Common use of Ladies and Gentlemen Clause in Contracts

Ladies and Gentlemen. The undersigned hereby agrees to purchase from SLM Funding LLC (hereinafter called the “Company”), and the Company agrees to sell to the undersigned, $ principal amount of the Company’s (hereinafter called the “Designated Securities”), offered by the Company’s Prospectus, dated , 20 , as amended or supplemented, receipt of a copy of which is hereby acknowledged, at a purchase price of % of the principal amount thereof, plus accrued interest from the date from which interest accrues as set forth below, and on the further terms and conditions set forth below. The undersigned will purchase the Designated Securities from the Company on , 20 (the “Delivery Date”) and interest on the Designated Securities so purchased will accrue from , 20 . [The undersigned will purchase the Designated Securities from the Company on the delivery date or dates and in the principal amount or amounts set forth below: Delivery Date Principal Amount Date from Which Interest Accrues , 20 $ , 20 , 20 $ , 20 Each such date on which Designated Securities are to be purchased hereunder is hereinafter referred to as a “Delivery Date.”(4)] Payment for the Designated Securities which the undersigned has agreed to purchase on [the] [each] Delivery Date shall be made to the Company or its order by certified or official bank check in Clearing House funds at the office of , , , or by wire transfer to a bank account specified by the Company, on [the] [such] Delivery Date upon delivery to the undersigned of the Designated Securities then to be purchased by the undersigned in definitive fully registered form and in such denominations and registered in such names as the undersigned may designate by written, telex or facsimile communication addressed to the Company not less than five full business days prior to [the] [such] Delivery Date. The obligation of the undersigned to take delivery of and make payment for Designated Securities on [the] [each] Delivery Date shall be subject to the condition that the purchase of Designated Securities to be made by the undersigned shall not on [the] [such] Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject. The obligation of the undersigned to take delivery of and make payment for Designated Securities shall not be affected by the failure of any purchaser to take delivery of and make payment for Designated Securities pursuant to other contracts similar to this contract. [The undersigned understands that Underwriters (the “Underwriters”) are also purchasing Designated Securities from the Company, but that the obligations of the Undersigned hereunder are not contingent on such purchases]. Promptly after completion of the sale to the Underwriters the Company will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the Opinion of Counsel for the Company delivered to the Underwriters in connection therewith. The undersigned represents and warrants that, as of the date of this contract, the undersigned is not prohibited from purchasing the Designated Securities hereby agreed to be purchased by it under the laws of the jurisdiction to which the undersigned is subject. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. This contract may be executed by either of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. It is understood that the acceptance by the Company of any Delayed Delivery Contract (including this contract) is in the Company’s sole discretion and that, without limiting the foregoing, acceptances of such contracts need not be on a first-come, first-served basis. If this contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the undersigned when such counterpart is so mailed or delivered by the Company. Yours very truly, By: (Authorized Signature) Name: Title: (Address) Accepted: , 20 SLM Funding LLC By: Name:

Ladies and Gentlemen. Invacare Corporation (the "Borrower") has requested senior credit facilities (the "Facilities") to be provided to the Borrower in the aggregate principal amount of $200,000,000 (the "Aggregate Commitment") to finance the acquisition (the "Acquisition") of all of the stock of a public company previously identified by the Borrower to us (the "Seller"). The undersigned hereby agrees Acquisition will be accomplished through a cash tender offer (the "Tender Offer") by a wholly owned subsidiary of the Borrower ("AcquisitionCo") for not less than a majority of the shares of the Seller (on a fully diluted basis). The Tender Offer will be in an aggregate amount consistent with the total cost of the Acquisition previously disclosed by the Borrower to purchase from SLM Funding LLC us and consistent with the terms previously disclosed to us. The commitment of NBD (hereinafter called the “Company”)"Agent") hereunder is contingent upon the consummation of the Acquisition and the Tender Offer upon terms and conditions reasonably satisfactory to the Agent, the Agent's satisfactory review of all agreements and documents executed or filed in connection therewith, the Acquisition and the Tender Offer, the structure of the Borrower and AcquisitionCo and its other subsidiaries before and after the Acquisition, and the Company agrees legal, accounting and tax aspects of the Acquisition and the Tender Offer being satisfactory to sell Agent and Arranger and its counsel, the total amounts of the Facilities or any other funds of the Borrower which are being used to consummate the Acquisition, directly or indirectly, being consistent with the amounts previously disclosed by the Borrower to the undersignedAgent and Arranger, $ principal amount of the Company’s Borrower amending the covenants, pricing and other appropriate terms in its other credit facilities with the Agent, in a manner satisfactory to the Agent, to those described in the attached Term Sheet (hereinafter called as defined below) and the “Designated Securities”), offered by the Company’s Prospectus, dated , 20 , as amended or supplemented, receipt of a copy of which is hereby acknowledged, at a purchase price of % of the principal amount thereof, plus accrued interest from the date from which interest accrues as set forth below, and on the further other terms and conditions set forth belowin this letter and the attached Term Sheet. The undersigned Term Sheet and this Commitment Letter are intended as an outline only and do not purport to summarize all of the terms, conditions, covenants, representations, warranties and other provisions which will purchase the Designated Securities from the Company on , 20 (the “Delivery Date”) and interest on the Designated Securities so purchased will accrue from , 20 . [The undersigned will purchase the Designated Securities from the Company on the delivery date or dates and be contained in the principal amount or amounts set forth below: Delivery Date Principal Amount Date from Which Interest Accrues , 20 $ , 20 , 20 $ , 20 Each such date on which Designated Securities are to be purchased hereunder is hereinafter referred to as a “Delivery Date.”(4)] Payment definitive legal documentation for the Designated Securities transaction which is the undersigned has agreed to purchase on [the] [each] Delivery Date shall be made to the Company or its order by certified or official bank check in Clearing House funds at the office of , , , or by wire transfer to a bank account specified by the Company, on [the] [such] Delivery Date upon delivery to the undersigned of the Designated Securities then to be purchased by the undersigned in definitive fully registered form and in such denominations and registered in such names as the undersigned may designate by written, telex or facsimile communication addressed to the Company not less than five full business days prior to [the] [such] Delivery Date. The obligation of the undersigned to take delivery of and make payment for Designated Securities on [the] [each] Delivery Date shall be subject to the condition that the purchase of Designated Securities to be made by the undersigned shall not on [the] [such] Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject. The obligation of the undersigned to take delivery of and make payment for Designated Securities shall not be affected by the failure of any purchaser to take delivery of and make payment for Designated Securities pursuant to other contracts similar to this contract. [The undersigned understands that Underwriters (the “Underwriters”) are also purchasing Designated Securities from the Company, but that the obligations of the Undersigned hereunder are not contingent on such purchases]. Promptly after completion of the sale to the Underwriters the Company will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the Opinion of Counsel for the Company delivered to the Underwriters in connection therewith. The undersigned represents and warrants that, as of the date of this contract, the undersigned is not prohibited from purchasing the Designated Securities hereby agreed to be purchased by it under the laws of the jurisdiction to which the undersigned is subject. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. This contract may be executed by either of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. It is understood that the acceptance by the Company of any Delayed Delivery Contract (including this contract) is in the Company’s sole discretion and that, without limiting the foregoing, acceptances of such contracts need not be on a first-come, first-served basis. If this contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the undersigned when such counterpart is so mailed or delivered by the Company. Yours very truly, By: (Authorized Signature) Name: Title: (Address) Accepted: , 20 SLM Funding LLC By: Name:Commitment Letter.

Ladies and Gentlemen. The undersigned In accordance with the Repurchase Agreement, Buyer and Seller hereby agrees agree to purchase from SLM Funding LLC (hereinafter called amend the “Company”), and the Company agrees to sell to the undersigned, $ principal amount of the Company’s (hereinafter called the “Designated Securities”), offered by the Company’s Prospectus, dated , 20 , Maximum Aggregate Purchase Price as amended or supplemented, receipt of a copy of which is hereby acknowledged, at a purchase price of % of the principal amount thereof, plus accrued interest from the date from which interest accrues as set forth below, and on the further terms and conditions set forth below. The undersigned will purchase the Designated Securities from the Company on , 20 (the “Delivery Date”) and interest on the Designated Securities so purchased will accrue from , 20 . [The undersigned will purchase the Designated Securities from the Company on the delivery date or dates and in the principal amount or amounts set forth below: Delivery Date Principal Amount Date from Which Interest Accrues Maximum Aggregate Purchase Price: [_____________] DOLLARS ($[___________]) Effective Date: [_______], 20 $ 20[__] Unless further amended after the date hereof, 20 , 20 $ , 20 Each such date on which Designated Securities are to be purchased hereunder is hereinafter referred to the Maximum Aggregate Purchase Price as a “Delivery Date.”(4)] Payment for amended hereby shall remain in effect until the Designated Securities which the undersigned has agreed to purchase on [the] [each] Delivery Date shall be made to the Company or its order by certified or official bank check in Clearing House funds at the office of , , , or by wire transfer to a bank account specified by the Company, on [the] [such] Delivery Date upon delivery to the undersigned of the Designated Securities then to be purchased by the undersigned in definitive fully registered form and in such denominations and registered in such names as the undersigned may designate by written, telex or facsimile communication addressed to the Company not less than five full business days prior to [the] [such] Delivery Termination Date. The obligation of In the undersigned to take delivery of and make payment for Designated Securities on [the] [each] Delivery Date event this Maximum Aggregate Purchase Price Amendment decreases the existing Maximum Aggregate Purchase Price, Seller shall be subject to the condition repurchase Purchased Assets such that the purchase aggregate outstanding Purchase Price of Designated Securities all Transactions does not exceed the Maximum Aggregate Purchase Price as amended hereby. All terms used herein and not otherwise defined herein shall have the respective meanings ascribed to be made such terms in the Repurchase Agreement. Except as expressly amended and modified by this Maximum Aggregate Purchase Price Amendment, the undersigned existing Facility Documents shall not on [the] [such] Delivery Date be prohibited under the laws of the jurisdiction continue to which the undersigned is subject. The obligation of the undersigned to take delivery of be, and make payment for Designated Securities shall not be affected by the failure of any purchaser to take delivery of remain, in full force and make payment for Designated Securities pursuant to other contracts similar to this contracteffect in accordance with their terms. [The undersigned understands that Underwriters (the “Underwriters”) are also purchasing Designated Securities from the Company, but that the obligations of the Undersigned hereunder are not contingent on such purchases]Signature Pages Follow] Exh. Promptly after completion of the sale to the Underwriters the Company will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the Opinion of Counsel for the Company delivered to the Underwriters in connection therewith. The undersigned represents and warrants thatB-1 FS CREIT FINANCE BMO-1 LLC, as of the date of this contract, the undersigned is not prohibited from purchasing the Designated Securities hereby agreed to be purchased by it under the laws of the jurisdiction to which the undersigned is subject. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. This contract may be executed by either of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. It is understood that the acceptance by the Company of any Delayed Delivery Contract (including this contract) is in the Company’s sole discretion and that, without limiting the foregoing, acceptances of such contracts need not be on a first-come, first-served basis. If this contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the undersigned when such counterpart is so mailed or delivered by the Company. Yours very truly, Seller By: (Authorized Signature) ___________________________________ Name: Title: (Address) AcceptedExh. B-2 Agreed and Consented by: BANK OF MONTREAL, 20 SLM Funding LLC as Buyer By: ___________________________________ Name: Title: Exh. B-3 EXHIBIT C FORM OF POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that FS CREIT FINANCE BMO-1 LLC (“Seller”) hereby irrevocably constitute and appoint BANK OF MONTREAL (“Buyer”) and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Seller and in the name of Seller or in its own name, from time to time in Buyer’s discretion:

Ladies and Gentlemen. The undersigned hereby agrees to purchase from SLM Funding LLC (hereinafter called the “Company”), and the Company agrees to sell to the undersigned, $ principal amount of the Company’s (hereinafter called the “Designated Securities”), offered by the Company’s Prospectus, dated , 20 20.., as amended or supplemented, receipt of a copy of which is hereby acknowledged, at a purchase price of % of the principal amount thereof, plus accrued interest from the date from which interest accrues as set forth below, and on the further terms and conditions set forth below. The undersigned will purchase the Designated Securities from the Company on , 20 (the “Delivery Date”) and interest on the Designated Securities so purchased will accrue from , 20 . [The undersigned will purchase the Designated Securities from the Company on the delivery date or dates and in the principal amount or amounts set forth below: Delivery Date Principal Amount Date from Which Delivery Date Amount Interest Accrues , 20 $ , 20 , 20 $ , 20 Each such date on which Designated Securities are to be purchased hereunder is hereinafter referred to as a “Delivery Date.”(4)] Payment for the Designated Securities which the undersigned has agreed to purchase on [the] [each] Delivery Date shall be made to the Company or its order by certified or official bank check in Clearing House funds at the office of , , , or by wire transfer to a bank account specified by the Company, on [the] [such] Delivery Date upon delivery to the undersigned of the Designated Securities then to be purchased by the undersigned in definitive fully registered form and in such denominations and registered in such names as the undersigned may designate by written, telex or facsimile communication addressed to the Company not less than five full business days prior to [the] [such] Delivery Date. The obligation of the undersigned to take delivery of and make payment for Designated Securities on [the] [each] Delivery Date shall be subject to the condition that the purchase of Designated Securities to be made by the undersigned shall not on [the] [such] Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject. The obligation of the undersigned to take delivery of and make payment for Designated Securities shall not be affected by the failure of any purchaser to take delivery of and make payment for Designated Securities pursuant to other contracts similar to this contract. [The undersigned understands that Underwriters (the “Underwriters”) are also purchasing Designated Securities from the Company, but that the obligations of the Undersigned hereunder are not contingent on such purchases]. Promptly after completion of the sale to the Underwriters the Company will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the Opinion of Counsel for the Company delivered to the Underwriters in connection therewith. The undersigned represents and warrants that, as of the date of this contract, the undersigned is not prohibited from purchasing the Designated Securities hereby agreed to be purchased by it under the laws of the jurisdiction to which the undersigned is subject. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. This contract may be executed by either of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. It is understood that the acceptance by the Company of any Delayed Delivery Contract (including this contract) is in the Company’s sole discretion and that, without limiting the foregoing, acceptances of such contracts need not be on a first-come, first-served basis. If this contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the undersigned when such counterpart is so mailed or delivered by the Company. Yours very truly, By: (Authorized Signature) Name: Title: (Address) Accepted: , 20 SLM Funding LLC By: Name: Title:

Ladies and Gentlemen. The undersigned hereby agrees to purchase from SLM Funding LLC (hereinafter called the “Company”), and the Company agrees to sell to the undersigned, $ principal amount In accordance with Section 3(e) of the Company’s (hereinafter called the “Designated Securities”)Repurchase Agreement, offered by the Company’s Prospectus, dated , 20 , as amended or supplemented, receipt of Buyer hereby consents to a copy of which is hereby acknowledged, at a purchase price of % Temporary Increase of the principal amount thereof, plus accrued interest from Maximum Aggregate Purchase Price or the date from which interest accrues Maximum Committed Purchase Price as set forth below, and on the further terms and conditions set forth below. The undersigned will purchase the Designated Securities from the Company on , 20 (the “Delivery Date”) and interest on the Designated Securities so purchased will accrue from , 20 . [The undersigned will purchase the Designated Securities from the Company on the delivery date or dates and in the principal amount or amounts set forth below: Delivery Date Principal Amount Date from Which Interest Accrues of Temporary Increase: $__________________. Temporary Maximum Aggregate Purchase Price: $__________________. Temporary Maximum Committed Purchase Price: $__________________. Temporary Maximum Uncommitted Purchase Price: $__________________. Effective date: [ ] Expiration date: [ ] On and after the effective date indicated above and until the expiration date indicated above, 20 $ the Maximum Aggregate Purchase Price and/or Maximum Committed Purchase Price (if applicable) shall equal the Temporary Maximum Aggregate Purchase Price and/or Temporary Maximum Committed Purchase Price, 20 respectively, 20 $ indicated above for all purposes of the Repurchase Agreement and all calculations and provisions relating to the Maximum Aggregate Purchase Price and/or Maximum Committed Purchase Price shall refer to the Temporary Maximum Aggregate Purchase Price and/or Temporary Maximum Committed Purchase Price, 20 Each respectively, including without limitation, Concentration Limits. Unless otherwise terminated pursuant to the Repurchase Agreement, this Temporary Increase shall terminate on the expiration date indicated above. Upon the termination of this Temporary Increase, Sellers shall repurchase Purchased Mortgage Loans such date on which Designated Securities are that (i) the aggregate outstanding Purchase Price of all Transactions does not exceed the Maximum Aggregate Purchase Price and (ii) the applicable portion of the aggregate outstanding Purchase Price of all Transactions does not exceed any Concentration Limit. All terms used herein and not otherwise defined herein shall have the respective meanings ascribed to be purchased hereunder is hereinafter referred to such terms in the Repurchase Agreement. Exh. A-1 LEGAL02/43731153v4 ROCKET MORTGAGE, LLC, as a “Delivery Date.”(4)] Payment for the Designated Securities which the undersigned has agreed to purchase on [the] [each] Delivery Date shall be made to the Company or its order by certified or official bank check in Clearing House funds at the office of , , , or by wire transfer to a bank account specified by the Company, on [the] [such] Delivery Date upon delivery to the undersigned of the Designated Securities then to be purchased by the undersigned in definitive fully registered form and in such denominations and registered in such names as the undersigned may designate by written, telex or facsimile communication addressed to the Company not less than five full business days prior to [the] [such] Delivery Date. The obligation of the undersigned to take delivery of and make payment for Designated Securities on [the] [each] Delivery Date shall be subject to the condition that the purchase of Designated Securities to be made by the undersigned shall not on [the] [such] Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject. The obligation of the undersigned to take delivery of and make payment for Designated Securities shall not be affected by the failure of any purchaser to take delivery of and make payment for Designated Securities pursuant to other contracts similar to this contract. [The undersigned understands that Underwriters (the “Underwriters”) are also purchasing Designated Securities from the Company, but that the obligations of the Undersigned hereunder are not contingent on such purchases]. Promptly after completion of the sale to the Underwriters the Company will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the Opinion of Counsel for the Company delivered to the Underwriters in connection therewith. The undersigned represents and warrants that, as of the date of this contract, the undersigned is not prohibited from purchasing the Designated Securities hereby agreed to be purchased by it under the laws of the jurisdiction to which the undersigned is subject. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. This contract may be executed by either of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. It is understood that the acceptance by the Company of any Delayed Delivery Contract (including this contract) is in the Company’s sole discretion and that, without limiting the foregoing, acceptances of such contracts need not be on a first-come, first-served basis. If this contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the undersigned when such counterpart is so mailed or delivered by the Company. Yours very truly, Seller By: (Authorized Signature) ___________________________________ Name: Title: (Address) Accepted: ONE REVERSE MORTGAGE, 20 SLM Funding LLC LLC, as a Seller By: ___________________________________ Name: Title: Agreed and Consented by: UBS AG, BY AND THROUGH ITS BRANCH OFFICE AT 1200 XXXXXX XX XXX XXXXXXXX, XXX XXXX, XXX XXXX, as Buyer By: ___________________________________ Name: Title: By: ___________________________________ Name: Title: Date: ________________ Exh. A-2 LEGAL02/43731153v4 EXHIBIT B FORM OF SELLER’S OFFICER’S CERTIFICATE The undersigned, ____________ of [Rocket Mortgage, LLC, a Michigan limited liability company], [One Reverse Mortgage, LLC, a Delaware limited liability company] (the “Seller”), hereby certifies as follows:

Ladies and Gentlemen. The undersigned hereby agrees to purchase from SLM Funding LLC (hereinafter called the “Company”), and the Company agrees to sell to the undersigned, $ $____________ principal amount of the Company’s ___(hereinafter called the “Designated Securities”), offered by the Company’s Prospectus, dated , 20 , as amended or supplemented, receipt of a copy of which is hereby acknowledged, at a purchase price of % of the principal amount thereof, plus accrued interest from the date from which interest accrues as set forth below, and on the further terms and conditions set forth below. The undersigned will purchase the Designated Securities from the Company on , 20 (the “Delivery Date”) and interest on the Designated Securities so purchased will accrue from , 20 . [The undersigned will purchase the Designated Securities from the Company on the delivery date or dates and in the principal amount or amounts set forth below: Delivery Date Principal Amount Date from Which Delivery Date Amount Interest Accrues _________, 20 $ 20___ $_________ _________, 20 20____ _________, 20 $ 20___ $_________ _________, 20 20____ Each such date on which Designated Securities are to be purchased hereunder is hereinafter referred to as a “Delivery Date.”(4)] Payment for the Designated Securities which the undersigned has agreed to purchase on [the] [each] Delivery Date shall be made to the Company or its order by certified or official bank check in ________ Clearing House funds at the office of ________, ____, __________, or by wire transfer to a bank account specified by the Company, on [the] [such] Delivery Date upon delivery to the undersigned of the Designated Securities then to be purchased by the undersigned in definitive fully registered form and in such denominations and registered in such names as the undersigned may designate by written, telex or facsimile communication addressed to the Company not less than five full business days prior to [the] [such] Delivery Date. The obligation of the undersigned to take delivery of and make payment for Designated Securities on [the] [each] Delivery Date shall be subject to the condition that the purchase of Designated Securities to be made by the undersigned shall not on [the] [such] Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject. The obligation of the undersigned to take delivery of and make payment for Designated Securities shall not be affected by the failure of any purchaser to take delivery of and make payment for Designated Securities pursuant to other contracts similar to this contract. [The undersigned understands that Underwriters (the “Underwriters”) are also purchasing Designated Securities from the Company, but that the obligations of the Undersigned hereunder are not contingent on such purchases]. Promptly after completion of the sale to the Underwriters the Company will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the Opinion of Counsel for the Company delivered to the Underwriters in connection therewith. The undersigned represents and warrants that, as of the date of this contract, the undersigned is not prohibited from purchasing the Designated Securities hereby agreed to be purchased by it under the laws of the jurisdiction to which the undersigned is subject. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. This contract may be executed by either of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. It is understood that the acceptance by the Company of any Delayed Delivery Contract (including this contract) is in the Company’s sole discretion and that, without limiting the foregoing, acceptances of such contracts need not be on a first-come, first-served basis. If this contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the undersigned when such counterpart is so mailed or delivered by the Company. Yours very truly, By: (Authorized Signature) Name: Title: (Address) Accepted: , 20 SLM Funding LLC By: Name: Title:

Ladies and Gentlemen. The undersigned hereby agrees This Letter of Transmittal relates to purchase from SLM Funding LLC the Stock Purchase Agreement, dated as of July , 2016 (hereinafter called the “Stock Purchase Agreement”), by and among Penn Interactive Ventures, LLC, a Delaware limited liability company (“Buyer”), Rocket Games, Inc., a Delaware corporation (the “Company”), each of the persons listed as “Sellers” on the signature pages thereto (each, a “Seller” and together, the “Sellers”), and Shareholder Representative Services LLC, as Sellers’ Representative (the “Sellers’ Representative”), pursuant to which Buyer purchased all issued and outstanding capital stock of the Company from the Sellers (the “Acquisition”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Stock Purchase Agreement. In connection with the Acquisition, the undersigned herewith surrenders the above-described certificate(s) (the “Certificate(s)”), which immediately prior to the Closing of the Acquisition (the “Closing”) represented the above-listed number of shares of Company Capital Stock (the “Shares”) to be exchanged for cash, as provided under the Stock Purchase Agreement, minus any withholdings, payable pursuant to the Acquisition, as set forth in the Stock Purchase Agreement. The undersigned agrees to indemnify and hold harmless the Buyer Indemnified Parties for (i) all withholding Taxes with respect to the undersigned (including penalties and interest arising from amounts not withheld pursuant to the representations and warranties made by, or directions given by or on behalf of, the undersigned) in connection with the transactions contemplated by the Stock Purchase Agreement and (ii) any inaccuracy in the information provided by or on behalf of the undersigned in connection herewith. The undersigned hereby represents and warrants as follows: · The undersigned is the record and beneficial owner of the Shares listed on this Letter of Transmittal, and has full power and authority to surrender the Shares, free and clear of all liens, restrictions, claims, charges and encumbrances, and the same are not subject to any adverse claims. · Other than the Shares listed on this Letter of Transmittal, the undersigned owns no other shares of Company agrees Capital Stock. · The undersigned has full power and authority to sell execute and deliver this Letter of Transmittal and to perform his, her or its obligations hereunder. · This Letter of Transmittal constitutes a valid and binding obligation of the undersigned, $ principal amount enforceable against him, her or it in accordance with its terms, except as enforceability may be limited by general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). · Neither the Company’s execution and delivery of this Letter of Transmittal nor the agreements or other actions contemplated hereby will (hereinafter called the “Designated Securities”)a) materially violate, offered by the Company’s Prospectus, dated , 20 , as amended or supplemented, receipt of a copy of which is hereby acknowledged, at a purchase price of % of the principal amount thereof, plus accrued interest from the date from which interest accrues as set forth below, and on the further terms and conditions set forth below. The undersigned will purchase the Designated Securities from the Company on , 20 (the “Delivery Date”) and interest on the Designated Securities so purchased will accrue from , 20 . [The undersigned will purchase the Designated Securities from the Company on the delivery date or dates and be in the principal amount or amounts set forth below: Delivery Date Principal Amount Date from Which Interest Accrues , 20 $ , 20 , 20 $ , 20 Each such date on which Designated Securities are to be purchased hereunder is hereinafter referred to as a “Delivery Date.”(4)] Payment for the Designated Securities which the undersigned has agreed to purchase on [the] [each] Delivery Date shall be made to the Company or its order by certified or official bank check in Clearing House funds at the office of , , material conflict with, or by wire transfer to constitute a bank account specified by the Companymaterial default (or an event, on [the] [such] Delivery Date upon delivery to the undersigned which, with notice or lapse of the Designated Securities then to be purchased by the undersigned in definitive fully registered form and in such denominations and registered in such names as the undersigned may designate by writtentime or both, telex would constitute a material default) under any agreement or facsimile communication addressed to the Company not less than five full business days prior to [the] [such] Delivery Date. The obligation of the undersigned to take delivery of and make payment for Designated Securities on [the] [each] Delivery Date shall be subject to the condition that the purchase of Designated Securities to be made by the undersigned shall not on [the] [such] Delivery Date be prohibited under the laws of the jurisdiction commitment to which the undersigned is subjecta party or (b) violate any statute or law or any judgment, decree, order, regulation or rule of any court or other governmental authority applicable to the undersigned. The obligation undersigned understands that Buyer may rely upon the representations, warranties and agreements contained herein as if each such person was a party to this Letter of Transmittal and shall have the rights, remedies and benefits under this Letter of Transmittal as if such person was a party hereto. All representations, warranties and agreements contained herein shall survive the date hereof. With respect to the representations and warranties contained above, the undersigned shall indemnify and hold harmless Buyer and its Affiliates (including, after the Closing, the Company, but excluding any Sellers or any of their respective Affiliates) and their respective stockholders, officers, directors, employees, agents, partners, members, representatives, successors and assigns (“Buyer Indemnified Parties”), and shall reimburse Buyer Indemnified Parties for any loss, liability, demand, claim, action, cause of action, cost, damage, royalty, deficiency, penalty, Tax, fine or expense of any kind or nature, whether or not arising out of third-party claims (including interest, penalties, reasonable attorneys’ fees and expenses and all reasonable amounts paid in investigation or defense, and all amounts paid in settlement, of any of the foregoing) arising out of, resulting from, relating to or in connection with the failure of any representation or warranty made by the undersigned contained above to be true, correct and complete. The undersigned will, upon the reasonable request of the Paying Agent (as defined below) and/or Buyer, execute and deliver any additional documents reasonably deemed appropriate or necessary by the Paying Agent and/or Buyer in connection with the surrender of the Shares. All authority conferred or agreed to be conferred in this Letter of Transmittal shall be binding upon the successors, assigns, heirs, executors, administrators and legal representatives of the undersigned to take delivery of and make payment for Designated Securities shall not be affected by by, and shall survive, the failure death or incapacity of any purchaser to take delivery the undersigned. The surrender of and make payment for Designated Securities pursuant to other contracts similar to this contractShares hereby is irrevocable. [The undersigned understands that Underwriters surrender is not made in acceptable form until the receipt by Continental Stock Transfer & Trust Company, as paying agent (the “UnderwritersPaying Agent”) are also purchasing Designated Securities from the Companyof this Letter of Transmittal, but that the obligations duly completed and signed, and of the Undersigned hereunder are Certificate(s) (or such other documents reasonably requested by the Paying Agent if such Certificate(s) is (are) not contingent on such purchases]. Promptly after completion unavailable), together with all accompanying evidences of the sale authority in form reasonably satisfactory to the Underwriters Paying Agent as may be required by the Company Instructions and Stock Purchase Agreement. All questions as to validity, form and eligibility of any surrender of Shares hereby will mail or deliver to be determined by the undersigned at Paying Agent in its address set forth below notice to reasonable discretion and such effectdetermination will be final and binding, accompanied by a copy of the Opinion of Counsel for the Company delivered to the Underwriters in connection therewithabsent manifest error. The undersigned represents and warrants that, as understands that payment for surrendered Shares will be made in accordance with the terms of the date Stock Purchase Agreement after the surrender of this contract, Certificate(s) representing the undersigned is not prohibited from purchasing the Designated Securities hereby agreed to be purchased by it under the laws of the jurisdiction to which the undersigned is subject. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. This contract may be executed by either of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one Shares and the same instrument. It is understood that the acceptance by the Company Letter of any Delayed Delivery Contract Transmittal (including this contractand/or other additional documentation as described herein) is made in the Company’s sole discretion and thatacceptable form. THE UNDERSIGNED AGREES TO KEEP STRICTLY CONFIDENTIAL AND NOT DISCLOSE, without limiting the foregoingPUBLISH OR DISSEMINATE ANY INFORMATION RELATED TO THE STOCK PURCHASE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY TO ANY PERSON OR ENTITY OTHER THAN THE COMPANY, acceptances of such contracts need not be on a first-comeTHE UNDERSIGNED’S EMPLOYEES, first-served basisAND THE UNDERSIGNED’S LEGAL, FINANCIAL, TAX AND OTHER ADVISORS (COLLECTIVELY, “REPRESENTATIVES”) WHO HAVE A NEED TO KNOW SUCH INFORMATION AND ARE BOUND BY A FIDUCIARY OR CONTRACTUAL OBLIGATION TO THE RECIPIENT NOT TO DISCLOSE SUCH INFORMATION. If this contract is acceptable to the CompanyANY DISCLOSURE OF THIS INFORMATION BY SUCH REPRESENTATIVES (EXCEPT TO THE UNDERSIGNED) SHALL BE DEEMED A BREACH OF THIS OBLIGATION BY THE UNDERSIGNED. THE UNDERSIGNED AGREES TO USE INFORMATION RELATED TO THE STOCK PURCHASE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY ONLY FOR THE PURPOSE OF EVALUATING THE TRANSACTIONS AND TO CAUSE ITS REPRESENTATIVES WHO RECEIVE SUCH INFORMATION TO USE SUCH INFORMATION ONLY FOR SUCH PURPOSE. NOTWITHSTANDING THE FOREGOING, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below(I) THE UNDERSIGNED MAY DISCLOSE SUCH INFORMATION (A) IN CONNECTION WITH ANY LEGAL PROCEEDINGS TO ENFORCE ITS RIGHTS UNDER THE STOCK PURCHASE AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR (B) AS REQUIRED BY ANY APPLICABLE LAW AS DETERMINED IN THE REASONABLE JUDGMENT OF SUCH PARTY AND ITS OUTSIDE COUNSEL (IN WHICH CASE SUCH PARTY SHALL NOT DISCLOSE SUCH CONFIDENTIAL INFORMATION WITHOUT, TO THE EXTENT COMMERCIALLY PRACTICABLE, PRIOR NOTIFICATION TO THE OTHER PARTIES). This will become a binding contract between the Company and the undersigned when such counterpart is so mailed or delivered by the Company. Yours very trulyIN THE THIRTY (30) DAYS IMMEDIATELY FOLLOWING THE CLOSING, By: (Authorized Signature) Name: Title: (Address) Accepted: , 20 SLM Funding LLC By: Name:BUYER AND THE SELLERS’ REPRESENTATIVE SHALL APPROVE THE CONTENT AND METHOD OF COMMERCIALLY REASONABLE PUBLIC DISCLOSURES REGARDING THE ACQUISITION THAT WILL BE PERMISSIBLE BY THE UNDERSIGNED AND HIS/HER/ITS ADVISORS AFTER THE ACQUISITION.

Ladies and Gentlemen. The undersigned hereby agrees to purchase from SLM Funding LLC (hereinafter called the “Company”), and the Company agrees to sell to the undersigned, $ principal amount of the Company’s (hereinafter called the “Designated Securities”), offered by the Company’s Prospectus, dated , 20 , as amended or supplemented, receipt of a copy of which is hereby acknowledged, at a purchase price of % of the principal amount thereof, plus accrued interest from the date from which interest accrues as set forth below, and on the further terms and conditions set forth below. The undersigned will purchase the Designated Securities from the Company on , 20 (the “Delivery Date”) and interest on the Designated Securities so purchased will accrue from , 20 . [The undersigned will purchase the Designated Securities from the Company on the delivery date or dates and in the principal amount or amounts set forth below: Delivery Date Principal Amount Date from Which Interest Accrues , 20 $ , 20 , 20 $ , 20 Each such date on which Designated Securities are to be purchased hereunder is hereinafter referred to as a “Delivery Date.”(4” (4)] Payment for the Designated Securities which the undersigned has agreed to purchase on [the] [each] Delivery Date shall be made to the Company or its order by certified or official bank check in Clearing House funds at the office of , , , or by wire transfer to a bank account specified by the Company, on [the] [such] Delivery Date upon delivery to the undersigned of the Designated Securities then to be purchased by the undersigned in definitive fully registered form and in such denominations and registered in such names as the undersigned may designate by written, telex or facsimile communication addressed to the Company not less than five full business days prior to [the] [such] Delivery Date. The obligation of the undersigned to take delivery of and make payment for Designated Securities on [the] [each] Delivery Date shall be subject to the condition that the purchase of Designated Securities to be made by the undersigned shall not on [the] [such] Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject. The obligation of the undersigned to take delivery of and make payment for Designated Securities shall not be affected by the failure of any purchaser to take delivery of and make payment for Designated Securities pursuant to other contracts similar to this contract. [The undersigned understands that Underwriters (the “Underwriters”) are also purchasing Designated Securities from the Company, but that the obligations of the Undersigned hereunder are not contingent on such purchases]. Promptly after completion of the sale to the Underwriters the Company will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the Opinion of Counsel for the Company delivered to the Underwriters in connection therewith. The undersigned represents and warrants that, as of the date of this contract, the undersigned is not prohibited from purchasing the Designated Securities hereby agreed to be purchased by it under the laws of the jurisdiction to which the undersigned is subject. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. This contract may be executed by either of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. It is understood that the acceptance by the Company of any Delayed Delivery Contract (including this contract) is in the Company’s sole discretion and that, without limiting the foregoing, acceptances of such contracts need not be on a first-come, first-served basis. If this contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the undersigned when such counterpart is so mailed or delivered by the Company. Yours very truly, By: (Authorized Signature) Name: Title: (Address) Accepted: , 20 SLM Funding LLC By: Name:

Ladies and Gentlemen. The undersigned hereby agrees to purchase from SLM Funding LLC In connection with the merger of MergerCo with and into the Company (hereinafter called the “CompanyMerger”), and pursuant to the Company agrees to sell to Merger Agreement, including Section 2.2 thereof, the undersigned, $ principal amount as the registered holder(s) of the Company’s certificate(s) (hereinafter called each, a “Certificate”) representing shares of Preferred Stock and/or Common Stock described in Box A and Box B below, encloses herewith and irrevocably surrenders the Certificates listed below. For purposes of this Letter of Transmittal, the “Designated Securities”), offered by the Company’s Prospectus, dated , 20 , as amended or supplemented, receipt of a copy of which is hereby acknowledged, at a purchase price of % undersigned” includes any joint owners of the principal amount thereofCertificates listed below. You are hereby authorized and instructed to cause the amounts payable to the undersigned pursuant to the Merger Agreement in respect of the Certificates surrendered herewith to be delivered to the undersigned pursuant to the wire transfer instructions below (or, plus accrued interest from if no such instructions are provided, by check payable to the date from which interest accrues order of the undersigned and delivered to the address of the undersigned as set forth in Box A and/or Box B below, and on the further terms and conditions set forth below). The undersigned will purchase acknowledges and agrees that all merger consideration delivered hereunder shall be net of all holdbacks, escrow amounts, adjustments and other items specified in the Designated Securities from Merger Agreement. WIRE TRANSFER INSTRUCTIONS: Payee Name: Account Number: Bank Name: Bank Address: ABA Number: Other: SHARES OF PREFERRED STOCK: BOX A:DESCRIPTION OF STOCK CERTIFICATE(S) SURRENDERED Name(s) and Address(es) of Registered Holder(s)(Please fill in exactly as name appears on Stock Certificate(s)) Stock Certificate(s) and Number of Share(s)(attach additional signed list, if necessary) CertificateNumber Total Number of Shares of Preferred Stock Represented by the Certificate If any Certificates representing any shares of Preferred Stock that you own have been lost, stolen, mutilated or destroyed, check this box. Please promptly notify the Company on at the address listed above for instructions as to the procedure to be followed in order to replace the Certificate(s). This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, 20 (the “Delivery Date”stolen, mutilated or destroyed Certificates have been followed. SHARES OF COMMON STOCK: BOX B:DESCRIPTION OF STOCK CERTIFICATE(S) SURRENDERED Name(s) and interest Address(es) of Registered Holder(s)(Please fill in exactly as name appears on Stock Certificate(s)) Stock Certificate(s) and Number of Share(s)(attach additional signed list, if necessary) CertificateNumber Total Number of Shares of Common Stock Represented by the Designated Securities so purchased will accrue from Certificate If any Certificates representing any shares of Common Stock that you own have been lost, 20 stolen, mutilated or destroyed, check this box. [The undersigned will purchase the Designated Securities from Please promptly notify the Company on at the delivery date or dates and in address listed above for instructions as to the principal amount or amounts set forth below: Delivery Date Principal Amount Date from Which Interest Accrues , 20 $ , 20 , 20 $ , 20 Each such date on which Designated Securities are procedure to be purchased hereunder is hereinafter referred followed in order to as a “Delivery Date.”(4replace the Certificate(s)] Payment for the Designated Securities which the undersigned has agreed to purchase on [the] [each] Delivery Date shall be made to the Company or its order by certified or official bank check in Clearing House funds at the office . This Letter of , , , or by wire transfer to a bank account specified by the Company, on [the] [such] Delivery Date upon delivery to the undersigned of the Designated Securities then to be purchased by the undersigned in definitive fully registered form Transmittal and in such denominations and registered in such names as the undersigned may designate by written, telex or facsimile communication addressed to the Company not less than five full business days prior to [the] [such] Delivery Date. The obligation of the undersigned to take delivery of and make payment for Designated Securities on [the] [each] Delivery Date shall be subject to the condition that the purchase of Designated Securities to be made by the undersigned shall not on [the] [such] Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject. The obligation of the undersigned to take delivery of and make payment for Designated Securities shall related documents cannot be affected by processed until the failure of any purchaser to take delivery of and make payment procedures for Designated Securities pursuant to other contracts similar to this contractreplacing lost, stolen, mutilated or destroyed Certificates have been followed. [The undersigned understands that Underwriters (the “Underwriters”) are also purchasing Designated Securities from the Company, but that the obligations of the Undersigned hereunder are not contingent on such purchases]. Promptly after completion of the sale to the Underwriters the Company will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the Opinion of Counsel for the Company delivered to the Underwriters in connection therewith. The undersigned represents and warrants that, as of the date of this contract, the undersigned is not prohibited from purchasing the Designated Securities hereby agreed to be purchased by it under the laws of the jurisdiction to which the undersigned is subject. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. This contract may be executed by either of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. It is understood that the acceptance by the Company of any Delayed Delivery Contract (including this contract) is in the Company’s sole discretion and that, without limiting the foregoing, acceptances of such contracts need not be on a first-come, first-served basis. If this contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the undersigned when such counterpart is so mailed or delivered by the Company. Yours very truly, By: (Authorized Signature) Name: Title: (Address) Accepted: , 20 SLM Funding LLC By: Name:__________________

Ladies and Gentlemen. The undersigned hereby agrees to purchase from SLM Funding LLC (hereinafter called the “Company”), and the Company agrees to sell to the undersigned, $ principal amount of the Company’s (hereinafter called the “Designated Securities”), offered by the Company’s Prospectus, dated , 20 , as amended or supplemented, receipt of a copy of which is hereby acknowledged, at a purchase price of % of the principal amount thereof, plus accrued interest from the date from which interest accrues as set forth below, and on the further terms and conditions set forth below. The undersigned will purchase the Designated Securities from the Company on , 20 (the “Delivery Date”) and interest on the Designated Securities so purchased will accrue from , 20 . [The undersigned will purchase the Designated Securities from the Company on the delivery date or dates and in the principal amount or amounts set forth below: Delivery Date Principal Amount Date from Which Delivery Date Amount Interest Accrues , 20 $ , 20 , 20 $ , 20 Each such date on which Designated Securities are to be purchased hereunder is hereinafter referred to as a “Delivery Date.”(4)] Payment for the Designated Securities which the undersigned has agreed to purchase on [the] [each] Delivery Date shall be made to the Company or its order by certified or official bank check in Clearing House funds at the office of , , , or by wire transfer to a bank account specified by the Company, on [the] [such] Delivery Date upon delivery to the undersigned of the Designated Securities then to be purchased by the undersigned in definitive fully registered form and in such denominations and registered in such names as the undersigned may designate by written, telex or facsimile communication addressed to the Company not less than five full business days prior to [the] [such] Delivery Date. The obligation of the undersigned to take delivery of and make payment for Designated Securities on [the] [each] Delivery Date shall be subject to the condition that the purchase of Designated Securities to be made by the undersigned shall not on [the] [such] Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject. The obligation of the undersigned to take delivery of and make payment for Designated Securities shall not be affected by the failure of any purchaser to take delivery of and make payment for Designated Securities pursuant to other contracts similar to this contract. [The undersigned understands that Underwriters (the “Underwriters”) are also purchasing Designated Securities from the Company, but that the obligations of the Undersigned hereunder are not contingent on such purchases]. Promptly after completion of the sale to the Underwriters the Company will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the Opinion of Counsel for the Company delivered to the Underwriters in connection therewith. The undersigned represents and warrants that, as of the date of this contract, the undersigned is not prohibited from purchasing the Designated Securities hereby agreed to be purchased by it under the laws of the jurisdiction to which the undersigned is subject. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. This contract may be executed by either of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. It is understood that the acceptance by the Company of any Delayed Delivery Contract (including this contract) is in the Company’s sole discretion and that, without limiting the foregoing, acceptances of such contracts need not be on a first-come, first-served basis. If this contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the undersigned when such counterpart is so mailed or delivered by the Company. Yours very truly, By: (Authorized Signature) Name: Title: (Address) Accepted: , 20 SLM Funding LLC By: Name: