then, in lieu of the settlement procedures in the foregoing two sentences, the following shall apply: Subscriber shall deliver at 8:00 a.m. New York City time on the Closing Date the Purchase Price for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice. In the event that (i) the Company does not accept the subscription or (ii) the consummation of the Transactions does not occur within three (3) Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company shall promptly (but in no event later than two (2) Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber to the Company by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be

Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchaser agrees to purchase, an aggregate of 29,700 shares of Preferred Stock with an aggregate Stated Value equal to the Purchaser’s Subscription Amount as set forth opposite the Purchaser’s name on Schedule A hereto, and Warrants as determined pursuant to Section 2.2(a). The closing Company shall provide written notice (which may be via email) to the Purchaser (the “Closing Notice”) that the Company reasonably expects the Closing to occur (and the conditions thereto to be satisfied) on a date specified in the notice (the “Scheduled Closing Date”) not less than five (5) Business Days after the date of the Closing Notice, which Closing Notice shall contain the Flow of Funds Letter (as defined below) with the Company’s wire instructions for the purchase and sale Escrow Account. The failure of the each Mortgage Loan Package shall take place Closing to occur on the related Closing Date. At the Purchaser's option, each Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on the each Scheduled Closing Date shall be subject to each not terminate this Agreement or otherwise relieve any party of any of its obligations hereunder. Provided that the following conditions: Closing Notice is timely delivered in accordance with the foregoing, no later than two (i2) at least two Business Days prior to Closing, the related Closing DatePurchaser shall deliver to the Escrow Agent, via wire transfer or a certified check, immediately available funds equal to the Purchaser’s Subscription Amount. At the Closing, the Company shall deliver to the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis its shares of the necessary information Preferred Stock and Warrants as determined pursuant to compute the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interestSection 2.2(a), and prepare a Mortgage Loan Schedule; (ii) all the Company and the Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the representations covenants and warranties conditions set forth in Sections 2.2 and 2.3, the Closing shall occur by electronic exchange of the Sellers documents and signatures and the Company under shall deliver to the Escrow Agent any required escrow release notice, duly executed, which shall cause the release of the funds in the Escrow Account to the Company. If this Agreement is terminated prior to the Closing and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct as of the related Closing Date and no event shall any funds have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) already been sent by the Purchaser shall have receivedto the Escrow Account, or the Purchaser's attorneys shall have received in escrow, all closing documents as Closing Date does not occur within five (5) Business Days after the Scheduled Closing Date specified in Section 11 of this Agreementthe Closing Notice, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company shall have delivered and released or shall cause the Escrow Agent to promptly (but not later than seven (7) Business Days after the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Scheduled Closing Date shall have been complied with. Subject to specified in the foregoing conditionsClosing Notice), return the funds delivered by the Purchaser shall pay to for payment of the Sellers on the related Closing Date the Purchase Price pursuant to Section 4 of this Agreement, Purchaser’s Subscription Amount by wire transfer of in immediately available funds to the account designated specified in writing by the CompanyPurchaser (provided, that the failure of the Closing Date to occur within such seven (7) Business Day period and the return of the relevant funds shall not relieve the Purchaser from its obligations under this Agreement for a subsequently rescheduled Closing Date determined by the Company in good faith and indicated to the Purchaser in a timely delivered subsequent Closing Notice).

Closing. The closing for of the purchase and sale of the each Mortgage Loan Package Shares contemplated hereby (the “Closing”) shall take place occur on a closing date (the related “Closing Date”) specified in the Closing Notice (as defined below), and be conditioned upon the prior or substantially concurrent consummation of the Transaction (the closing date of the Transaction, the “Transaction Closing Date”). At Upon delivery of written notice from (or on behalf of) ParentCo to the Purchaser's option, each Investor (the “Closing shall be either: by telephone, confirmed by letter or wire as Notice”) that ParentCo reasonably expects all conditions to the parties shall agree, or conducted in person, at such place as closing of the parties shall agree. The closing for the Mortgage Loans Transaction to be purchased satisfied or waived and all Closing Conditions of this Subscription Agreement to be satisfied on the each an expected Transaction Closing Date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall be subject to each of deliver the following conditions: Subscription Amount one (i1) at least two Business Days business days prior to the related Closing Date, the Company shall deliver to the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such expected Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties of the Sellers and the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers on the related Closing Date the Purchase Price pursuant to Section 4 of this Agreement, by wire transfer of United States dollars in immediately available funds to the account(s) specified by ParentCo in the Closing Notice. On the Closing Date, ParentCo shall issue the Shares to the Investor and subsequently cause the Shares to be registered in book entry form in the name of the Investor on the ParentCo share register. For purposes of this Subscription Agreement, “business day” shall mean a day, other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close. Prior to or at the Closing, Investor shall deliver to ParentCo a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. In the event the Transaction Closing Date does not occur within two (2) business days after the Closing Date under this Subscription Agreement, ParentCo shall promptly (but not later than one (1) business day thereafter) return the Subscription Amount to the Investor by wire transfer of U.S. dollars in immediately available funds to the account designated specified by the CompanyInvestor, and any book-entries for the Shares shall be deemed repurchased and cancelled; provided that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing.

Closing. (a) The closing for the purchase and sale consummation of the each Mortgage Loan Package Subscription (the “Closing”) shall take place be contingent upon the Merger, and shall be contingent upon and occur on the related Closing Date immediately prior to or concurrently with the consummation of the Transaction. (b) At least fifteen (15) Business Days before the anticipated Closing Date. At , the Purchaser's option, each Issuer shall deliver written notice to Subscriber (the “Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on the each Closing Date shall be subject to each of the following conditions: Notice”) specifying (i) at least two the anticipated Closing Date and (ii) the wire instructions for delivery of the Subscription Amount to the Issuer. No later than three (3) Business Days after receiving the Closing Notice, Subscriber shall deliver to the Issuer such information as is reasonably requested in the Closing Notice in order for the Issuer to issue the Subscribed Shares to Subscriber. Ten (10) Business Days prior to the related expected Closing DateDate specified in the Closing Notice, the Company Subscriber shall deliver to the Purchaser Issuer, the Subscription Amount in cash via wire transfer to the account specified in the Closing Notice. At the Closing, the Issuer shall issue the Subscribed Shares to Subscriber and cause the Subscribed Shares to be registered in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or state or federal securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a magnetic diskettecustodian designated by Subscriber, or transmit electronically, a listing on a loan-level basis as applicable. In the event that the consummation of the necessary information to compute Transaction does not occur within ten (10) Business Days after the Purchase Price of the Mortgage Loans delivered on such anticipated Closing Date specified in the Closing Notice, the Issuer shall promptly (including accrued interest), and prepare a Mortgage Loan Schedule; but in no event later than ten (ii10) all of Business Days after the representations and warranties of the Sellers and the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct as of the related anticipated Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable the Closing Notice) return the funds so delivered by Subscriber to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers on the related Closing Date the Purchase Price pursuant to Section 4 of this Agreement, Issuer by wire transfer of in immediately available funds to the account designated specified by Subscriber; provided that, unless this Subscription Agreement has been validly terminated pursuant to Section 7 hereof, neither the Companyfailure of the Closing to occur on the Closing Date specified in the Closing Notice nor such return of funds shall (x) terminate this Subscription Agreement, (y) be deemed to be a failure of any of the conditions to Closing set forth in this Section 2, or (z) otherwise relieve any party of any of its obligations hereunder, including Subscriber’s obligation to redeliver the Subscription Amount and purchase the Subscribed Shares at the Closing in the event the Issuer delivers a subsequent Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means any day other than a Saturday, Sunday or a day on which the Federal Reserve Bank of New York is closed. Prior to or at the Closing, Subscriber shall deliver to the Company a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8.

Closing. a. The closing for the purchase and sale of the each Mortgage Loan Package Subscription contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transactions and shall take place on occur immediately prior thereto. Not less than five (5) business days prior to the related scheduled closing date of the Transactions (the “Closing Date”), the Issuer shall provide written notice to Subscriber (the “Closing Notice”) of such Closing Date. At Subscriber shall deliver to the Purchaser's optionIssuer no later than one (1) business day before the Closing Date (as specified in the Closing Notice or such other date as otherwise agreed to by the Issuer and the Subscriber, each the “Purchase Price Payment Date”) the Purchase Price for the Acquired Shares by wire transfer of U.S. dollars in immediately available funds (i) to the account specified by the Issuer in the Closing Notice, to be held in a third-party escrow account (the “Escrow Account”) designated by the Issuer prior to the Closing Date for the benefit of the Subscriber until the Closing Date or (ii) to an account specified by the Issuer otherwise mutually agreed by the Subscriber and the Issuer (“Alternative Settlement Procedures”). On the Closing Date, the Issuer shall deliver to Subscriber (1) the Acquired Shares in book entry form (or, if requested by the Subscriber in writing at a reasonable time in advance of the Closing, certificated), free and clear of any liens or other restrictions whatsoever (other than those set forth in this Subscription Agreement or arising under state or federal securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable, and (2) a copy of the records of the Issuer’s transfer agent (the “Transfer Agent”) showing Subscriber as the owner of the Acquired Shares on and as of the Closing Date (the “Subscriber’s Deliveries”). Unless otherwise provided pursuant to Alternative Settlement Procedures, upon the transfer of the Subscriber’s Deliveries by the Issuer to the Subscriber, (or its nominee in accordance with its delivery instructions) the Issuer shall, or shall cause the escrow agent for the Escrow Account to, release the Purchase Price from the Escrow Account to the Issuer. In the event the closing of the Transactions does not occur within five (5) business days of the Closing Date specified in the Closing Notice, unless otherwise instructed by the Issuer and the Subscriber, the Issuer shall, or shall cause the escrow agent for the Escrow Account to, promptly (but not later than one (1) business day thereafter) return the Purchase Price to Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by Subscriber, and any book entries or share certificates shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. deemed cancelled. b. The closing for the Mortgage Loans to be purchased on the each Closing Date shall be subject to each of the following conditionsconditions that, on the Closing Date: (i) at least two Business Days prior solely with respect to the related Closing DateSubscriber, the Company shall deliver to the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties made by the Issuer (other than the representations and warranties set forth in Section 3(b), Section 3(c) and Section 3(h)) in this Subscription Agreement shall be true and correct in all material respects as of the Sellers Closing Date (other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects as of such date, and other than those representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined below), which shall be true and correct in all respects as of the Closing Date), and the Company under this Agreement representations and under warranties made by the Servicing Agreement (with respect to each Mortgage LoanIssuer set forth in Section 3(b), as specified thereinSection 3(c) and Section 3(h) shall be true and correct in all respects as of the related Closing Date (other than those representations and no event warranties expressly made as of an earlier date, which shall have occurred whichbe true and correct in all respects as of such date), in each case without giving effect to the consummation of the Transactions; (ii) solely with notice respect to the Issuer, the representations and warranties made by the Subscriber in this Subscription Agreement shall be true and correct in all material respects as of the Closing Date (other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects as of such date, and other than those representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined below), which shall be true and correct in all respects as of the passage Closing Date), in each case without giving effect to the consummation of time, would constitute a default under this Agreement or an Event of Default under the Servicing AgreementTransactions; (iii) solely with respect to Subscriber, the Purchaser Issuer shall have receivedperformed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing, except where the failure of such performance or compliance would not or would not reasonably be expected to prevent, materially delay, or materially impair the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 ability of this Agreement, in such forms as are agreed upon and acceptable the Issuer to consummate the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereofClosing; (iv) solely with respect to the Company Issuer, Subscriber shall have delivered the Purchase Price in compliance with the terms of this Subscription Agreement; (v) no governmental authority having jurisdiction shall have enacted, issued, promulgated, enforced or entered any material judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and released to has the Custodian all documents required pursuant to effect of restraining, enjoining or otherwise prohibiting or making illegal the Custodial consummation of the transactions contemplated by this Subscription Agreement; (vi) no suspension of the qualification of the Acquired Shares for offering or sale or trading in any jurisdiction, no suspension or removal from listing of the Acquired Shares on the Nasdaq Capital Market (“Nasdaq”) and no initiation or threatening of any proceedings for any of such purposes or delisting, shall have occurred; and (vvii) all other terms and conditions precedent to the closing of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date Transactions set forth in the Business Combination Agreement, shall have been complied with. Subject satisfied or waived by the party entitled to the foregoing conditionsbenefit thereof under the Business Combination Agreement (other than those conditions that may only be satisfied at the closing of the Transactions, but subject to satisfaction or waiver by such party of such conditions as of the closing of the Transactions). c. At or prior to the Closing, the Purchaser parties hereto shall pay execute and deliver such additional documents and take such additional actions as the parties reasonably may deem necessary in order to consummate the Sellers on the related Closing Date the Purchase Price pursuant to Section 4 of Subscription as contemplated by this Subscription Agreement, by wire transfer of immediately available funds to the account designated by the Company.

Closing. (a) The closing for (“Closing”) of the purchase and sale of the each Mortgage Loan Package Property shall take place be held at the office of the Escrow Agent, during normal business hours, on or before February 25, 2011 (such date being hereinafter referred to as the “Closing Date”). Notwithstanding the foregoing, Purchaser and Seller have agreed pursuant to a separate written agreement (attached as Exhibit Q), to a “tiered” closing schedule as it relates to all of the Inland Contracts, and in no event shall Seller be obligated to close on the related sale of this Property in a manner which is inconsistent with said closing schedule. Time is of the essence with respect to the Closing Date. At , it being understood that the Purchaser's option, each provisions of this Agreement regarding the Closing Date are a material inducement to Seller to enter into this Agreement. (b) The delivery to Closing Agent of the Purchase Price and the executed Seller Closing Documents and the executed Purchaser Closing Documents shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans deemed to be purchased on a good and sufficient tender of performance of the each terms hereof. (c) The following items of expense shall be adjusted as of midnight of the day immediately preceding the Closing Date (such that Seller shall be subject responsible for all days prior to each of the following conditions:Closing Date and Purchaser shall be responsible for all days from and after the Closing Date, including, without limitation, the Closing Date): (i) Real estate taxes that are accrued and unpaid and otherwise due and payable with respect to the Property on the basis of the most current bills or other current information available. Provided, however, the following described tenants pay real estate taxes to landlord under their respective Leases on an annual basis, in arrears (i.e., by EOM December, 2010 for calendar year 2010): ▇▇▇▇, ▇▇ Maxx, Petsmart and Hibbett Sports (the “Annual Real Estate Taxpaying Tenants”) and with respect to insurance reimbursements, the following described tenants pay insurance reimbursement to landlord under their respective Leases on an annual basis, in arrears: Ross, ▇▇▇▇▇▇▇ Sports, and Petsmart (the “Annual Insurance Reimbursement Tenants”). Real Estate taxes and insurance reimbursements for calendar years 2010 and 2011 (if Closing occurs in 2011) to be credited to Purchaser by Seller at least two Business Days Closing will not include a credit for the real estate tax payments due and payable by the Annual Real Estate Taxpaying Tenants or a credit for insurance reimbursement due and payable by the Annual Insurance Reimbursement Tenants for calendar years 2010 and 2011 (if Closing occurs in 2011). Purchaser agrees to ▇▇▇▇ and collect real estate tax reimbursements and insurance reimbursements from the Annual Real Estate Taxpaying Tenants and Annual Insurance Reimbursement Tenants for calendar years 2010 and 2011 (if applicable). At or prior to the related Closing Date, Seller shall have fully paid and satisfied all real estate taxes for which a ▇▇▇▇ has issued and shall be entitled to collect from any tenants of the Property each tenant’s proportionate share of said taxes pursuant to the terms of the Existing Leases. In addition, at or prior to the Closing Date, Seller will have fully paid and discharged all special assessments encumbering the Property. (ii) Fuel, water and sewer service charges, and charges for gas, electricity, telephone and all other public utilities to the extent such charges are not paid on a pass through basis by the tenants of the Property. If there are meters on the Real Property measuring the consumption of water, gas or electric current, Seller shall, not more than two (2) days prior to the Closing Date, use its good faith efforts to cause such meters (for utilities for which Seller, and not tenants, are responsible) to be read, and shall pay promptly all utility bills for which Seller is liable upon receipt of a statement therefor. Purchaser shall be liable for and shall pay all utility bills for services rendered after such meter readings. In the event such utility readings cannot be accomplished, another fair and equitable manner of adjustment of utilities, such as an adjustment based on historical estimates of the utility charges, shall be undertaken. (iii) All charges payable with respect to the Contracts and other agreements remaining in effect after closing, if any, and all other costs and expenses (if any) of managing, operating, maintaining and repairing the Property to the extent such charges are not paid on a pass through basis by the tenants of the Property. The adjustments described in Sections 13(c)(i) through (iii) shall be paid on the Closing Date by a credit to Purchaser (or Seller, as applicable) against the Purchase Price. If the amount of any of the adjustments described in Sections 13(c)(ii) or (iii) cannot be determined on the Closing Date, the Company parties shall estimate such expenses with an appropriate adjustment therefor being made within thirty (30) days after the Closing Date by good check. In making the adjustments required by this subsection, Seller shall be given credit for all amounts prepaid for the Closing Date and any period thereafter, and Seller shall be charged with any unpaid charges for the period prior to the Closing Date. (d) The scheduled monthly rent and other tenant charges (including CAM, real estate taxes and insurance) payable by tenants under the Leases shall be adjusted as of midnight of the day immediately preceding the Closing Date (such that Seller is entitled to receive/retain all amounts allocable to the period prior to the Closing Date and Purchaser shall receive a credit at closing for the day of closing through the end of the month in which closing occurs). All rent and other charges prepaid to Seller beyond the month in which closing occurs shall be paid to Purchaser at closing in the form of a credit against the Purchase Price. Past-due rent and other charges which are due and payable to Seller but uncollected as of the Closing Date shall not be adjusted, but Purchaser shall cause the rent for the month in which closing occurs and the period prior to the Closing Date to be remitted to Seller if, as and when collected, in accordance with the provisions of this Section 13(d). On the Closing Date, Seller shall deliver to the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis schedule of all such past due but uncollected rent and other amounts owed by tenants. Purchaser agrees to include the past due amounts in its billing statement to such tenants in arrears as of the necessary information Closing Date and to compute pursue the collection of same. All rent (including base rent, CAM charges, insurance and real estate tax reimbursements), when collected, shall be applied first to Purchaser’s reasonable, third-party collection costs, then to rent (as defined above) due Purchaser, then the excess, if any, to Seller on account of rental arrearages due to Seller. Seller reserves the right to pursue any such arrearages by action against the tenant (not including an action for possession of the tenant’s demised premises nor for termination of its lease). Percentage rents shall be apportioned between Seller and Purchaser upon receipt of the payment from the subject tenant subsequent to the Closing Date, based on the number of days in the lease year (or other period) before and after the Closing Date, respectively. Further, with respect to reconciliations of CAM charges, insurance reimbursements, and real estate tax reimbursements for the calendar year in which Closing occurs, Seller shall deliver to Purchaser at Closing a schedule(s) showing the CAM, insurance reimbursements and real estate tax reimbursements received from tenants prior to the Closing Date and the operating, insurance and real estate tax expenses of the Property actually incurred prior to the Closing Date. If applicable, Purchaser shall receive a net credit against the Purchase Price to adjust for the foregoing and within 90 days after the expiration of the Mortgage Loans delivered on such calendar year in which the Closing Date (including accrued interest)occurs, Purchaser and prepare a Mortgage Loan Schedule; (ii) all of Seller shall re-prorate the representations CAM, insurance reimbursements and warranties of real estate tax reimbursements for the Sellers and calendar year in which the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers occurs based on the related Closing Date actual, final numbers and reconcile any adjustments due Seller based on the Purchase Price pursuant to Section 4 of this Agreement, by wire transfer of immediately available funds to the account designated by the Company.credits afforded Purchaser at

Closing. The (a) Subject to the satisfaction or waiver (in writing) of the conditions set forth in Section 2(d), (e) and (f), the closing of the Subscription contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction and shall occur on the date of, and substantially concurrently with and conditioned upon the effectiveness of, the Transaction (such date, the “Closing Date”). Not less than five (5) business days prior to the date on which the Company reasonably expects the Closing to occur (the “Scheduled Closing Date”), the Company shall provide written notice (which may be via email) to Subscriber (the “Closing Notice”) of the Scheduled Closing Date, which Closing Notice shall contain the Company’s wire instructions for an escrow account established by the Company to the purpose of collecting funds in advance of the Closing. (b) At least three (3) business days prior to the Scheduled Closing Date, Subscriber shall deliver to the escrow account referenced above the Purchase Price for the purchase and sale Acquired Shares subscribed by wire transfer of United States dollars in immediately available funds. Upon the Closing, the Company shall provide instructions to the escrow agent for the escrow account to release the funds in the escrow account to the Company against delivery to Subscriber of the each Mortgage Loan Package Acquired Shares, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws or created by virtue of the Lock-Up Undertaking), in book-entry form. If this Subscription Agreement is terminated prior to the Closing or the Closing does not occur within ten (10) business days following the Scheduled Closing Date and any funds have already been sent by Subscriber to the escrow account, then promptly (but in no event longer than one (1) business days thereafter) after such termination or failure of closing, the Company will instruct the escrow agent to promptly (but in no event longer than one (1) business days thereafter) return such funds to Subscriber. For purposes of this Subscription Agreement, “business day” shall take place mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close. (c) On the Closing Date, subject to the satisfaction or waiver (in writing) of the conditions set forth in Section 2(d), (e) and (f) (other than those conditions that by their nature are to be satisfied at or prior to Closing, but without affecting the requirement that such conditions be satisfied or waived at or prior to Closing), assuming that Subscriber shall have delivered to the Company on the related Closing DateDate the Purchase Price for the Acquired Shares by wire transfer of U.S. dollars in immediately available funds to the escrow account specified by the Company in the Closing Notice, the Company shall deliver to Subscriber the Acquired Shares in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws or created by virtue of the Lock-Up Undertaking), in the name of Subscriber (or his or her nominee in accordance with his or her delivery instructions) or to a custodian designated by Subscriber, as applicable. At Each book entry for the Purchaser's optionAcquired Shares shall contain a notation, and each Closing certificate (if any) evidencing the Acquired Shares shall be eitherstamped or otherwise imprinted with a legend, in substantially the following form: by telephoneTHE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, confirmed by letter or wire as the parties shall agreeAS AMENDED, or conducted in personOR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, at such place as the parties shall agree. AND MAY NOT BE REOFFERED, SOLD, ASSIGNED, PLEDGED, ENCUMBERED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. (d) The closing for the Mortgage Loans to be purchased on the each Closing Date shall be subject to the satisfaction on the Closing Date, or the waiver (in writing) by each of the parties hereto, of each of the following conditions: (i) at least two Business Days prior to no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the related Closing Date, effect of making the Company shall deliver to the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis consummation of the necessary information to compute the Purchase Price transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule;transactions contemplated hereby; and (ii) (A) all conditions precedent to the closing of the Transaction contained in the Business Combination Agreement shall have been satisfied (as determined by the parties to the Business Combination Agreement and other than those conditions under the Business Combination Agreement which, by their nature, are to be fulfilled at the closing of the Transaction, including to the extent that any such condition is dependent upon the consummation of the purchase and sale of the Acquired Shares pursuant to this Subscription Agreement) or waived according to the terms of the Business Combination Agreement and (B) the closing of the Transaction shall be scheduled to occur concurrently with or on the same date as the Closing. (e) The obligation of the Company to consummate the issuance and sale of the Acquired Shares pursuant to this Subscription Agreement shall be subject to the conditions that (i) all representations and warranties of the Subscriber contained in this Subscription Agreement are true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true in all respects) at and as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Subscriber of each of the representations and warranties of the Sellers Subscriber contained in this Subscription Agreement as of the Closing Date; and (ii) all obligations, covenants and agreements of the Subscriber required to be performed by him or her at or prior to the Closing Date shall have been performed in all material respects. (f) The obligation of the Subscriber to consummate the purchase of the Acquired Shares pursuant to this Subscription Agreement shall be subject to the conditions that (i) all representations and warranties of the Company under contained in this Subscription Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Company Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the related Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations and warranties of the Company contained in this Subscription Agreement as of the Closing Date and no event shall have occurred which(ii) all obligations, with notice covenants and agreements of the Company required by the Subscription Agreement to be performed by it at or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable prior to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers on the related Closing Date the Purchase Price pursuant to Section 4 of this Agreement, by wire transfer of immediately available funds to the account designated by the Companyperformed in all material respects.

Closing. (a) The closing consummation of the Subscription contemplated hereby (the “Closing”) is contingent upon the prior or substantially concurrent consummation of the Merger and shall occur on the Closing Date (as defined below). (b) At least five (5) Business Days (as defined in the Merger Agreement) before the anticipated date of the Closing (the “Closing Date”), the Company shall deliver written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the Company. No later than two (2) Business Days prior to the Closing Date, Subscriber shall deliver to the Company such information as is reasonably requested in the Closing Notice in order for the purchase and sale Company to issue the Subscribed Shares to Subscriber, including, without limitation, the legal name of the each Mortgage Loan Package shall take place on person in whose name the related Subscribed Shares are to be issued. On the Closing Date. At , prior to the Purchaser's optionEffective Time (as defined in the Merger Agreement), each Closing Subscriber shall be either: by telephone, confirmed by letter or wire as deliver the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing Purchase Price for the Mortgage Loans Subscribed Shares by wire transfer of United States dollars in immediately available funds to be purchased the account specified by the Company in the Closing Notice, and the Company shall deliver to Subscriber at the Closing, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under state or federal securities Laws (as defined in the Merger Agreement) or those created by Subscriber), in the name of Subscriber (or its nominee in accordance with its delivery instructions), and evidence from the Company’s transfer agent (or other evidence reasonably acceptable to Subscriber) of the issuance to Subscriber of the Subscribed Shares on and as of the each Closing Date Date. (c) The Closing shall be subject to each the satisfaction (or waiver, to the extent permitted by applicable law, by the Company, on the one hand, and by Subscriber, on the other hand), on or prior to the Closing Date, of the following conditions: (i) at least two Business Days the prior to the related Closing Date, the Company shall deliver to the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis substantially concurrent consummation of the necessary information to compute Merger in accordance with the Purchase Price terms of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties of the Sellers and the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company shall have delivered and released to the Custodian all documents required pursuant to the Custodial Merger Agreement; and (vii) all other terms and conditions (A) no injunction or similar order by any Governmental Entity (as defined in the Merger Agreement) having jurisdiction over any party hereto or any of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on its subsidiaries (whether temporary, preliminary or before each Closing Date permanent) shall have been complied with. Subject issued that prohibits the consummation of the Subscription and shall continue to be in effect, and (B) no Law shall have been enacted, entered, promulgated, enforced or deemed applicable by any Governmental Entity having jurisdiction over any party hereto or any of its subsidiaries that has the effect of making the Subscription illegal or otherwise prohibiting consummation of the Subscription. (d) Subscriber shall deliver to the foregoing conditions, the Purchaser shall pay to the Sellers on the related Closing Date the Purchase Price pursuant to Section 4 of this Agreement, by wire transfer of immediately available funds to the account designated Company all such other information as is reasonably requested by the CompanyCompany in order for the Company to issue the Subscribed Shares to Subscriber, including a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8, as applicable.

Closing. The closing for Closing of title hereunder (“Closing”) will be held at the purchase and sale offices of the each Mortgage Loan Package shall take place Title Company, at 1:00 P.M. local time on December 8, 2011, TIME BEING OF THE ESSENCE, (the related “Closing Date. At the Purchaser's option”), each or at such other definite place and time and/or prior date as Seller and Buyer may agree upon in writing; provided, however that Closing shall be either: by telephoneoccur no later than December 16, confirmed by letter or wire as 2011 (“Outside Closing Date), TIME BEING OF THE ESSENCE; and provided further, however, that if Closing does not occur on December 8, 2011, Buyer shall pay to Seller the parties amount of Two Thousand Five Hundred ($2500.00) Dollars per day (cumulatively, the “Extension Fee”) which obligation to pay the Extension Fee shall agreecommence on, or conducted in personand include, at such place as December 8, 2011, and continue until the parties shall agree. The closing for the Mortgage Loans to be purchased on the each Closing Date shall be subject to each earlier of the following conditions: (i) at least two Business Days prior to the related date on which Closing does occur, or (ii) the date this Agreement is terminated by Seller as hereinafter provided. In the event that Closing does not occur on or before the Outside Closing Date, the Company shall deliver then, notwithstanding anything to the Purchaser a magnetic diskettecontrary contained in this Agreement, or transmit electronicallythe Deposit shall be non-refundable and shall be immediately paid to Seller. The Extension Fee (i) is an amount to be paid by Buyer to Seller which is separate and apart from, a listing on a loan-level basis of and in addition to, the necessary information Buyer’s obligations to compute pay the Purchase Price of and the Mortgage Loans delivered on such Closing Date (including accrued interest)Deposit, and prepare a Mortgage Loan Schedule; (ii) all of shall not be credited against the representations and warranties of the Sellers and the Company under this Agreement and under the Servicing Agreement Purchase Price or Deposit at Closing, (with respect to each Mortgage Loan, as specified thereiniii) shall be true paid by Buyer to Seller regardless of whether Closing occurs, and correct as (iv) shall be paid by Buyer to Seller immediately upon demand by Seller. In the event that Closing does not occur on or before the Outside Closing Date, then Seller may terminate this Agreement at any time thereafter in Seller’s sole discretion. Unless otherwise agreed between Buyer and Seller, the transaction contemplated hereby shall also be closed by means of the related Closing Date concurrent delivery of the documents of title and no event shall have occurred whichthe conveyancing documents, with notice or and the passage payment of time, would constitute a default under this Agreement or an Event of Default the Purchase Price subject to the adjustments expressly provided for under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 terms of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser Buyer shall pay to for any administrative charges or closing fees of the Sellers on Title Company and Escrow Agent for the related Closing Date the Purchase Price pursuant to Section 4 conduct of this AgreementClosing, by wire transfer of immediately available funds to the account designated by the Companyif any.

Closing. The closing for of the purchase and sale of the each Mortgage Loan Package Shares contemplated hereby (the “Subscription Closing”) is contingent upon the substantially concurrent consummation of the Transaction (the “Transaction Closing”). The Subscription Closing shall take place occur on the related date of, and immediately prior to, the Transaction Closing (the “Transaction Closing Date”). At Not less than ten business days prior to the Purchaser's optionscheduled Transaction Closing Date, each the Company shall provide written notice to the undersigned (the “Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on the each Closing Date shall be subject to each of the following conditions: Notice”) (i) at least two Business Days prior of such scheduled Transaction Closing Date, and (ii) that the Company reasonably expects all conditions to the related closing of the Transaction to be satisfied or waived. On the Transaction Closing Date, the Company shall deliver to the Purchaser a magnetic disketteundersigned (i) the Shares in book-entry form, or, if required by the undersigned, certificated form, free and clear of any liens or transmit electronicallyother restrictions whatsoever (other than those arising under state or federal securities laws as set forth herein), a listing on a loan-level basis in the name of the necessary information undersigned (or its nominee in accordance with its delivery instructions) or to compute a custodian designated by the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interest)undersigned, as applicable, and prepare a Mortgage Loan Schedule; (ii) all a copy of the representations and warranties records of the Sellers Company’s transfer agent showing the undersigned (or such nominee or custodian) as the owner of the Shares on and the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct as of the related Transaction Closing Date. Upon concurrent delivery of (a) the duly executed Promissory Note in accordance with the terms of the Framework Agreement, and (b) the Shares to the undersigned (or its nominee or custodian, if applicable), in each case, at the Subscription Closing, the Promissory Note shall go into effect automatically and without further action by the Company or the undersigned. If the Transaction Closing does not occur within two business days after the Transaction Closing Date specified in the Closing Notice, the Promissory Note shall terminate automatically and no event shall have occurred which, with notice without further action by the Company or the passage of timeundersigned. Furthermore, would constitute a default under this Agreement or an Event of Default under if the Servicing Agreement; Transaction Closing does not occur on the same day as the Subscription Closing, any book-entries and, if applicable, certificated shares, shall be deemed cancelled (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreementand, in the case of certificated shares, the undersigned shall promptly return such forms as are agreed upon and acceptable certificates to the PurchaserCompany or, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers on the related Closing Date the Purchase Price pursuant to Section 4 of this Agreement, by wire transfer of immediately available funds to the account designated directed by the Company, to the Company’s representative or agent). If this Subscription Agreement terminates following the delivery by the undersigned of the Promissory Note for the Shares, the Promissory Note shall terminate automatically and without further action by the Company or the undersigned, whether or not the Transaction Closing shall have occurred.

Closing. The closing for of the purchase and sale of the Property (the “Closing”) shall occur on or before ( ) days after the end of the Due Diligence Period, or at such earlier time as PURCHASER shall elect in its sole discretion upon giving SELLER no less than ( ) days prior written notice. The PURCHASER shall have the right to extend the date of the Closing by ( ) periods of ( ) days each Mortgage Loan Package by depositing with Escrow Agent an additional deposit (the “Additional Deposit”) in the amount of DOLLARS ($ ) for each closing extension. The Additional Deposit shall be non-refundable to PURCHASER in any event, but shall be applied against the Purchase Price. The Closing shall take place on the related Closing Datebefore PURCHASER’s attorney or notary public at a mutually convenient time to PURCHASER and SELLER. At the Purchaser's optionClosing, each Closing PURCHASER shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans cause to be purchased on delivered to SELLER immediately available funds representing the each Closing Date Purchase Price due to SELLER in accordance with this Agreement. SELLER shall be subject deliver any and all documents required by PURCHASER’S attorney or title company to each effect the sale of the following conditions: Property, including (without limitation): (i) at least two Business Days prior to an Act of Cash Sale transferring the related Closing DateProperty, the Company shall deliver to the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis with waiver of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; warranty language as set forth herein; (ii) all an Acknowledgment of the representations and warranties of the Sellers and the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; Purchase Price; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon a Seller’s/Owner’s Affidavit and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser Indemnity as required pursuant to the terms hereof; by PURCHASER’S title company; (iv) an Affidavit of Non-Foreign Status exempting SELLER from withholdings required by Section 1445 of the Company shall have delivered and released to the Custodian Internal Revenue Code of 1986, as amended, and/or all documents required pursuant to the Custodial Agreementregulations relating thereto; and (v) all other terms settlement/closing statement in customary form; and conditions (vi) Seller’s Articles of this Organization, Operating Agreement and a Resolution of Seller’s members authorizing the related Purchase Price and Terms Agreement that are required sale. Possession of the Property shall be delivered to be complied with on or before each Closing Date shall have been complied with. Subject to PURCHASER at the foregoing conditions, the Purchaser shall pay to the Sellers on the related Closing Date the Purchase Price pursuant to Section 4 of this Agreement, by wire transfer of immediately available funds to the account designated by the CompanyClosing.

Closing. The closing for the purchase and sale of the each Mortgage Loan Package Subscription contemplated hereby (the “Closing”) shall take place occur on the related Closing Date. At date of, and substantially concurrently with, the Purchaser's option, each Closing consummation of the Transactions (it being understood that Placement Shares and Warrant Shares shall be either: by telephone, confirmed by letter or wire entitled to one vote per share as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on the each Closing Date shall be subject to each a result of consummation of the following conditions: Transactions). Upon written notice from (ior on behalf of) Strive to Subscriber (the “Closing Notice”) at least two (2) Business Days prior to the related date that Strive reasonably expects all conditions to the closing of the Transactions to be satisfied (the “Expected Closing Date”), Subscriber shall deliver, no later than one (1) Business Days prior to the Expected Closing Date, the Company shall deliver to the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis of the necessary information to compute the Purchase Price of for the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties of the Sellers and the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers on the related Closing Date the Purchase Price pursuant to Section 4 of this AgreementPlacement Securities, by wire transfer of United States dollars in immediately available funds to the account specified by Strive in the Closing Notice, such funds to be held in escrow until the Closing. If the Transactions are not consummated on or prior to the fifth (5th) Business Day after the Expected Closing Date, Strive and the Issuer agree that the Purchase Price shall be returned to Subscriber by wire transfer of United States dollars in immediately available funds to an account specified by Subscriber. Notwithstanding such return, (i) a failure to close on the Expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 3 to be satisfied or waived on or prior to the Closing Date, and (ii) Subscriber shall remain obligated (A) to redeliver funds as instructed by Strive following the Strive’s delivery to Subscriber of a new Closing Notice and (B) to consummate the Closing upon satisfaction of the conditions set forth in this Section 3. At the Closing, upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 3, the Issuer shall deliver to Subscriber the Placement Shares in book entry or certificated form (at the Subscriber’s election) and the Placement Warrants and Placement Pre-Funded Warrants in certificated form, each in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by the CompanySubscriber, as applicable. For purposes of this Subscription Agreement, “Business Day” means any day that, in New York, New York, is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close.

Closing. The closing for of the purchase and sale of the each Mortgage Loan Package Shares contemplated hereby (the “Subscription Closing”) is contingent upon the substantially concurrent consummation of the Transaction (the “Transaction Closing”). The Subscription Closing shall take place occur on the related date of, and immediately prior to, the consummation of the Transaction (the “Transaction Closing Date”). Not less than ten (10) business days prior to the scheduled Transaction Closing Date, the Company shall provide written notice to the undersigned (the “Closing Notice”) (i) of such scheduled Transaction Closing Date, (ii) that the Company reasonably expects all conditions to the closing of the Transaction to be satisfied or waived, and (iii) wire instructions for delivery of the Purchase Price to the Escrow Agent (as defined below). The undersigned shall deliver to Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”), at least one (1) business day prior to the Transaction Closing Date specified in the Closing Notice, the Purchase Price, which shall be held in a segregated escrow account for the benefit of the Subscriber (the “Escrow Account”) until the Subscription Closing pursuant to the terms of a customary escrow agreement, which shall be on terms and conditions reasonably satisfactory to the undersigned to be entered into by the Company and the Escrow Agent (the “Escrow Agreement”), by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice. The Company shall provide to the undersigned, no later than the date on which the Closing Notice is delivered to the undersigned, a copy of the executed Escrow Agreement to be in force on the Transaction Closing Date. At On the Purchaser's option, each Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on the each Closing Date shall be subject to each of the following conditions: (i) at least two Business Days prior to the related Transaction Closing Date, the Company shall deliver to the Purchaser a magnetic disketteundersigned (i) the Shares in book-entry form, or, if required by the undersigned, certificated form, free and clear of any liens or transmit electronicallyother restrictions whatsoever (other than those arising under state or federal securities laws as set forth herein), a listing on a loan-level basis in the name of the necessary information undersigned (or its nominee in accordance with its delivery instructions) or to compute a custodian designated by the undersigned, as applicable, and (ii) a copy of the records of the Company’s transfer agent showing the undersigned (or such nominee or custodian) as the owner of the Shares on and as of the Transaction Closing Date. Upon delivery of the Shares to the undersigned (or its nominee or custodian, if applicable), the Purchase Price of shall be released from the Mortgage Loans delivered on such Escrow Account automatically and without further action by the Company or the undersigned. If the Transaction Closing does not occur within two (2) business days after the Transaction Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties of the Sellers and the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditionsNotice, the Purchaser Escrow Agent shall pay to the Sellers on the related Closing Date promptly (but not later than one (1) business day thereafter) return the Purchase Price pursuant to Section 4 of this Agreement, the undersigned by wire transfer of U.S. dollars in immediately available funds to the account designated specified by the undersigned. Furthermore, if the Transaction Closing does not occur on the same day as the Subscription Closing, the Escrow Agent (or the Company, if the Purchase Price has been released by the Escrow Agent) shall promptly (but not later than one (1) business day thereafter) return the Purchase Price to the undersigned by wire transfer of U.S. dollars in immediately available funds to the account specified by the undersigned, and any book-entries and, if applicable, certificated shares, shall be deemed cancelled (and, in the case of certificated shares, the undersigned shall promptly return such certificates to the Company or, as directed by the Company, to the Company’s representative or agent). If this Subscription Agreement terminates following the delivery by the undersigned of the Purchase Price for the Shares, the Escrow Agent shall promptly (but not later than one (1) business day thereafter) return the Purchase Price to the undersigned, whether or not the Transaction Closing shall have occurred. If this Subscription Agreement terminates following the Transaction Closing, the undersigned shall promptly upon the return to the undersigned of the Purchase Price by the Escrow Agent, transfer the Shares to the Company.

Closing. (a) The closing for (the “Put Closing”) of any purchase and sale of the each Mortgage Loan Package shall take place on the related Closing Date. At the Purchaser's optionall or any portion of any Notes, each Closing Warrant Rights or Shares of any exercising Put Party pursuant to Section 2 shall be either: held on that date (the “Put Date”) mutually agreed to by telephonethe Company and CII, confirmed by letter or wire as and which is no later than the parties shall agree, or conducted in person, at such place as sixtieth (60th ) business day after CII’s delivery of the parties shall agreeapplicable Notice of Put to the Company. The closing for of any Put pursuant to any Notice of Put shall occur at the Mortgage Loans to be purchased on the same Put Closing. (b) At any Put Closing, each Closing Date shall be participating Put Party will deliver, as applicable and subject to the applicable Notice of Put, its/his/her Warrant, its/his/her Notes or the certificates representing its/his/her Shares, duly endorsed for transfer to the Company, and the Company will deliver to each such Put Party the Put Price for any Note, Warrant Rights and Shares made the subject of the following conditions: (i) at least two Business Days prior to Notice of Put in cash, certified or bank check, or by wire transfer. If any Put Party shall have sold less than all of its/his/her Warrant Rights under the related Closing DateWarrant so delivered, the Company shall deliver to such Put Party a new Warrant (as requested by such Put Party) evidencing the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis Warrant Rights of such Put Party not made the subject of the necessary information Notice of Put. If any Put Party shall have sold less than the entire outstanding principal under any Note so delivered, the Company shall deliver to compute such Put Party a new Note (as requested by such Put Party) evidencing outstanding indebtedness to such Put Party not made the Purchase Price subject of the Mortgage Loans delivered on Notice of Put. (c) If the net assets of the Company are insufficient to pay the full Put Price to each Put Party participating in any Put Closing, the net assets shall be distributed at such Put Closing Date in the following order of priority: (including accrued interest)i) first, and prepare a Mortgage Loan Schedule;ratably among the participating Put Parties in proportion to the full Put Price that each such Put Party is otherwise entitled to receive upon any Notes held by such Put Parties; and (ii) all second, ratably among the participating Put Parties in proportion to the full Put Price that each such Put Party is otherwise entitled to receive upon any Shares and Warrant Rights held by such Put Parties, provided, however, that such Put Price for Shares and Warrant Rights shall be ratably distributed to such Put Parties in such order of priority of such Shares (or such Shares issuable upon exercise of such Warrant Rights) with respect to rights to liquidation proceeds under the representations Operating Agreement. (d) Notwithstanding anything to the contrary herein, in the event that (i) CII and warranties of the Sellers any other Put Party exercises its/his/her respective right to Put under this Agreement, and (ii) CII and the Company under this Agreement and under mutually agree that the Servicing Agreement payment of the Put Price to CII shall be made other than in cash at the Put Closing (with respect as set forth in Section 3(b) above) (the “Modified Payment Terms”), then the Put Price shall be paid to each Mortgage Loan, as specified therein) shall be true and correct as of such other Put Party in accordance with the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers on the related Closing Date the Purchase Price pursuant to Section 4 of this Agreement, by wire transfer of immediately available funds to the account designated by the CompanyModified Payment Terms.

Closing. (a) The closing for the purchase and sale consummation of the each Mortgage Loan Package Subscription contemplated hereby (the “Closing”) shall take place occur on the related closing date of the Transaction (the “Closing Date. At ”), immediately prior to or substantially concurrently with the Purchaser's optionconsummation of, each Closing shall be either: by telephoneand conditioned upon the effectiveness of, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on the each Closing Date shall be subject to each of the following conditions:Transaction. (ib) at At least two ten (10) Business Days prior to the related date the Company reasonably expects all conditions to the closing of the Transaction to be satisfied and the closing of the Transaction to actually occur (the “Anticipated Closing Date”), the Company shall deliver written notice to Subscriber (the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis “Closing Notice”) specifying (i) the Anticipated Closing Date and (ii) the wire instructions for delivery of the necessary information to compute the Purchase Price of to the Mortgage Loans delivered on such Company. No later than two (2) Business Days prior to the Anticipated Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; (ii) all of or such other time agreed to in writing between the representations and warranties of the Sellers Company and the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage LoanSubscriber, as specified therein) Subscriber shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers on the related Closing Date deliver the Purchase Price pursuant to Section 4 of this Agreement, for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account designated specified by the Company in the Closing Notice, such funds to be held by the Company in escrow until the Closing, and deliver to the Company such information as is reasonably requested in the Closing Notice in order for the Company to issue the Subscribed Shares to Subscriber, including, without limitation, the legal name of the person in whose name the Subscribed Shares are to be issued and a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. The Company shall deliver to Subscriber (i) at the Closing, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under applicable securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares (in book entry form) on and as of the Closing Date. [Notwithstanding the foregoing two sentences, if Subscriber informs the Company (1) that it is an investment company registered under the Investment Company Act of 1940, as amended, (2) that it is advised by an investment adviser subject to regulation under the Investment Advisers Act of 1940, as amended, or (3) that its internal compliance policies and procedures so require it, then, in lieu of the settlement procedures in the foregoing two sentences, the following shall apply: Subscriber shall deliver at 8:00 a.m. New York City time on the Closing Date (or as soon as practicable following receipt of evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date) the Purchase Price for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice against delivery by the Company to Subscriber of the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under applicable securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions) and evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date.]1 In the event that the consummation of the Transaction does not occur within two (2) Business Days after the Anticipated Closing Date, unless otherwise agreed to in writing by the Company and the Subscriber, the Company shall promptly (but in no event later than one (1) Business Day after such two (2) Business Day period has lapsed) return the Purchase Price so delivered by Subscriber to the Company by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation, (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated (1) to redeliver funds to the Company in accordance with this Section 2 following the Company’s delivery to Subscriber of a new Closing Notice and (2) to consummate the Closing immediately prior to or substantially concurrently with the consummation of the Transaction. For the purposes of this Subscription Agreement, “Business Day” means any day other than a Saturday, Sunday or any other day on which commercial banks are required or authorized to close in either (A) the State of New York or (B) Edinburgh, United Kingdom. 1 Note to Draft: Language to be included for mutual funds.

Closing. The (a) Subject to the satisfaction or waiver (in writing) of the conditions set forth in Section 2(d), (e) and (f), the closing of the subscription contemplated hereby (the “Closing”) shall occur after the Company Conversion and is contingent upon the substantially concurrent consummation of the Transaction and shall occur on the date of, and substantially concurrently with and conditioned upon the effectiveness of, the Transaction (such date, the “Closing Date”). Not less than seven (7) business days prior to the date on which the Company reasonably expects the Closing to occur (the “Scheduled Closing Date”), the Company shall provide written notice (which may be via email) to Subscriber (the “Closing Notice”) of the Scheduled Closing Date, which Closing Notice shall contain the Company’s wire instructions for an account established by the Company to the purpose of collecting funds in advance of the Closing. (b) At least two (2) business days prior to the Scheduled Closing Date, Subscriber shall deliver to the escrow account referenced above the Purchase Price for the purchase and sale Acquired Shares subscribed by wire transfer of United States dollars in immediately available funds. Upon the Closing, the Company shall provide instructions to the escrow agent for the escrow account to release the Purchase Price in the escrow account to the Company against delivery to Subscriber of the each Mortgage Loan Package Acquired Shares pursuant to Section 2(c) below, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), in book-entry form. If this Subscription Agreement is terminated prior to the Closing or the Closing does not occur within five (5) business days following the Scheduled Closing Date and the Purchase Price has already been sent by Subscriber to the escrow account, then immediately upon such termination or failure of closing, the Company will instruct the escrow agent to promptly (but in no event longer than one (1) business day thereafter) return such Purchase Price, without any deduction for or on account of any tax, withholding, charges, or set-off, to Subscriber by wire transfer in immediately available funds to the account specified by Subscriber. For purposes of this Subscription Agreement, “business day” shall take place mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close. In lieu of the foregoing Section 2(b) and the first two sentences of Section 2(c), for mutual funds, any investment company registered under the Investment Company Act of 1940, funds advised by an investment adviser subject to regulation under the Investment Advisers Act of 1940, and funds that require alternative settlement pursuant to internal compliance policies and procedures: On the Scheduled Closing Date, (i) Subscriber shall deliver to an account specified by the Company, which account shall not be an escrow account and shall be an account established at an U.S. bank, against delivery of the Acquired Shares the Purchase Price by wire transfer of United States dollars in immediately available funds and (ii) the Company shall deliver to Subscriber (or to a custodian designated by Subscriber) the Acquired Shares, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), in book-entry form in the name of the Subscriber (or its nominee in accordance with its delivery instructions) on the related Company’s share register and will provide to the Subscriber evidence of such issuance of the Acquired Shares as of the Closing Date from the transfer agent for the Common Shares (the “Transfer Agent”). If this Subscription Agreement is terminated prior to the Closing or the Closing does not occur within five (5) business days following the Scheduled Closing Date and the Purchase Price has already been sent by Subscriber, then immediately upon such termination or failure of closing, the Company will promptly (but in no event longer than one (1) business day thereafter) return such Purchase Price, without any deduction for or on account of any tax, withholding, charges, or set-off, to Subscriber by wire transfer in immediately available funds to the account specified by Subscriber. For purposes of this Subscription Agreement, “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close. (c) On the Closing Date, subject to the satisfaction or waiver (in writing) of the conditions set forth in Section 2(d), (e) and (f) (other than those conditions that by their nature are to be satisfied at or prior to Closing, but without affecting the requirement that such conditions be satisfied or waived at or prior to Closing), assuming that Subscriber shall have delivered to the Company on or prior to the Closing Date the Purchase Price for the Acquired Shares by wire transfer of U.S. dollars in immediately available funds to the escrow account specified by the Company in the Closing Notice, the Company shall deliver to Subscriber the Acquired Shares in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable. As soon as practicable after the Closing Date, the Company shall deliver to Subscriber, a written notice from the Company or its transfer agent evidencing the issuance to Subscriber (or its nominee or custodian, as applicable) of the Acquired Shares on and as of the Closing Date. At Each book entry for the Purchaser's optionAcquired Shares shall contain a notation, and each Closing certificate (if any) evidencing the Acquired Shares shall be eitherstamped or otherwise imprinted with a legend, in substantially the following form: by telephoneTHE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, confirmed by letter or wire as the parties shall agreeAS AMENDED, or conducted in personOR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, at such place as the parties shall agree. AND MAY NOT BE REOFFERED, SOLD, ASSIGNED, PLEDGED, ENCUMBERED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. (d) The closing for the Mortgage Loans to be purchased on the each Closing Date shall be subject to the satisfaction on the Closing Date, or the waiver (in writing) by each of the parties hereto, of each of the following conditions: (i) at least two Business Days prior to no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the related Closing Date, effect of making the Company shall deliver to the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis consummation of the necessary information to compute the Purchase Price transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule;transactions contemplated hereby; and (ii) (A) all conditions precedent to the closing of the Transaction contained in the Business Combination Agreement shall have been satisfied (as determined by the parties to the Business Combination Agreement and other than those conditions under the Business Combination Agreement which, by their nature, are to be fulfilled at the closing of the Transaction, including to the extent that any such condition is dependent upon the consummation of the purchase and sale of the Acquired Shares pursuant to this Subscription Agreement) or waived according to the terms of the Business Combination Agreement and (B) the closing of the Transaction shall be scheduled to occur concurrently with or on the same date as the Closing. (e) The obligation of the Company to consummate the issuance and sale of the Acquired Shares pursuant to this Subscription Agreement shall be subject to the satisfaction on the Closing Date, or the waiver (in writing) by the Company, of each of the following conditions (i) all representations and warranties of the Subscriber contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true in all respects) as of such specified date), and consummation of the Closing shall constitute a reaffirmation by the Subscriber of each of the representations and warranties of the Sellers Subscriber contained in this Subscription Agreement as of the Closing Date or such specified date, as applicable; and (ii) all obligations, covenants and agreements of the Subscriber required to be performed by it at or prior to the Closing Date shall have been performed in all material respects. (f) The obligation of the Subscriber to consummate the purchase of the Acquired Shares pursuant to this Subscription Agreement shall be subject to the satisfaction on the Closing Date, or the waiver (in writing) by the Subscriber, of each of the following conditions: (i) all representations and warranties of the Company under and IIAC contained in this Subscription Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Company Material Adverse Effect (as defined herein) or IIAC Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the related Closing Date (except for representations and no event warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Company Material Adverse Effect or IIAC Material Adverse Effect, which representations and warranties shall be true in all respects) as of such specified date), and consummation of the Closing shall constitute a reaffirmation by the Company and IIAC of each of the respective representations and warranties of the Company and IIAC contained in this Subscription Agreement as of the Closing Date or such specified date, as applicable; (ii) all obligations, covenants and agreements of the Company and IIAC required by the Subscription Agreement to be performed by it at or prior to the Closing Date shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreementbeen performed in all material respects; (iii) the Purchaser shall have receivedno amendment or modification of, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant waiver with respect to the terms hereof;of the Business Combination Agreement shall have occurred that has materially and adversely affected the economic benefits reasonably expected to be received by the Subscriber under this Subscription Agreement without having received Subscriber’s prior written consent; provided, that the foregoing condition shall not apply with respect to any amendment, modification or waiver of Section 7.3(c) of the Business Combination Agreement (or the effects thereof); and (iv) no suspension by the Company New York Stock Exchange (the “NYSE”) of the qualification of the Acquired Shares for trading in the United States, or initiation of any proceedings by the NYSE for such purpose, shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement occurred and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date Common Shares (including, for the avoidance of doubt, the Acquired Shares) shall have been complied with. Subject approved for listing on the NYSE, subject to official notice of issuance. (g) At the foregoing conditionsClosing, the Purchaser parties hereto shall pay execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary to consummate the Sellers on the related Closing Date the Purchase Price pursuant to Section 4 of subscription as contemplated by this Subscription Agreement, by wire transfer of immediately available funds to the account designated by the Company.

Closing. The (a) Subject to the satisfaction or waiver (in writing) of the conditions set forth in Section 2(d), (e) and (f), the closing of the Subscription contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction and shall occur on the date of, and at a time immediately prior to, the closing of the Transaction (such date, the “Closing Date”). Not less than five (5) business days prior to the date on which the Issuer reasonably expects the Closing to occur (the “Scheduled Closing Date”), the Issuer shall provide written notice (which may be via email) to Subscriber (the “Closing Notice”) of the Scheduled Closing Date, which Closing Notice shall contain the Issuer’s wire instructions for an escrow account established by the Issuer to the purpose of collecting funds in advance of the Closing. (b) At least three (3) business days prior to the Scheduled Closing Date, Subscriber shall deliver to the escrow account referenced above the aggregate Purchase Price for the purchase and sale Acquired Shares subscribed by wire transfer of United States dollars in immediately available funds. Upon the Closing, the Issuer shall provide instructions to the escrow agent for the escrow account to release the funds in the escrow account to the Issuer against delivery to Subscriber of the each Mortgage Loan Package shall take place Acquired Shares, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), in book-entry form. If this Subscription Agreement is terminated prior to the Closing or the Closing does not occur on the related Scheduled Closing Date and any funds have already been sent by Subscriber to the escrow account, then promptly (but in no event longer than 2 business days thereafter) after such termination or failure of closing, the Issuer will instruct the escrow agent to promptly (but in no event longer than 2 business days thereafter) return such funds to Subscriber. (c) On the Closing Date, subject to the satisfaction or waiver (in writing) of the conditions set forth in Section 2(d), (e) and (f) (other than those conditions that by their nature are to be satisfied at Closing, but without affecting the requirement that such conditions be satisfied or waived at Closing), assuming that Subscriber shall have delivered to the Issuer on the Closing Date the Purchase Price for the Acquired Shares by wire transfer of U.S. dollars in immediately available funds to the escrow account specified by the Issuer in the Closing Notice, the Issuer shall deliver to Subscriber the Acquired Shares in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable. At Each book entry for the Purchaser's optionAcquired Shares shall contain a notation, and each Closing certificate (if any) evidencing the Acquired Shares shall be eitherstamped or otherwise imprinted with a legend, in substantially the following form: by telephoneTHE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, confirmed by letter or wire as the parties shall agreeAS AMENDED, or conducted in personOR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, at such place as the parties shall agree. AND MAY NOT BE REOFFERED, SOLD, ASSIGNED, PLEDGED, ENCUMBERED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. (d) The closing for the Mortgage Loans to be purchased on the each Closing Date shall be subject to the satisfaction on the Closing Date, or the waiver (in writing) by each of the parties hereto, of each of the following conditions: (i) at least two Business Days prior to no suspension of the related Closing Date, qualification of the Company shall deliver to the Purchaser a magnetic disketteAcquired Shares for offering or sale or trading in any jurisdiction, or transmit electronicallyinitiation or threatening of any proceedings for any of such purposes, a listing on a loan-level basis of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Scheduleshall have occurred; (ii) all no governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such prevention or prohibition; and (iii) (a) all conditions precedent to the closing of the Transaction contained in the Business Combination Agreement shall have been satisfied (as determined by the parties to the Business Combination Agreement and other than those conditions that may only be satisfied at the closing of the Transaction, but subject to satisfaction of such conditions as of the closing of the Transaction ) or waived and (b) the closing of the Transaction shall be scheduled to occur concurrently with or on the same date as the Closing. (e) The obligations of Subscriber at the Closing shall be subject to the satisfaction on the Closing Date, or the waiver by Subscriber, of each of the following conditions: (i) all representations and warranties of each of the Sellers Issuer and the Company under this Agreement Peridot contained in Section 3 and under the Servicing Agreement (with respect to each Mortgage LoanSection 4, as specified therein) respectively, shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality, Issuer Material Adverse Effect or Peridot Material Adverse Effect, which representations and warranties shall be true in all respects) at and as of the related Closing Date (unless they specifically speak as of an earlier date, in which case they shall be true and no event correct in all material respects (other than representations and warranties that are qualified as to materiality, Issuer Material Adverse Effect or Peridot Material Adverse Effect, which representations and warranties shall be true in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Issuer and Peridot of each of the representations, warranties and agreements of the Issuer and Peridot contained in this Subscription Agreement as of the Closing Date (other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects as of such earlier date); and (ii) the Issuer shall have occurred whichperformed, satisfied and complied in all material respects with notice all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the passage Closing, except where the failure of timesuch performance or compliance would not or would not reasonably be expected to prevent, would constitute a default under this Agreement materially delay, or an Event materially impair the ability of Default under the Servicing Agreement;Issuer to consummate the Closing; and (iii) no amendment, modification or waiver of the Purchaser Business Combination Agreement shall have receivedoccurred that materially and adversely affects the economic benefits that Subscriber would receive under this Subscription Agreement without having received Subscriber’s prior written consent (which consent is not to be unreasonably withheld, conditioned or delayed). (f) The obligations of the Issuer at the Closing shall be subject to the satisfaction on the Closing Date, or the Purchaser's attorneys shall have received in escrowwaiver by the Issuer, of each of the following conditions: (i) all closing documents as specified representations and warranties of Subscriber contained in Section 11 5 shall be true and correct in all material respects at and as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by Subscriber of each of the representations, warranties and agreements of Subscriber contained in this Agreement, in such forms Subscription Agreement as are agreed upon and acceptable to of the Purchaser, duly executed by all signatories Closing Date (other than the Purchaser those representations and warranties expressly made as required pursuant to the terms hereof; (iv) the Company of an earlier date, which shall have delivered be true and released to the Custodian correct in all documents required pursuant to the Custodial Agreementmaterial respects as of such earlier date); and (vii) Subscriber shall have performed, satisfied and complied in all other terms material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing, except where the failure of such performance or compliance would not or would not reasonably be expected to prevent, materially delay, or materially impair the ability of Subscriber to consummate the Closing. (g) At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the Subscription as contemplated by this Subscription Agreement. (h) In the event that the Transaction is structured where a new entity will become the successor public company to the Issuer in the Transaction or will become a parent company of the Issuer whose securities are issued in consideration of or in exchange for the Issuer’s securities (the “Successor”), then as a condition to consummating the Transaction, the Successor will agree in writing to be bound by the terms of this Agreement and the related Purchase Price and Terms Subscription Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject apply to the foregoing conditionsIssuer after the Closing, the Purchaser shall pay and any references in this Subscription Agreement to the Sellers on Acquired Shares will include any equity securities of the related Closing Date Successor that are issued in consideration of or exchange for the Purchase Price pursuant to Section 4 of this Agreement, by wire transfer of immediately available funds to the account designated by the CompanyAcquired Shares.

Closing. (a) The closing for the sale and purchase and sale of the each Mortgage Loan Package Transferred Assets and the assumption of the Assumed Liabilities contemplated by this Agreement shall take place at a closing (the “Closing”) to be held remotely via electronic transmission of related documentation or other similar means, on the related third Business Day following the satisfaction or, to the extent permitted by applicable Law, waiver of all conditions to the obligations of the parties set forth in ARTICLE VII (other than such conditions as may, by their terms, only be satisfied at the Closing or on the Closing Date, but subject to the satisfaction of such conditions on the Closing Date), or at such other place or at such other time or on such other date as Seller and Buyer mutually may agree in writing. Notwithstanding anything to the contrary contained in this Section 2.7, if the Closing would otherwise be required to occur under this Section 2.7 during the last 15 days of any fiscal quarter of Seller, then the Closing shall occur instead on the second Business Day of the following fiscal quarter. The day on which the Closing takes place is referred to as the “Closing Date” and the Closing shall be deemed to have occurred on 12:01 a.m. Central time on the Closing Date. Notwithstanding the foregoing or any other provision set forth herein to the contrary, in no event shall the Closing occur earlier than 90 days after the date of this Agreement. (b) At the Purchaser's optionClosing, each Closing Seller shall be either: by telephone, confirmed by letter deliver or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans cause to be purchased on the each Closing Date shall be subject delivered to each of the following conditionsBuyer: (i) at least two Business Days prior to the related Closing Date, the Company shall deliver to the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis Transferred Assets and embodiments of the necessary information to compute Retained Technology (as defined in the Purchase Price Intellectual Property License Agreement), in accordance with Schedule 2.7(b) of the Mortgage Loans delivered on Disclosure Schedules (as such schedule may be updated between the date of this Agreement and the Closing Date (including accrued interestwith such changes as are agreed to in good faith by Seller and Buyer as necessary or reasonable to provide for the delivery of the Transferred Assets in an effective and efficient manner), free and prepare a Mortgage Loan Scheduleclear of Encumbrances (other than Permitted Exceptions); (ii) all of the representations and warranties of the Sellers and the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loana certificate, as specified therein) shall be true and correct dated as of the related Closing Date Date, signed by a duly authorized officer of Seller, confirming the satisfaction of the conditions specified in Section 7.3(a) and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing AgreementSection 7.3(b); (iii) the Purchaser shall have receivedfinal, or complete and correct Schedule 2.1(g) of the Purchaser's attorneys shall have received Disclosure Schedules in escrow, all closing documents accordance with Section 2.1(g) setting forth as specified of the Closing Date the Inventory in Section 11 the same format as Schedule 2.1(g) of this Agreement, in such forms the Disclosure Schedules delivered as are agreed upon and acceptable to of the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms date hereof; (iv) duly executed certification of non-foreign status, for purposes of Sections 897 and 1445 of the Company shall have delivered Code, executed by each Seller Party (or, if a Seller Party is disregarded for U.S. federal income Tax purposes, such Seller Party’s regarded owner) that is conveying Transferred Assets and released to that is not a “foreign person” within the Custodian all documents required pursuant to meaning of Section 1445 of the Custodial AgreementCode in accordance with Treasury Regulations Section 1.1445-2(b)(2); (v) an executed counterpart of the fully completed Electronic Delivery Certification signed by a duly authorized officer of Seller; (vi) the executed Release Documentation; and (vvii) all other terms and conditions an executed counterpart of this Agreement and each of the related Purchase Price and Terms Agreement that are required Ancillary Agreements to which a Seller Party is a party, signed by a duly authorized officer of Seller or its applicable Affiliate. (c) At the Closing, Buyer shall deliver or cause to be complied with on or before each Closing Date shall have been complied with. Subject delivered to the foregoing conditions, the Purchaser shall pay to the Sellers on the related Closing Date Seller: (i) the Purchase Price pursuant Price, as set forth in Section 2.6; (ii) a certificate, dated as of the Closing Date, signed by a duly authorized officer of Buyer, confirming the satisfaction of the conditions specified in Section 7.2(a); (iii) an executed counterpart of the fully completed Electronic Delivery Certification signed by a duly authorized officer of Buyer; and (iv) an executed counterpart of each of the Ancillary Agreements to Section 4 of this Agreementwhich a Buyer Party is a party, signed by wire transfer of immediately available funds to the account designated by the CompanyBuyer or its applicable Affiliate.

Closing. (a) The closing for the purchase and sale of the each Mortgage Loan Package Subscription contemplated hereby (the “Closing” and the date of which the Closing occurs, the “Closing Date”) shall occur on the date of, and substantially concurrently with and conditioned upon the effectiveness of, the consummation of the Business Combination, provided that the Conversion may also take place after Closing but on the related Closing Date. At the Purchaser's option, each Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on the each Closing Date shall be subject to each of the following conditions: Upon (i) at least satisfaction or waiver in writing of the conditions set forth in Section 3 of this Subscription Agreement and (ii) delivery of written notice from (or on behalf of) New NAP to the Investor (the “Closing Notice”), that New NAP reasonably expects all conditions to the closing of the Transactions to be satisfied or waived on a date that is not less than ten (10) calendar days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to New NAP, no later than two (2) Business Days prior to the related Closing Date, the Company shall deliver to the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such anticipated Closing Date specified in the Closing Notice, (including accrued interest), and prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties of the Sellers and the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iiii) the Purchaser shall have received, or Subscription Amount for the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers on the related Closing Date the Purchase Price pursuant to Section 4 of this Agreement, Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account account(s) specified by New NAP in the Closing Notice and (ii) if the Conversion takes place after Closing (but on the Closing Date), a duly executed and notarized power of attorney in favor of Dutch legal counsel to New NAP substantially in the form of Exhibit A hereto in order to effect the issuance of the Subscribed Shares pursuant to a notarial deed to that effect (the “PoA”). On the Closing Date, New NAP shall (A) issue the Subscribed Shares to the Investor and cause such Subscribed Shares to be registered in book-entry form in the name of the Investor (or its nominee in accordance with its delivery instructions) or to a custodian designated by the CompanyInvestor, as applicable, on New NAP’s share register or the register of New NAP’s transfer agent, free and clear of all liens, encumbrances or other restrictions (other than those arising under applicable securities laws or those created by the Investor), and (B) provide evidence to the Investor of such issuance on and as of the Closing Date; provided, however, that New NAP’s obligation to issue the Subscribed Shares to the Investor is contingent upon New NAP having received the Subscription Amount in full and, if applicable, the duly executed and notarized PoA in accordance with this Section 2. For purposes of this Subscription Agreement, “Business Day” shall mean a day, other than a Saturday or Sunday, on which commercial banks in Amsterdam, the Netherlands and New York, New York are open for the general transaction of business, provided that banks shall be deemed to be generally open for the general transaction of business in the event of a “shelter in place” or similar closure of physical branch locations at the direction of any governmental authority if such banks’ electronic funds transfer system (including for wire transfers) are open for use by customers on such day.

Closing. a. The closing for the purchase and sale of the each Mortgage Loan Package Subscription contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transactions and shall take place on occur immediately prior thereto. Not less than five (5) business days prior to the related scheduled closing date of the Transactions (the “Closing Date”), the Issuer shall provide written notice to Subscriber (the “Closing Notice”) of such Closing Date. At Subscriber shall deliver to the Purchaser's optionIssuer no later than one (1) business day before the Closing Date (as specified in the Closing Notice or otherwise agreed to by the Issuer and the Subscriber) the Purchase Price for the Acquired Shares by wire transfer of U.S. dollars in immediately available funds (i) to the account specified by the Issuer in the Closing Notice, each to be held in a third-party escrow account (the “Escrow Account”) prior to the Closing Date for the benefit of the Subscriber until the Closing Date, pursuant to the terms of a customary escrow agreement to be entered into by the Issuer and the escrow agent selected by the Issuer (the “Escrow Agent”) or (ii) to an account specified by the Issuer otherwise mutually agreed by the Subscriber and the Issuer (“Alternative Settlement Procedures”). On the Closing Date, the Issuer shall deliver to Subscriber (1) the Acquired Shares in book entry form, free and clear of any liens or other restrictions whatsoever (other than those set forth in this Subscription Agreement or arising under state or federal securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable, and (2) a copy of the records of the Issuer’s transfer agent (the “Transfer Agent”) showing Subscriber as the owner of the Acquired Shares on and as of the Closing Date (the “Subscriber’s Deliveries”). Unless otherwise provided pursuant to Alternative Settlement Procedures, upon the transfer of the Subscriber’s Deliveries by the Issuer to the Subscriber, (or its nominee in accordance with its delivery instructions) the Escrow Agent shall release the Purchase Price from the Escrow Account to the Issuer. In the event the closing of the Transactions does not occur within five (5) business days of the Closing Date specified in the Closing Notice, unless otherwise instructed by the Issuer and the Subscriber, the Escrow Agent or the Issuer, as applicable, shall promptly (but not later than one (1) business day thereafter) return the Purchase Price to Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by Subscriber, and any book entries shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. deemed cancelled. b. The closing for the Mortgage Loans to be purchased on the each Closing Date shall be subject to each of the following conditionsconditions that, on the Closing Date: (i) at least two Business Days prior solely with respect to the related Closing DateSubscriber, the Company shall deliver to the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties made by the Issuer (other than the representations and warranties set forth in Section 3(b), Section 3(c) and Section 3(h)) in this Subscription Agreement shall be true and correct in all material respects as of the Sellers Closing Date (other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects as of such date, and other than those representations and warranties that are qualified as to materiality or Material Adverse Effect, which shall be true and correct in all respects as of the Closing Date), and the Company under this Agreement representations and under warranties made by the Servicing Agreement (with respect to each Mortgage LoanIssuer set forth in Section 3(b), as specified thereinSection 3(c) and Section 3(h) shall be true and correct in all respects as of the related Closing Date (other than those representations and no event warranties expressly made as of an earlier date, which shall have occurred whichbe true and correct in all respects as of such date), in each case without giving effect to the consummation of the Transactions; (ii) solely with notice respect to the Issuer, the representations and warranties made by the Subscriber in this Subscription Agreement shall be true and correct in all material respects as of the Closing Date (other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects as of such date, and other than those representations and warranties that are qualified as to materiality or Material Adverse Effect, which shall be true and correct in all respects as of the passage Closing Date), in each case without giving effect to the consummation of time, would constitute a default under this Agreement or an Event of Default under the Servicing AgreementTransactions; (iii) solely with respect to Subscriber, the Purchaser Issuer shall have receivedperformed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable complied with by it at or prior to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereofClosing; (iv) the Company no governmental authority having jurisdiction shall have delivered enacted, issued, promulgated, enforced or entered any material judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and released has the effect of restraining, enjoining or otherwise prohibiting or making illegal the consummation of the transactions contemplated by this Subscription Agreement; (v) no suspension of the qualification of the Acquired Shares for offering or sale or trading in any jurisdiction, no suspension or removal from listing of the Acquired Shares on Nasdaq and no initiation or threatening of any proceedings for any of such purposes or delisting, shall have occurred; (vi) solely with respect to Subscriber, no amendment or modification of the Custodian all documents required pursuant Merger Agreement shall have occurred that would reasonably be expected to materially and adversely affect the Custodial economic benefits that the Subscriber would reasonably be expected to receive under this Subscription Agreement; (vii) No Material Adverse Effect or Parent Material Adverse Effect (each as defined in the Merger Agreement) shall have occurred between the date of the Merger Agreement and the Closing Date and be continuing; and (vviii) all other terms and conditions precedent to the closing of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date Transactions set forth in the Merger Agreement, shall have been complied with. Subject satisfied or waived by the party entitled to the foregoing conditionsbenefit thereof under the Merger Agreement (other than those conditions that may only be satisfied at the closing of the Transactions, but subject to satisfaction or waiver by such party of such conditions as of the closing of the Transactions). c. At the Closing, the Purchaser parties hereto shall pay execute and deliver such additional documents and take such additional actions as the parties reasonably may deem necessary in order to consummate the Sellers on the related Closing Date the Purchase Price pursuant to Section 4 of Subscription as contemplated by this Subscription Agreement, by wire transfer of immediately available funds to the account designated by the Company.

Closing. (a) The closing for the purchase and sale consummation of the each Mortgage Loan Package Subscription contemplated hereby (the “Closing”) shall take place occur on the related closing date of the Transaction (the “Closing Date. At ”), immediately following the Purchaser's option, each Closing shall be either: by telephone, confirmed by letter Domestication and prior to or wire as substantially concurrently with the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on the each Closing Date shall be subject to each consummation of the following conditions:Transaction. (ib) at At least two five Business Days prior to (as defined below) before the related anticipated Closing Date, the Company shall deliver written notice to Subscriber (the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties of the Sellers and the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other Company. No later than the Purchaser as required pursuant three Business Days prior to the terms hereof; (iv) the Company Closing Date, Subscriber shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers on the related Closing Date deliver the Purchase Price pursuant to Section 4 of this Agreement, for the Subscribed Shares by wire transfer of U.S. dollars in immediately available funds to the account(s) specified by the Company in the Closing Notice, such funds to be held by the Company in escrow until the Closing, and deliver to the Company such information as is reasonably requested in the Closing Notice in order for the Company to issue the Subscribed Shares to Subscriber, including, without limitation, the legal name of the person in whose name the Subscribed Shares are to be issued and a duly completed and executed Internal Revenue Service Form W-9 or appropriate Internal Revenue Service Form(s) W-8 (and any required attachments thereto). The Company shall deliver to Subscriber (i) at the Closing, the Subscribed Shares in book-entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares (in book-entry form) on and as of the Closing Date. In the event that the consummation of the Transaction does not occur within two Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and Subscriber, the Company shall promptly (but in no event later than six Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber to the Company by wire transfer in immediately available funds to the account designated specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth herein and, (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated (A) to redeliver funds to the Company following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and (B) to consummate the Closing immediately prior to or substantially concurrently with the consummation of the Transaction. For the purposes of this Subscription Agreement, “Business Day” means any day other than a Saturday or Sunday, or any other day on which banks located in New York, New York or governmental authorities in the Cayman Islands (for so long as the Company remains domiciled in the Cayman Islands) are required or authorized by law to be closed for business.

Closing. The closing for the purchase and sale of the each Mortgage Loan Package Subscription contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction, as provided for by the Transaction Agreement. The Closing shall take place occur on the related Closing Date. At the Purchaser's optionclosing date of, each Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agreeand immediately prior to, or conducted in personsimultaneously with, at such place as the parties shall agreeconsummation of the Transaction. The closing for Upon written notice from (or on behalf of) the Mortgage Loans Company to Subscriber (the “Closing Notice”) that the Company reasonably expects all conditions to the Transaction Closing to be purchased satisfied on a date that is not less than five (5) business days from the each Closing Date shall be subject to each date of the following conditions: (i) Closing Notice, Subscriber shall deliver to the Company, at least two Business Days (2) business day prior to the related scheduled closing date specified in the Closing Notice (the “Scheduled Closing Date”), to be held in escrow until the Closing, the Purchase Price for the Securities by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, which at the Closing will be released to the Company against delivery by the Company promptly after the Closing to Subscriber of the Securities in book-entry form (or in certificated form if indicated by Subscriber on Subscriber’s signature page hereto), free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws). Not later than one (1) business day after the Closing, the Company shall deliver to Subscriber the Securities in book entry form, in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable. In the event the Closing does not occur within three (3) business days of the Scheduled Closing Date, the Company shall deliver to the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis of the necessary information to compute promptly (but not later than two (2) business days thereafter) return the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties of the Sellers and the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers on the related Closing Date the Purchase Price pursuant to Section 4 of this Agreement, Subscriber by wire transfer of U.S. dollars in immediately available funds to the account designated specified by the CompanySubscriber, and any book-entries for the Securities shall be deemed repurchased and cancelled. Unless this Subscription Agreement is terminated pursuant to Section 5 below, the failure of the Closing to occur on the Scheduled Closing Date shall not terminate this Subscription Agreement or otherwise relieve any party of any of its obligations hereunder. For purposes of this Subscription Agreement, “business day” means any day that, in New York, New York, is neither a legal holiday nor a day on which commercial banking institutions are generally authorized or required by law or regulation to close (excluding as a result of “stay at home”, “shelter-in-place”, “nonessential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercial banking institutions in New York, New York are generally open for use by customers on such day).

Closing. The closing for of the purchase and sale of the each Mortgage Loan Package Shares contemplated hereby (the “Subscription Closing”) is contingent upon the substantially concurrent consummation of the Transaction (the “Transaction Closing”). The Subscription Closing shall take place occur on the related date of, and immediately prior to, the Transaction Closing (the “Transaction Closing Date”). Not less than five business days prior to the scheduled or anticipated Transaction Closing Date, the Company shall provide written notice to the Subscriber (the “Closing Notice”) (i) setting forth the scheduled or anticipated Transaction Closing Date, (ii) stating that the Company reasonably expects all conditions to the Transaction Closing to be satisfied or waived, and (iii) including wire instructions for delivery of the Purchase Price to the Escrow Agent (as defined below). The Subscriber shall deliver to Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”), at least one business day prior to the Transaction Closing Date specified in the Closing Notice, the Purchase Price, which shall be held in a segregated escrow account for the benefit of the Subscriber (the “Escrow Account”) until the Subscription Closing pursuant to the terms of a customary escrow agreement, which shall be on terms and conditions reasonably satisfactory to the Subscriber to be entered into by the Company and the Escrow Agent (the “Escrow Agreement”), by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice. The Company shall provide to the Subscriber, no later than the date on which the Closing Notice is delivered to the Subscriber, a copy of the executed Escrow Agreement to be in force on the Transaction Closing Date. At On the Purchaser's option, each Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on the each Closing Date shall be subject to each of the following conditions: (i) at least two Business Days prior to the related Transaction Closing Date, the Company shall deliver to the Purchaser a magnetic disketteSubscriber (i) the Shares in book-entry form, or, if required by the Subscriber, certificated form, free and clear of any liens or transmit electronicallyother restrictions whatsoever (other than those arising under state or federal securities laws as set forth herein), a listing on a loan-level basis in the name of the necessary information Subscriber (or its nominee in accordance with its delivery instructions) or to compute a custodian designated by the Subscriber, as applicable, and (ii) a copy of the records of the Company’s transfer agent showing the Subscriber (or such nominee or custodian) as the owner of the Shares on and as of the Transaction Closing Date. Upon delivery of the Shares to the Subscriber (or its nominee or custodian, if applicable), the Purchase Price of shall be released from the Mortgage Loans delivered on such Escrow Account automatically and without further action by the Company or the Subscriber. If the Transaction Closing does not occur within one business day after the Transaction Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties of the Sellers and the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditionsNotice, the Purchaser Escrow Agent shall pay to the Sellers on the related Closing Date promptly (but not later than one business day thereafter) return the Purchase Price pursuant to Section 4 of this Agreement, the Subscriber by wire transfer of U.S. dollars in immediately available funds to the account designated specified by the Subscriber. Furthermore, if the Transaction Closing does not occur on the same day as the Subscription Closing, the Escrow Agent (or the Company, if the Purchase Price has been released by the Escrow Agent) shall promptly (but not later than one business day thereafter) return the Purchase Price to the Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by the Subscriber, and any book-entries and, if applicable, certificated shares, shall be deemed cancelled (and, in the case of certificated shares, the Subscriber shall promptly return such certificates to the Company or, as directed by the Company, to the Company’s representative or agent). If this Subscription Agreement terminates in accordance with Section 9 hereof following the delivery by the Subscriber of the Purchase Price for the Shares, the Escrow Agent shall promptly (but not later than one business day after such termination) return the Purchase Price to the Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by the Subscriber.

Closing. (a) The closing for of the purchase and sale of Shares contemplated hereby (the each Mortgage Loan Package “Closing”) shall take place occur on the related date, and immediately prior to the consummation of, the Target Acquisition (the consummation of the Target Acquisition, the “Target Acquisition Closing”). Upon (a) satisfaction or waiver of the conditions set forth in Section 1.3 of this Agreement (other than those conditions that by their nature are to be satisfied at the Closing, but subject to their satisfaction or waiver at or prior to the Closing), and (b) written notice from (or on behalf of) the Company to the Purchaser (the “Closing Notice”) that the Company reasonably expects all conditions to the Target Acquisition Closing to be satisfied on a date that is not less than three (3) business days from the date of such Closing Notice, the Purchaser shall deliver to the Company, at least one (1) business day prior to the proposed date of the Closing specified in the Closing Notice, an amount equal to the Purchase Price, which shall be held in escrow by the Company until the Closing and immediately subsequent Target Acquisition Closing. In the event the Target Acquisition Closing does not occur on the date specified in such Closing Notice, the Company shall promptly (but not later than one (1) business day thereafter) return to the Purchaser the Purchase Price. The date that the Closing occurs shall be referred to as the “Closing Date. ”. (b) At the Purchaser's option, each Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on the each Closing Date shall be subject to each of the following conditionsClosing: (1) (i) at least two Business Days prior the Company shall issue to the related Closing DatePurchaser or its designee the Shares and the Purchaser shall be deemed for all corporate purposes to have become the legal and record holder of the Shares, entitled to exercise all rights (including conversion rights) as a holder thereof, (ii) the Company shall deliver to the Purchaser a magnetic diskette, (or transmit electronically, a listing on a loan-level basis of its designee) stock certificates representing the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interest)Shares, and prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties of the Sellers and the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Company shall deliver to the Purchaser shall have received(A) an opinion of W▇▇▇▇▇▇ ▇▇▇▇ & G▇▇▇▇▇▇▇▇ LLP containing the opinions substantially in the form set forth in Schedule A, or (B) the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this executed Amended and Restated Registration Rights Agreement, in such forms as are agreed upon the form of Annex II hereto, and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (vC) all other terms documents, instruments and conditions of this Agreement and the related Purchase Price and Terms Agreement that are writings required to be complied with on or before each Closing Date shall have been complied with. Subject delivered by the Company to the foregoing conditionsPurchaser pursuant to this Agreement or otherwise required in connection herewith. (2) the Purchaser will deliver or cause to be delivered (i) to a bank account previously designated by the Company in writing, the Purchaser shall pay to the Sellers on the related Closing Date the Purchase Price pursuant to Section 4 of this AgreementPrice, by wire transfer of immediately available funds (provided, however, that the delivery of the Purchase Price in escrow in accordance with Section 1.2 shall satisfy this obligation), (ii) the executed Amended and Restated Registration Rights Agreement and (iii) all other documents, instruments and writings required to be delivered by the Purchaser to the account designated by the CompanyCompany pursuant to this Agreement or otherwise required in connection herewith.

Closing. (a) The closing for the purchase and sale consummation of the each Mortgage Loan Package Subscription contemplated hereby (the “Closing”) shall take place occur on the related closing date of the Transaction (the “Closing Date. At ”), following the Purchaser's option, each Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans Domestication and immediately prior to be purchased on the each Closing Date shall be (and subject to each and conditioned upon) the consummation of the following conditions:Merger. (ib) at At least two five (5) Business Days prior to before the related anticipated Closing Date, the Company shall deliver or cause to be delivered written notice to Subscriber (the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the necessary information to compute the Purchase Price of to the Mortgage Loans delivered on such Company. No later than two (2) Business Days prior to the anticipated Closing Date (including accrued interest)as set forth in the Closing Notice, and prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties of the Sellers and Subscriber shall deliver to the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified thereinA) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers on the related Closing Date the Purchase Price pursuant to Section 4 of this Agreement, for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account designated specified by the Company in the Closing Notice, such funds to be held by the Company in escrow until the Closing and (B) such information as is reasonably requested in the Closing Notice in order for the Company to issue the Subscribed Shares to Subscriber at the Closing. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) at the Closing, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under applicable securities laws of any state, federal or foreign governmental authority and the rules and regulations promulgated thereunder (the “Securities Laws”), in the name of Subscriber (or its nominee in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically and without further action by the Company or the Subscriber), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. Notwithstanding the foregoing two sentences, if Subscriber informs the Company in writing at least five (5) Business Days prior to Closing Date (1) that it is an investment company registered under the Investment Company Act of 1940, as amended, (2) that it is advised by an investment adviser subject to regulation under the Investment Advisers Act of 1940, as amended, or (3) that its internal compliance policies and procedures so require it, then, in lieu of the settlement procedures in the foregoing two sentences, the following shall apply: Subscriber shall deliver at 8:00 a.m., New York City time, on the Closing Date (or as soon as practicable following receipt of evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date) the Purchase Price for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice against delivery by the Company to Subscriber of the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under applicable Securities Laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions) and evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. In the event that the consummation of the Transaction does not occur within two (2) Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and the Subscriber, the Company shall promptly (but in no event later than five (5) Business Days after the anticipated Closing Date specified in the Closing Notice) return the entire Purchase Price so delivered by Subscriber to the Company by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated (A) to redeliver funds to the Company in escrow (if applicable) following the Company’s delivery to and the receipt by Subscriber of a new Closing Notice in accordance with this Section 2 and (B) to consummate the Closing upon satisfaction of the conditions set forth in this Section 2. For the purposes of this Subscription Agreement, “Business Day” means any day other than a Saturday or Sunday, or any other day on which banks located in New York, New York are required or authorized by law to be closed for business.

Closing. The Company shall deliver a notice to the Subscriber, at least five (5) Business Days before the closing of the Business Combination (the “Business Combination Closing”) (or such lesser number of days as the Subscriber may consent to in writing), specifying the date of the Business Combination Closing, the aggregate Purchase Price for the Securities to be purchased by the Subscriber and instructions for wiring the Purchase Price. The closing for of the purchase and sale of the each Mortgage Loan Package Securities (the “Closing”) shall take place be held on the related Closing Date. At the Purchaser's option, each Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on the each Closing Date shall be subject to each of the following conditions: (i) at least two Business Days same date and immediately prior to the related Business Combination Closing (such date being referred to as the “Forward Closing Date”). Except as otherwise mutually agreed by the parties hereto, at least one (1) Business Day prior to the Forward Closing Date, the Company Subscriber shall deliver to the Purchaser a magnetic disketteCompany, or transmit electronicallyto be held in escrow until the Closing, a listing on a loan-level basis of the necessary information to compute the Purchase Price of for the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties of the Sellers and the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers on the related Closing Date the Purchase Price pursuant to Section 4 of this Agreement, Securities by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice. Immediately prior to the Closing on the Forward Closing Date, (i) the Purchase Price shall be released from escrow automatically and without further action by the Company or the Subscriber and (ii) upon such release, the Company shall issue the Securities to the Subscriber in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Subscriber (or its nominee in accordance with its delivery instructions), or to a custodian designated by the CompanySubscriber, as applicable. In the event the Business Combination Closing does not occur on the date scheduled for closing (unless otherwise extended), the Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Purchase Price to the Subscriber. For purposes of this Agreement, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.

Closing. The closing for the purchase and sale of the each Mortgage Loan Package Subscription contemplated hereby (the “Subscription Closing”) shall take place occur on the related Closing Date. At date of, and immediately prior to, the Purchaser's option, each Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on the each Closing Date shall be subject to each consummation of the following conditions: Transactions. Upon written notice from (ior on behalf of) the Issuer to Subscriber (the “Closing Notice”) at least two seven Business Days prior to the related date that the Issuer reasonably expects all conditions to the closing of the Transactions to be satisfied (the “Expected Closing Date”), Subscriber shall deliver to the Issuer no later than three Business Days prior to the Expected Closing Date, the Company shall deliver to the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis of the necessary information to compute the Purchase Price of for the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties of the Sellers and the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers on the related Closing Date the Purchase Price pursuant to Section 4 of this AgreementSubscribed Shares, by wire transfer of United States dollars in immediately available funds to the account specified by the Issuer in the Closing Notice, such funds to be held by the Issuer in escrow until the Subscription Closing. If the Transactions are not consummated within 10 Business Days of the Expected Closing Date, the Issuer shall return the Purchase Price to Subscriber by wire transfer of United States dollars in immediately available funds to an account specified by Subscriber. Notwithstanding such return, (i) a failure to close on the Expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Subscription Closing set forth in this Section 3 to be satisfied or waived on or prior to the Closing Date, and (ii) Subscriber shall remain obligated (a) to redeliver funds to the Issuer in escrow following the Issuer’s delivery to Subscriber of a new Closing Notice and (b) to consummate the Subscription Closing upon satisfaction of the conditions set forth in this Section 3. At the Subscription Closing, upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 3, the Issuer shall deliver to Subscriber the Shares in certificated or book entry form (at the Issuer’s election) in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by the CompanySubscriber, as applicable. For purposes of this Subscription Agreement, “Business Day” means any day, except Saturday or Sunday, on which banks are not required or authorized to close in New York, New York.

Closing. The closing for the purchase and sale consummation of the each Mortgage Loan Package sale, transfer, and conveyance of title, ownership, and control of the Property to Purchaser and the closing of the other transfers and transactions contemplated by this Agreement (collectively, the “Closing”) shall take place be defined as the date that the following have occurred: (i) the final, mutually approved versions of the Deed and any other necessary conveyance documents have been recorded in the official records of the Cache County Recorder’s Office; (ii) previously approved, executed counterparts of the B▇▇▇ of Sale, the General Assignment, the Assignment of Intangible Property, and all other Seller Closing Documents and Purchaser Closing Documents required of the Parties shall have been delivered to the Title Company, (iii) Purchaser shall have paid to Title Company all funds required from Purchaser necessary to close the transaction the subject of this Agreement at Closing, and (iv) Purchaser shall have directed the Title Company to release the Purchase Price funds to the Seller. The Closing shall occur on or before fifteen (15) days after the related expiration of the Due Diligence Deadline (“Closing Date”), or on such earlier date as may be mutually agreed by the Purchaser and Seller by written notice approved by both Parties, given not less than five (5) calendar days prior to the earlier Closing Date. At Purchaser shall have the right to extend the Closing Date for an additional fifteen (15) days, by giving written notice of such extension to Seller on or before the Closing Date. Except as otherwise provided in this Agreement (including, under Section 5.2 above), the Closing Date may not be further extended without the prior written approval of Seller and Purchaser's option, each . The Closing shall be either: by telephone, confirmed by letter occur on or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on the each Closing Date shall be subject to each of the following conditions: (i) at least two Business Days prior to the related Closing DateDate at an exact time agreed to by the Parties in the offices of the Title Company. Notwithstanding the foregoing, the Company shall deliver Parties agree that the Closing may occur through the mail and/or electronic transmission pursuant to a mutually acceptable escrow arrangement among the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties of the Sellers Parties and the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers on the related Closing Date the Purchase Price pursuant to Section 4 of this Agreement, by wire transfer of immediately available funds to the account designated by the Title Company.

Closing. (a) The closing for the purchase and sale consummation of the each Mortgage Loan Package Subscription contemplated hereby (the “Closing”) shall take place occur on the related closing date of the Transaction (the “Closing Date. At ”), immediately following the Purchaser's option, each Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on the each Closing Date shall be subject to each of the following conditions: (i) at least two Business Days Domestication and prior to the related consummation of the Transaction. (b) At least five (5) Business Days before the anticipated Closing Date, the Company shall deliver written notice to Subscriber (the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties of the Sellers and the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other Company. No later than the Purchaser as required pursuant two (2) Business Days prior to the terms hereof; (iv) the Company Closing Date, Subscriber shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers on the related Closing Date deliver the Purchase Price pursuant to Section 4 of this Agreement, for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account designated specified by the Company in the Closing Notice, such funds to be held in a non-interest bearing account by the Company in escrow (it being understood that the costs and expenses of the escrow account shall be borne by the Company), until the Closing, and deliver to the Company such information as is reasonably requested in the Closing Notice in order for the Company to issue the Subscribed Shares to Subscriber, including, without limitation, the legal name of the person in whose name the Subscribed Shares are to be issued and a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. At the Closing, upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or state or federal securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions), and (ii) written notice from the Company or its transfer agent evidencing the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. In the event that the consummation of the Transaction does not occur within three (3) Business Days after the anticipated Closing Date specified in the Closing Notice, the Company shall promptly (but in no event later than five (5) Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber to the Company by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation, (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6, Subscriber shall remain obligated (A) to redeliver funds to the Company in escrow following the Company’s delivery to Subscriber of a new Closing Notice and (B) to consummate the Closing upon satisfaction of the conditions set forth in this Section 2. For the purposes of this Subscription Agreement, “Business Day” means any day other than a Saturday, Sunday or a day on which the Federal Reserve Bank of New York is closed.

Closing. The closing for hereunder (“Closing”) shall be held and delivery of all items to be made at the purchase and sale Closing under the terms of this Agreement shall be made through escrow at Escrow Agent’s office on the date that is thirty (30) days after the last day of the each Mortgage Loan Package shall take place Due Diligence Period (if such day is a business day, or if not a business day, on the related first day following such 30th day which is a business day), or such other date and time as Buyer and Seller may mutually agree upon in writing (the “Closing Date”). At Such date may not be extended without the Purchaser's option, each Closing shall be either: by telephone, confirmed by letter or wire as prior written approval of both Seller and Buyer. On the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on the each Closing Date shall be subject to each of the following conditions: (i) at least two Business Days prior to the related Closing Date, Buyer shall deposit in escrow with the Company shall deliver to the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis of the necessary information to compute Escrow Agent the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interestsubject to adjustments described in Section 9.5), together with all other costs and prepare a Mortgage Loan Schedule; (ii) all of amounts to be paid by Buyer at the representations and warranties of the Sellers and the Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default under the Servicing Agreement; (iii) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 11 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (iv) the Company shall have delivered and released to the Custodian all documents required pursuant to the Custodial Agreement; and (v) all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before each Closing Date shall have been complied with. Subject to the foregoing conditions, the Purchaser shall pay to the Sellers on the related Closing Date the Purchase Price pursuant to Section 4 of this Agreement, by Federal Reserve wire transfer of immediately available funds to an account to be designated by the Escrow Agent. On the Closing Date, Buyer will cause the Escrow Agent to (i) pay to Seller by Federal Reserve wire transfer of immediately available funds to an account designated by Seller, the CompanyPurchase Price (subject to adjustments described in Section 9.5), less any costs or other amounts to be paid by Seller at Closing pursuant to the terms of this Agreement, and (ii) pay all appropriate payees the other costs and amounts to be paid by Buyer at Closing pursuant to the terms of this Agreement and Seller will direct the Escrow Agent to pay to the appropriate payees out of the proceeds of Closing payable to Seller, all costs and amounts to be paid by Seller at Closing pursuant to the terms of this Agreement.