Common use of Payment of Purchase Price Clause in Contracts

Payment of Purchase Price. Buyer will pay to Sellers an amount equal to the Estimated Purchase Price by wire transferring such amount, in lawful money of the United States of America in immediately available funds, to such account(s) as Sellers shall have designated by notice to Buyer. If the Closing Date is not a business day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Date, Buyer shall deliver the Estimated Purchase Price to Buyer's lead bank (the "Escrow Agent") in immediately available funds in U.S. dollars, and each party shall deliver in escrow to the other party's designated outside legal counsel the instruments and other documents to be delivered by such party at the Closing. Upon receipt, the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction of the conditions therefor, (i) Buyer shall sign and deliver to Sellers a statement which confirms that the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least two (2) business days prior to the date the funds are required to be transferred hereunder and (ii) each party shall sign and deliver to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to the other party of the instruments and other documents previously delivered in escrow to such legal counsel by such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur on the appointed Closing Date, the funds shall be returned to Buyer, together with all interest earned thereon, and all escrowed instruments and documents shall be returned to the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by Buyer.

Payment of Purchase Price. Buyer DIME shall pay Correspondent the Purchase Price for each Loan in accordance with Dime Correspondent Manual. DIME will pay to Sellers an amount equal to the Estimated Purchase Price by wire transferring such amount, in lawful money of the United States of America in immediately available funds, to such account(s) as Sellers shall have designated by notice to Buyer. If the Closing Date is not a business day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Date, Buyer shall deliver the Estimated Purchase Price to Buyer's lead bank (the "Escrow Agent") in immediately available funds in U.S. dollars, and each party shall deliver in escrow Correspondent or to the other party's designated outside legal counsel applicable warehouse lender as instructed by an appropriate bailee agreement. In order to receive payment of the instruments and other documents to be delivered Purchase Price, Correspondent must comply with all document delivery requirements established by such party at Dime Correspondent Manual. Payment of the Closing. Upon receipt, the Escrow Agent shall invest the Estimated Purchase Price shall be made after the rescission period has expired for all Loans subject to the right of rescission under Regulation Z. Unless earlier agreed in an interest-bearing account mutually agreed upon writing by Sellers DIME, no fees, commissions, or any other consideration shall be paid to Correspondent for any Loan submitted to DIME for purchase. Correspondent covenants and Buyer. At Closing, upon satisfaction of the conditions therefor, agrees that: (i) Buyer the compensation received by Correspondent from any borrower shall sign not exceed the fair market value of its services as determined and deliver to Sellers set by Correspondent in a statement which confirms method that the Closing has occurred insures that all borrowers are treated in a fair and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least two (2) business days prior to the date the funds are required to be transferred hereunder and unbiased method; (ii) each party Correspondent shall sign not accept any fee or other compensation except as permitted by applicable law and deliver regulation; and (iii) it has disclosed any fee or other compensations in writing to the other party's designated outside legal counsel a statement borrower, and Dime as required by applicable law and regulation. Payment of any fee to Correspondent does not evidence the acceptability of Loan File or the Credit File. [LOGO] DIME MORTGAGE INC. National Correspondent Division DELEGATED UNDERWRITING ADDENDUM TO CORRESPONDENT ORIGINATION AND SALES AGREEMENT This Delegated Underwriting Addendum to Correspondent Origination and Sales Agreement ("Addendum") is entered into this 25th day of April, 1997, by and between DIME MORTGAGE, INC., its successors and assigns, ("DIME") and Xxxxxxx Xxxxxxx, Inc. dba American Home Mortgage dba American Brokers Conduit ("Correspondent"). DIME and Correspondent have entered into that certain Correspondent Origination and Sales Agreement ("Agreement") dated April 25, 1997, pursuant to which confirms that Closing DIME has occurred agreed to purchase conventional, FHA, and which authorizes VA residential mortgage loans ("Loans"), including the release related servicing rights, from Correspondent according to the other party of terms and conditions contained therein. Pursuant to the instruments and other documents previously delivered in escrow Dime Correspondent Manual, Loans may be underwritten by Correspondent ("Delegated Underwriting"), provided Correspondent has been given express written authorization by DIME. Correspondent desires to such legal counsel by such party. The Escrow Agent shall refund the balance submit Loans to Buyer. If the Closing does not occur on the appointed Closing Date, the funds shall be returned to Buyer, together with all interest earned thereonDIME underwritten under Delegated Underwriting authority, and all escrowed instruments and documents shall be returned as an inducement for DIME to the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by Buyergrant Correspondent such authority, Correspondent is willing to enter into this Addendum.

Payment of Purchase Price. Buyer will pay (a) On the Closing Date, and immediately prior to Sellers an the assignment of the Notes to Purchaser, the Company shall prepay to Sellers, by wire transfer of immediately available funds into the accounts designated by Seller Representative, that amount of principal under the Notes equal to the Estimated Purchase Price (less the Indemnity Escrow Amount), allocated to each Note as set forth in Schedule 3.2(a). (b) On the Closing Date, and immediately prior to the assignment of the Notes to Purchaser, the Company shall prepay to Sellers, by wire transferring such amounttransfer of immediately available funds into the accounts designated by Seller Representative, that amount of principal under the Notes equal to the Indemnity Escrow Amount, allocated to each Note as set forth in lawful money Schedule 3.2(a). (c) Immediately upon receipt of the United States Indemnity Escrow Amount pursuant to Section 3.2(b), Seller shall deliver to the Escrow Agent under the Indemnity Escrow Agreement, by wire transfer of America in immediately available funds, the Indemnity Escrow Amount. (d) For the avoidance of doubt, the prepayment, by the Company, of the amounts of principal under the Notes set forth in Sections 3.2(a) and 3.2(b) shall satisfy Purchaser’s obligation to pay the Purchase Price. (e) All payments made in connection with the transactions contemplated by this Agreement shall be made free and clear of and without reduction or liability for or on account of any Taxes; provided that if the Company shall be required by Law to deduct any Taxes from such account(s) as Sellers shall have designated by notice to Buyer. If the Closing Date is not a business day on which financial institutions are open and operatingpayments, then on (i) the Company shall make such deductions or before payments (in which case, a certified copy of the last business day on which financial institutions are open and operating before the Closing Date, Buyer withholding Tax receipt (DARF) shall deliver the Estimated Purchase Price to Buyer's lead bank (the "Escrow Agent") in immediately available funds in U.S. dollars, and each party shall deliver in escrow to the other party's designated outside legal counsel the instruments and other documents to be delivered by such party at the Closing. Upon receiptCompany to Seller Representative upon request as promptly as available after payment thereof in accordance with applicable Law), the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction of the conditions therefor, (i) Buyer shall sign and deliver to Sellers a statement which confirms that the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least two (2) business days prior to the date the funds are required to be transferred hereunder and (ii) each party the Company shall sign timely pay the full amount deducted to the relevant Governmental Body in accordance with applicable Law and (iii) the Company shall deliver to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to the other party Seller Representative evidence of the instruments and other documents previously delivered in escrow to such legal counsel by such partypayment within ninety (90) days thereof. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur on the appointed Closing Date, the funds withholding income tax shall be returned to Buyer, together with all interest earned thereon, calculated by the person designated as the withholding agent by Law and all escrowed instruments and documents shall be returned informed by the Company to the party who delivered them. The fees Seller Representative and expenses of Escrow Agent Purchaser and such calculation shall be paid one-half by Sellers and one-half by Buyerconclusive absent manifest error.

Payment of Purchase Price. Buyer will pay to Sellers an amount equal to the Estimated The Purchase Price shall be paid as follows: (i) $1,500,000 by certified check, bank cashiers check or wire transferring such amount, in lawful money of transfer at the United States of America in immediately available funds, to such account(sClosing; and (ii) as Sellers shall have designated by notice to Buyer. If the Closing Date is not a business day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Date, Buyer shall deliver the Estimated Purchase Price to Buyer's lead bank an additional $250,000 (the "Escrow AgentContingent Payment") in immediately available funds in U.S. dollarsif the net earnings before interest, taxes, depreciation and each party shall deliver in escrow to amortization ("EBITDA") of the other party's designated outside legal counsel the instruments and other documents to be delivered by such party at Businesses operated as a separate division of Buyer after the Closing. Upon receipt, calculated on the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction basis of preparation of the conditions thereforIncome Statement, (i) Buyer shall sign and deliver to Sellers a statement which confirms that the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least exceed $375,000 in any two (2) business days prior of the three (3) calendar years during the three-year period ending on December 31, 2002 (the "Contingent Payment Period"), to be paid promptly after a determination that the Contingent Payment is payable in accordance with this Section 1.04(b), but in no event later than July 1, 2003. In calculating the EBITDA of the Businesses operated as a separate division of Buyer after the Closing (such division, "DMA-NEW"), the annual management and overhead charge from Buyer to DMA-NEW for accounting/bookkeeping, office rent, telephones, insurance, payroll processing, employee benefits and benefit administration, and receptionist services rendered by Buyer to DMA-NEW (including payroll taxes associated with the personnel providing the foregoing services) shall be equal to $183,314; provided, that the costs of relocation of the Businesses and the existing tenant improvements for the space to be occupied by DMA-NEW pursuant to Section 3.01(d) hereof shall be excluded from the foregoing calculation of EBITDA for DMA-NEW. In addition, in calculating the EBITDA of DMA-NEW during the Contingent Payment Period, Buyer shall credit DMA-NEW at a rate of (x) 85% of DMA-NEW's usual and customary billing rates for creative services actually performed for Buyer or any of its affiliates, and (y) 100% of DMA-NEW's usual and customary billing rates for creative services actually performed for customers referred to DMA-NEW by Buyer or any of its affiliates. For purposes of this Agreement all determinations with respect to the date the funds are required to be transferred hereunder and (ii) each party shall sign and deliver to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to the other party calculation of the instruments and other documents previously delivered in escrow to such legal counsel by such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur on the appointed Closing Date, the funds EBITDA of DMA-NEW for any calendar year shall be returned to Buyermade in accordance with generally accepted accounting principles, together with all interest earned thereonconsistently applied, and all escrowed instruments and documents shall be returned to the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by Buyer's regular independent public accountants. To the extent that such books and records relate to DMA-NEW, Executive shall have the right during normal business hours to inspect the books and records of Buyer annually for the purposes of verifying the calculation of EBITDA as set forth in this Section 1.04(b).

Payment of Purchase Price. Buyer will (a) On the Transfer Date, the Purchaser shall pay to Sellers the Seller, with respect to all of the Seller's right, title and interest in, to and under all Receivables and all Seller Related Security existing at the close of business on the Transfer Date, a payment consisting of $164,543,866 multiplied by the Purchase Percentage. (b) On each Business Day during the Effective Period (each, a "Purchase Date"), the Seller shall determine the Receivables and the Seller Related Security with respect thereto arising since the close of business on the preceding Business Day, which Receivables and Seller Related Security shall be deemed available for purchase by the Purchaser on such Purchase Date. To the extent that any sale of Receivables is not reflected in the Daily Report, such Receivables and the Seller Related Security with respect thereto will nevertheless be deemed sold to such Purchaser in every respect and all of the Seller's rights, title and interest in, to and under such Receivables and Seller Related Security will be deemed to have been sold to the Purchaser. (c) The purchase price payable to the Seller for the Receivables and Seller Related Security to be purchased on any Purchase Date shall be an amount equal to the Estimated product of (i) the aggregate Outstanding Balance of all Receivables deemed available for purchase pursuant to paragraph (b) above and (ii) the Purchase Price by wire transferring Percentage for such Purchase Date (such amount, in lawful money the "Purchase Price"), provided, however, that such Purchase Price shall not be less than the reasonably equivalent value of the United States Receivables to which such Purchase Price relates, and in the event that, in the reasonable judgment of America either the Seller or the Purchaser, such Purchase Price is less than such reasonably equivalent value or does not reflect the fair market value of such Receivables, within five Business Days after such Purchase Date, each of the Seller and the Purchaser (after notice to the other party) shall appoint a Person (other than an Affiliate of the Purchaser or Seller) in immediately available fundsthe business of purchasing trade receivables, and such Persons shall appoint a third Person (other than an Affiliate of the Purchaser or Seller) in such business, and such Persons shall make an independent appraisal of the value of such Receivables and shall determine a Purchase Price which reasonably reflects the fair market value of such Receivables. The Purchase Percentage with respect to each Determination Date shall be calculated in the Determination Date Certificate with respect to such account(s) as Sellers Determination Date and such calculation shall have designated by notice to Buyer. If be used in the Closing Date is not a business day on which financial institutions are open and operating, then on or before calculation of the last business day on which financial institutions are open and operating before the Closing Date, Buyer shall deliver the Estimated Purchase Price owed under this Agreement for all Purchases occurring from and including such Determination Date to Buyer's lead bank but excluding the next Determination Date. (d) The Purchase Price shall be paid to the "Escrow Agent") Seller on the applicable Purchase Date in immediately available funds in U.S. dollars, and each party shall deliver in escrow to the other party's designated outside legal counsel extent of funds available to the instruments Purchaser. The excess, if any, of the Purchase Price over the payment therefor set forth in clauses (a) and other documents (c) above shall be deemed to be delivered by such party at the Closing. Upon receipt, the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction of the conditions therefor, either (i) Buyer shall sign and deliver to Sellers a statement which confirms that loan by the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least two (2) business days prior Seller to the date Purchaser (a "Subordinated Loan") evidenced by the funds are required to be transferred hereunder and Subordinated Note of the Purchaser substantially in the form attached hereto as Exhibit A or (ii) each party shall sign and deliver to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes extent such loan would cause the release to the other party unpaid principal amount of the instruments and other documents previously delivered in escrow to such legal counsel by such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur on the appointed Closing Date, the funds shall be returned to BuyerSubordinated Loan, together with all accrued and unpaid interest earned thereon, to exceed ten percent (10%) of the excess of the Net Receivables Balance over the Trust Invested Amount, a contribution by the Seller to the Purchaser's capital, and all escrowed instruments and documents the Purchase Price shall be returned considered paid in full by reflecting such contribution as an addition to the party who delivered themsurplus of the Purchaser at an appropriate value. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by BuyerIn addition, the Seller may otherwise make capital contributions to the Purchaser.

Payment of Purchase Price. Buyer 1. Employee acknowledges that the Company’s loan and financing agreements, including the Trust Indenture (the “Trust Indenture”) with respect to the $203 million in principal amount of 10½% senior subordinated notes due 2012 that subsequently were registered with the Securities and Exchange Commission and the Credit Agreement (the “Credit Agreement”) with respect to the Company’s $500 million revolving credit facility, as they may be amended, modified, refinanced or replaced in the future, place various limitations, restrictions and constraints upon the Company’s ability and willingness to redeem shares from its shareholders. Employee further acknowledges that the Company has the right and need to maintain a certain level of financial availability to make “Restricted Payments” as defined in the Trust Indenture to terminated, retired, or deceased employees who have vested benefits in the Company’s Employee Stock Ownership Plan (“ESOP”). 2. Provided that Employee has delivered the Certificates and the executed Stock Powers to Company in accordance with this Section 4, Company will pay to Sellers Employee the Purchase Price as follows: on or before January 15, 2008, Company will pay Employee an amount equal to the Estimated lower of (i) the Purchase Price or (ii) $4,000,000. The Company shall make such further payment of the Purchase Price, if necessary, as soon as, in Company’s reasonable opinion, it has satisfied its obligations to make any required payments to former employees who have vested benefits in the ESOP, so long as Company is otherwise permitted to make a further payment of the Purchase Price under the various limitations, restrictions and constraints contained in the Trust Indenture and the Credit Agreement. 3. The Purchase Price shall be evidenced by the Company’s Non-Negotiable Promissory Note in substantially the form attached as Exhibit B, which shall be delivered to Employee on the date on which Employee delivers the Certificates and executed Stock Powers to Company. 4. All payments of the Purchase Price shall be made, at the direction of Employee, either by wire transferring such amounttransfer or by check payable to Exxxxx X. Xxxxxx and mailed to the following address: 2000 Xxxxxx Xxxxx Xxxxx Xxxx, in lawful money of the United States of America in immediately available fundsXX 00000 The check shall be mailed first class mail, to such account(s) as Sellers shall have designated by notice to Buyer. If the Closing Date is not a business day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Date, Buyer shall deliver the Estimated Purchase Price to Buyer's lead bank (the "Escrow Agent") in immediately available funds in U.S. dollarspostage prepaid, and each party payment shall deliver be considered made as of the date of mailing. 5. Notwithstanding anything in escrow this Agreement to the other party's designated outside legal counsel contrary, under no circumstances will Company be obligated to make any payment of the instruments and other documents to be delivered by such party at Purchase Price if, in the Closing. Upon receiptreasonable opinion of Company, the Escrow Agent shall invest payment is prohibited (a) by the Estimated Purchase Price in an interest-bearing account mutually agreed upon Trust Indenture or the Credit Agreement or any similar agreement or commitment or (b) by Sellers and Buyer. At Closingany federal, upon satisfaction state, or other securities law, or any other requirement of law or of any regulatory body with jurisdiction over the conditions therefor, (i) Buyer shall sign and deliver to Sellers a statement which confirms that the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least two (2) business days prior to the date the funds are required to be transferred hereunder and (ii) each party shall sign and deliver to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to the other party of the instruments and other documents previously delivered in escrow to such legal counsel by such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur on the appointed Closing Date, the funds shall be returned to Buyer, together with all interest earned thereon, and all escrowed instruments and documents shall be returned to the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by BuyerCompany.

Payment of Purchase Price. Buyer will shall pay to Sellers an amount equal the Purchase Price, subject to the Estimated Closing adjustments expressly allocated under the terms of this Agreement, in accordance with all the terms and conditions of this Agreement. Title Insurer shall pay the Xxxxxxx Money to Seller, and Buyer shall receive a credit for such payment. Buyer shall pay the Purchase Price by wire transferring such amounttransfer of immediately available federal funds to the Title Insurer no later than the morning of Closing, and Title Insurer shall disburse all funds it receives from the parties in lawful money connection with the Closing. Each Deed (and/or, if required by Buyer, each local governmental transfer consideration certificate filed therewith) will contain language stating that the Real Property conveyed thereby is part of a multi-property transaction, and that the consideration referenced thereon is solely for the purpose of calculating certain transaction costs (e.g. title insurance and similar costs). Seller, Operator and Buyer agree to file federal, state and local tax returns based on each party’s own determination of the United States proper allocations of America the Purchase Price, each bearing its own consequences of any discrepancies. At the Closing, a portion of the Purchase Price in immediately available funds, the amount of Six Hundred Thirty-Six Thousand and 00/100 Dollars ($636,000.00) will be paid into an escrow account to be established with Title Insurer. The use of such account(sfunds shall be restricted for the twelve (12) as Sellers shall have designated by notice to Buyer. If month period following the Closing Date is not as a business source of funds to satisfy any obligation of Seller and/or Operator arising under this Agreement or the OTA and surviving the Closing and the delivery of the Deeds and other Closing documents (the “Buyer Indemnified Losses”) made by any Buyer and New Operator (the “Indemnity Holdback”) on a separate and several basis among the Facilities. Upon the one hundred eightieth (180th) day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before following the Closing Date, twenty-five percent (25%) of the Indemnity Holdback (less the amount of any respective Buyer shall deliver the Estimated Purchase Price Indemnified Losses that are outstanding and unresolved as of said date) will be thereupon distributed to Buyer's lead bank (the "Escrow Agent") in immediately available funds in U.S. dollars, and each party shall deliver in escrow to the other party's designated outside legal counsel the instruments and other documents to be delivered or as directed by such party at the ClosingSeller upon receipt of Seller’s written request. Upon receipt, the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction expiration of the conditions therefor, twelve (i12) Buyer shall sign and deliver to Sellers a statement which confirms that the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing the interest earned full calendar month period after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least two (2) business days prior to the date the funds are required to be transferred hereunder and (ii) each party shall sign and deliver to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to the other party of the instruments and other documents previously delivered in escrow to such legal counsel by such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur on the appointed Closing Date, the funds balance of the Indemnity Holdback, if any, less the amount of any respective Buyer Indemnified Losses against the remaining balance of the respective Indemnity Holdback that are outstanding and unresolved as of said anniversary of the Closing, will be thereupon distributed to or as directed by Seller. The conditions for the distribution or forfeiture of the respective Indemnity Holdback are more particularly set forth in that certain Indemnity Holdback Agreement executed and delivered by Seller, Operator, Buyer (or its assignee under this Agreement) and New Operator (or its assignee under the OTA, and collectively with Buyer or said assignee of Buyer, the “Buyer Indemnified Parties”) at the Closing, in the form to be agreed upon by said parties prior to the expiration of the Due Diligence Period (the “Indemnity Holdback Agreement”). The Indemnity Holdback shall be returned to Buyer, together exclusive of any other right or remedy any of the Buyer Indemnified Parties may have with all interest earned thereon, and all escrowed instruments and documents shall be returned respect to the party who delivered themBuyer Indemnified Losses, whether under this Agreement, at law or in equity. The fees and expenses To the extent required under Section 7.7, Seller hereby agrees that to the extent the Buyer Indemnified Losses exceed the amount of Escrow Agent shall the Indemnity Holdback then in existence, Seller will be paid one-half by Sellers and one-half by Buyerliable for all such Buyer Indemnified Losses.

Payment of Purchase Price. Buyer will On the Closing Date, Purchasers shall pay to Sellers an amount equal to the Estimated Purchase Price by wire transferring such amount, in lawful money transfer of the United States of America in immediately available funds, funds into the accounts and in the amounts as follow: (i) to such account(s) as Sellers shall have an account designated by notice MLB, an amount necessary to Buyer. If discharge in full all amounts payable by TRBP to or on behalf of MLB as of the Closing Date is not a business day on which financial institutions are open and operatingfor Seller MLB Amounts, then on whether incurred before or before after the last business day on which financial institutions are open and operating before the Closing Date, Buyer shall deliver the Estimated Purchase Price to Buyer's lead bank (the "Escrow Agent") in immediately available funds in U.S. dollars, and each party shall deliver in escrow to the other party's designated outside legal counsel the instruments and other documents to be delivered by such party at the Closing. Upon receipt, the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction of the conditions therefor, (i) Buyer shall sign and deliver to Sellers a statement which confirms date that the Closing has occurred and which instructs Voluntary Petition is filed; (ii) to an account designated by the Escrow Agent to transfer to Sellers Lenders or, if the funds representing the Estimated Purchase Price, plus Lenders have not designated an amount representing the interest earned after the Closing Date until the date the funds are transferredaccount, to an account that Sellers shall designate at least two for the Lenders designated by Seller in accordance with the terms of the Senior Indebtedness, $75,000,000 in respect of Seller’s guarantee of the Senior Indebtedness; (2iii) business days prior to an account designated by Emerald Diamond, an amount necessary to discharge in full the outstanding principal, interest, fees, expenses, penalties and other amounts payable as of the Closing pursuant to the date Centerfield Office Note; (iv) to an account designated by Xxxxx, an amount necessary to discharge in full the funds are required to be transferred hereunder and (ii) each party shall sign and deliver to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to the other party of the instruments and other documents previously delivered in escrow to such legal counsel by such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur on the appointed Closing Dateoutstanding principal, the funds shall be returned to Buyerinterest, together with all interest earned thereon, and all escrowed instruments and documents shall be returned to the party who delivered them. The fees and expenses payable as of Escrow Agent the Closing pursuant to the Overdraft Protection Agreement in respect of the Overdraft Protection Advance; (v) to accounts designated by the Financial Advisors, the Financial Advisory Fees shall be paid one-half paid; (vi) to the Escrow Account, the Escrow Amount; and (vii) to an account designated by Sellers and one-half by BuyerTRBP, the remainder of the Purchase Price, with the intention that it will be disbursed in accordance with the Plan of Reorganization. Seller shall cause all wire transfer instructions needed for payment of the Purchase Price under this Section 3.2 to be delivered to Purchasers at least three (3) Business Days prior to Closing. At the Closing, Purchasers shall deliver, or cause to be delivered, to Seller evidence of the wire transfers referred to in this Section 3.2.

Payment of Purchase Price. Buyer will pay to Sellers an amount equal to the Estimated (a) The Purchase Price for the Receivables sold on the Closing Date shall be paid or has been paid by wire transferring such amount, in lawful money payment of the United States of America cash in immediately available funds, . The Purchaser may obtain the cash to such account(s) as Sellers shall have designated by notice to Buyer. If pay the Closing Date is not a business day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Date, Buyer shall deliver the Estimated Purchase Price from the sale of Eligible Receivables to Buyer's lead bank the Trust, and pursuant to advances pursuant to the Subordinated Note (the such advance and any advance thereunder as contemplated by Section 3.2(b), each an "Escrow AgentAdvance") in immediately available funds in U.S. dollars, and each party shall deliver in escrow contributions to the other party's designated outside legal counsel capital of the instruments and other documents to be delivered Purchaser by such party at the Closing. Upon receiptPxxxxxxx'x, the Escrow Agent shall invest the Estimated Inc. (b) The Purchase Price in an interest-bearing account mutually agreed upon for the Receivables sold by Sellers and Buyer. At Closing, upon satisfaction the Seller on any date after the initial date of the conditions thereforReceivables Purchase Agreement (each, a "Purchase Date") shall be paid in cash to the Seller from proceeds from (i) Buyer shall sign and deliver to Sellers a statement which confirms that the Closing has occurred and which instructs sale by the Escrow Agent to transfer to Sellers Purchaser of the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least two (2) business days prior Receivables to the date the funds are required to be transferred hereunder and Trust or (ii) each party shall sign and deliver as the Purchaser may elect, in its sole discretion, from proceeds of (A) an Advance under the Subordinated Note, or (iii) a capital contribution by Saks Incorporated to the other party's designated outside legal counsel Purchaser or (iv) any combination of the foregoing. In the event the Purchaser does not have sufficient cash to pay the Purchase Price due on any Purchase Date, or Saks Incorporated determines, in its sole discretion not to make a statement which confirms that Closing has occurred and which authorizes the release capital contribution to the other party Purchaser, Saks Incorporated, subject to the terms hereof, irrevocably agrees to make an Advance on such Purchase Date in an original principal amount equal to such cash insufficiency; provided, however, that no Advance shall be made if immediately thereafter the Net Worth of the instruments and other documents previously delivered in escrow Purchaser would be less than 10% of the highest Aggregate Principal Receivables outstanding during the immediately preceding twelve (12) calendar month period. All Advances made by the Seller to such legal counsel by such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur on the appointed Closing Date, the funds Purchaser shall be returned to Buyer, together with all interest earned thereon, evidenced by the Subordinated Note. (c) The terms and conditions of the Subordinated Note and all escrowed instruments and documents Advances thereunder shall be returned to the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by Buyer.as follows:

Payment of Purchase Price. (a) The Purchase Price for any Collateral related to Schedule 1 acquired by the Buyer will pay to Sellers an amount equal from the Intermediate Seller (including the Closing Date Participations) on the Closing Date shall be paid by a combination of cash and the issuance of each of the Class D Notes and the Preferred Shares by the Buyer to the Estimated Intermediate Seller and by subsequent transfer of such cash from the Intermediate Seller to the Seller. With respect to any Purchase Date after the Closing Date, to the extent the value of the Collateral transferred by the Seller to the Intermediate Seller and from the Intermediate Seller to the Buyer exceeds the value of the cash received by the Intermediate Seller for such assets, such excess shall be deemed to constitute a capital contribution from the Seller to the Intermediate Seller and from the Intermediate Seller to the Buyer. The Purchase Price for any Collateral acquired by wire transferring the Buyer from the Intermediate Seller on any Purchase Date after the Closing Date pursuant to this Agreement shall be paid in a combination of (i) immediately available funds in cash and by subsequent transfer of such amount, cash from the Intermediate Seller to the Seller and (ii) if the Buyer does not have sufficient funds in lawful money cash to pay the full amount of the United States Purchase Price, by means of America a capital contribution by the Seller to the Intermediate Seller and by a subsequent capital contribution by the Intermediate Seller to the Buyer. (b) The Purchase Price for any Collateral purchased by the Buyer to be settled directly with a subsidiary of the Seller on any Purchase Date after the Closing Date shall be paid in immediately available funds, to such account(s) as Sellers shall which may comprise, if the Buyer does not have designated by notice to Buyer. If the Closing Date is not a business day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Date, Buyer shall deliver the Estimated Purchase Price to Buyer's lead bank (the "Escrow Agent") in immediately available sufficient funds in U.S. dollars, and each party shall deliver in escrow cash to pay the other party's designated outside legal counsel the instruments and other documents to be delivered by such party at the Closing. Upon receipt, the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction full amount of the conditions therefor, (i) Buyer shall sign and deliver to Sellers a statement which confirms that the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing amounts contributed by the interest earned Seller to Intermediate Seller and by the Intermediate Seller to the Buyer. (c) Notwithstanding any provision herein to the contrary, the Seller may on any Purchase Date occurring after the Closing Date until elect to designate all or a portion of the date the funds are transferred, to an account that Sellers shall designate at least two (2) business days prior to the date the funds are required Collateral proposed to be transferred to the Buyer on such date as a capital contribution to the Intermediate Seller and in turn a capital contribution by the Intermediate Seller to the Buyer. In such event, the cash portion of the Purchase Price payable with respect to such transfer shall be reduced by that portion of the Purchase Price of the Collateral that was so contributed; provided that Collateral contributed to the Buyer as capital shall constitute Collateral for all purposes of this Agreement. (d) The Seller, in connection with each Purchase hereunder relating to any Collateral, shall be deemed to have certified, and hereby does certify, with respect to the Collateral to be purchased by the Buyer on such day, that its representations and warranties contained in Article IV are true and correct on and as of such day, with the same effect as though made on and as of such day. (e) Upon the payment of the Purchase Price for any Purchase, title to the Collateral included in such Purchase shall vest in the case of Collateral related to Schedule 1 initially in the Intermediate Seller and then in the Buyer as provided herein, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Intermediate Seller and the Buyer, as applicable, shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Intermediate Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (f) Collateral Obligations may be purchased or acquired from time to time by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) each party shall sign and deliver to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to the other party of the instruments and other documents previously delivered transactions are effected in escrow to such legal counsel by such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur on the appointed Closing Date, the funds shall be returned to Buyer, together accordance with all interest earned thereon, and all escrowed instruments and documents shall be returned to the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by Buyerapplicable laws.

Payment of Purchase Price. Buyer will a. In consideration of the transfer by Seller to Purchaser of the Sold Future Receipts, Purchaser agrees to pay to Sellers an amount equal Seller the Purchase Price; subject to the Estimated immediately following subsection (b) and the satisfactory completion of Purchaser’s due diligence (in its sole discretion), the Purchase Price by wire transferring such amountshall be turned over and delivered to Seller immediately after the date of this Agreement. Contract #: 6092355 5 /s/ SAS b. IF AS OF THE DATE PURCHASER IS DUE TO PAY THE PURCHASE PRICE TO SELLER, in lawful money SELLER HAS AN OBLIGATION TO DELIVER TO PURCHASER A CERTAIN AMOUNT OF SOLD FUTURE RECEIPTS UNRELATED TO THIS AGREEMENT OR CERTAIN SUMS PURSUANT TO THIS AGREEMENT INCLUDING WITHOUT LIMITATION ANY AND ALL ORIGINATION FEES (THE SUM OF ALL SUCH PRIOR OBLIGATIONS OF SELLER TO PURCHASER, THE “PRIOR FUTURE RECEIPTS”) SELLER HEREBY GRANTS PURCHASER THE RIGHT TO WITHHOLD FROM THE PURCHASE PRICE TO BE DELIVERED TO SELLER PURSUANT TO SUBPARAGRAPH (A) ABOVE, THE AMOUNT OF THE PRIOR FUTURE RECEIPTS IN FULL SATISFACTION THEREOF. FURTHERMORE, SELLER AGREES THAT DELIVERY TO THE SELLER OF THE PURCHASE PRICE REDUCED BY THE AMOUNT OF THE PRIOR FUTURE RECEIPTS SHALL NOT BE DEEMED TO BE PURCHASER’S BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND SUCH REDUCTION SHALL NOT IN ANY WAY OR FORM MODIFY OR REDUCE SELLER’S OBLIGATIONS UNDER THIS AGREEMENT. c. In the event the amount of the United States of America in immediately available funds, to such account(s) as Sellers shall have designated by notice to Buyer. If the Closing Date is not a business day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Date, Buyer shall deliver the Estimated Purchase Price to Buyer's lead bank (is reduced by the "Escrow Agent") amount of Prior Future Receipts, any and all references in immediately available funds in U.S. dollars, and each party shall deliver in escrow this Agreement to the other party's designated outside legal counsel the instruments and other documents to be delivered by such party at the Closing. Upon receipt, the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon shall mean “the Purchase Price as reduced by Sellers and Buyer. At Closingthe Prior Future Receipts, upon satisfaction of the conditions therefor, (i) Buyer shall sign and deliver to Sellers a statement which confirms that the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least two (2) business days prior to the date the funds are required to be transferred hereunder and (ii) each party shall sign and deliver to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to the other party of the instruments and other documents previously delivered in escrow to such legal counsel by such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur on the appointed Closing Date, the funds shall be returned to Buyer, together with all interest earned thereon, and all escrowed instruments and documents shall be returned to the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by Buyerif any.”

Payment of Purchase Price. Buyer will pay (a) The Purchase Price for Assets shall be paid to Sellers the applicable Initial Seller in the manner provided below on the Closing Date and each day thereafter that the Purchaser is required under the Purchase and Servicing Agreement to sell Contracts to the Issuer pursuant to Section 2.03 of the Purchase and Servicing Agreement (each a "Purchase Date"). The Purchase Price shall be paid by the Purchaser to the applicable Initial Seller on the initial Purchase Date in the form of cash and contribution of capital. On each Purchase Date thereafter the Purchase Price shall be paid by the Purchaser to the applicable Initial Seller as follows: (i) in cash, an amount equal to the Estimated lesser of (1) the Purchase Price and (2) the Available Cash on such Purchase Date, to be divided between the Initial Sellers in proportion to the Purchase Price of the Assets sold by wire transferring each Initial Seller on such amountdate; and (ii) to the extent that any portion of the Purchase Price remains unpaid, such amounts will be treated as a contribution of capital from such Initial Seller. (b) Unless otherwise specified herein, all payments under this Agreement shall be made not later than the end of business, New York time, on the date specified therefor in lawful money of the United States of America in immediately available funds, to such account(s) as Sellers shall have designated by notice to Buyer. If the Closing Date is not a business same day on which financial institutions are open funds and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Date, Buyer shall deliver the Estimated Purchase Price to Buyer's lead bank (the "Escrow Agent") in immediately available funds in U.S. dollars, and each party shall deliver in escrow to the other party's designated outside legal counsel the instruments and other documents to be delivered by such party at the Closing. Upon receipt, the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction of the conditions therefor, (i) Buyer shall sign and deliver if to Sellers a statement which confirms that the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferredInitial Seller, to an the respective bank account that Sellers shall designate at least two (2) business days prior designated in writing by the Initial Seller to the date the funds are required to be transferred hereunder Purchaser and (ii) each party shall sign and deliver if to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release Purchaser, to the bank account designated in writing by the Purchaser. Amounts not paid by the Initial Sellers or Transmedia when due under this Agreement shall bear interest at a rate equal at all times to the lesser of (i) the Note Rate and (ii) the maximum rate permitted by applicable law, payable upon demand. (c) Whenever any payment to be made under this Agreement shall be stated to be due on a day other party of the instruments and other documents previously delivered in escrow to than a Business Day, such legal counsel by such party. The Escrow Agent payment shall refund the balance to Buyer. If the Closing does not occur be made on the appointed Closing Date, the funds shall be returned to Buyer, together with all interest earned thereon, and all escrowed instruments and documents shall be returned to the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by Buyernext succeeding Business Day.

Payment of Purchase Price. In consideration for the transfer and assignment by Seller of the Assets and in consideration of the representations, warranties and covenants of Seller set forth herein, Buyer will on the conditions set forth herein: (a) Shall pay to Sellers an amount equal Seller Four Million Dollars ($4,000,000) in cash as more fully described in SECTION 3.5 below (the "PURCHASE PRICE"), subject to adjustment as provided in SECTION 2.3 below; plus (b) Shall assume, discharge, and pay when due; (i) all trade payables incurred by Seller in the Estimated Purchase Price by wire transferring such amount, in lawful money ordinary course of the United States of America in immediately available funds, to such account(s) as Sellers shall have designated by notice to Buyer. If its business through the Closing Date is not a business day which remain unpaid on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Date, whether or not such liabilities have been invoiced to Seller as of the Closing Date ("TRADE PAYABLES"); (ii) all other unpaid liabilities and obligations of Seller (A) appearing on the Financial Statements or (B) which were incurred by Seller in the ordinary course of its business from October 31, 1997 through the Closing Date, including any Employee Obligations (defined below) to Seller's employees, but excluding any obligation for non-current charges from MCI (the sum of the payable liabilities and obligations as would be recorded on financial statements pursuant to GAAP (as defined below) and assumed by Buyer shall deliver under Sections 2.1(b)(i) and (ii), but not including any obligation or liability for Unpaid Checks (defined below), any Excluded Liability (defined below), any matter for which Seller provides indemnification pursuant to this Agreement other than under Section 8.3 or matters for which the Estimated parties make a reduction of the Purchase Price to Buyer's lead bank (the "Escrow Agent") in immediately available funds in U.S. dollars, and each party shall deliver in escrow to the other party's designated outside legal counsel the instruments and other documents to be delivered by such party at the Closing. Upon receipt, is referred to herein as the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers "ASSUMED Payables"); and (iii) all liabilities and Buyer. At Closing, upon satisfaction obligations under Section I.3 and I.6 of the conditions thereforNguyen Agreement and the Contracts, (i) Buyer shall sign and deliver but only to Sellers a statement which confirms thx xxxxnt that the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing the interest earned such liabilities or obligations accrue on or after the Closing Date until Date; provided that this clause (iii) shall not limit the date obligations of Buyer set forth in SECTIONS 2.1(B)(I) AND (II) (the funds are transferred, to an account that Sellers shall designate at least two (2) business days prior to items assumed by Buyer in this Section 2.1 the date the funds are required to be transferred hereunder and (ii) each party shall sign and deliver to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to the other party of the instruments and other documents previously delivered in escrow to such legal counsel by such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur on the appointed Closing Date, the funds shall be returned to Buyer, together with all interest earned thereon, and all escrowed instruments and documents shall be returned to the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by Buyer"ASSUMED LIABILITIES").

Payment of Purchase Price. Buyer will pay to Sellers an amount equal The Purchase Price shall be payable as follows: 3.2.1 Within one (1) business day after the Effective Date of this Agreement, and as a condition precedent to the Estimated Purchase Price by wire transferring such amount, in lawful money of the United States of America in immediately available funds, to such account(s) as Sellers shall have designated by notice to Buyer. If the Closing Date is not a business day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Dateeffectiveness hereof, Buyer shall deliver deposit in escrow with Escrow Holder (as defined in SECTION 9.1 hereof), in cash or current funds, the Estimated Purchase Price to Buyer's lead bank sum of (a) Seven Hundred Fifty Thousand Dollars ($750,000) (the "TRANSACTION Deposit"), plus (b) Two Hundred Fifty Thousand Dollars ($250,000) (the "PERFORMANCE DEPOSIT"); the Transaction Deposit and the Performance Deposit are sometimes hereinafter collectively referred to as the "DEPOSIT." Immediately upon Escrow AgentHolder's receipt of the Deposit (the ") in immediately available funds in U.S. dollarsOPENING OF ESCROW"), and each party shall deliver in escrow to the other party's designated outside legal counsel the instruments and other documents to be delivered by such party at the Closing. Upon receipt, the Escrow Agent Holder shall invest the Estimated Purchase Price same in an a federally insured interest-bearing account mutually agreed upon by Sellers acceptable to Seller and Buyer, with all interest accruing thereon credited to the Purchase Price. At ClosingFor purposes of this Agreement, upon satisfaction any interest accruing on the Deposit from time to time shall be deemed part of the conditions thereforDeposit. Upon expiration of the Due Diligence Period, (i) if Buyer has not previously terminated this Agreement by its terms, then Seller shall be entitled to have the Performance Deposit released to it and Escrow Holder is hereby directed to remit the Performance Deposit to Seller without further instruction from Buyer or Seller, and, at Escrow Holder's request, Buyer shall promptly sign and deliver to Sellers a statement which confirms Escrow Holder such written instructions as Escrow Holder may request confirming that the Closing has occurred Performance Deposit may be released to Seller. Buyer acknowledges and which instructs agrees that there shall not be any interest earned on the Escrow Agent Performance Deposit after its release to transfer Seller. Concurrently with the Close of Escrow, the Deposit (including the Performance Deposit) shall be credited to Sellers the funds representing the Estimated Purchase Price. Buyer agrees that in consideration of Seller's entering into the Purchase Agreement with Buyer and providing Buyer the opportunity to purchase the Property in accordance with the terms and conditions set forth herein, plus an amount representing the interest Performance Deposit shall be deemed earned after in full by Seller as of the Closing Date until execution and delivery of this Agreement and, notwithstanding anything stated to the date the funds are transferredcontrary in this Agreement, to an account that Sellers shall designate at least two (2) business days if this Agreement is terminated by Buyer prior to the date the funds are required to be transferred hereunder and (ii) each party shall sign and deliver to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to the other party expiration of the instruments and Due Diligence Period for any reason other documents previously delivered in escrow than Seller's breach of its obligations hereunder or the occurrence of damage or destruction to such legal counsel by such party. The Escrow Agent shall refund any portion of the balance Property or condemnation to Buyer. If any portion of the Closing does not occur on the appointed Closing DateProperty that permits Buyer to terminate this Agreement pursuant to SECTION 5.4 herein, the funds Performance Deposit shall be remitted to Seller and the Transaction Deposit shall be returned to Buyer, together . Buyer acknowledges and agrees that Seller would not have entered into this Agreement with all interest earned thereon, Buyer and all escrowed instruments provided Buyer the opportunity to acquire the Property in accordance with the terms and documents shall be returned conditions of this Agreement but for Buyer's agreement to treat the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by BuyerPerformance Deposit in the manner provided in this SECTION 3.2.1.

Payment of Purchase Price. At each Closing the Buyer will shall pay ------------------------- to Sellers an amount equal to or at the Estimated Purchase Price by wire transferring such amount, in lawful money direction of each of the United States of America in immediately available fundsRequired Sellers or the Remaining Sellers, to such account(sas the case may be, (i) as Sellers shall have designated by notice to Buyer. If for the Closing Date is not Acquired Assets other than Nuclear Fuel, Unit 2 and the NAEC Real Property, a business day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Date, Buyer shall deliver the Estimated Purchase Price to Buyer's lead bank (the "Escrow Agent") payment in immediately available funds in U.S. dollars, and each party shall deliver in escrow equal to the other party's designated outside legal counsel Proportionate Ownership of the instruments and other documents to be delivered by such party at the Closing. Upon receipt, the Escrow Agent shall invest the Estimated Facility Purchase Price for such Sellers participating in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction of such Closing (the conditions therefor, (i) Buyer shall sign and deliver to Sellers a statement which confirms that the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated "Relevant Facility Purchase Price") allocated among the Required Sellers or the Remaining Sellers, plus an amount representing as the interest earned after the Closing Date until the date the funds are transferredcase may be, to an account that Sellers shall designate at least two (2) business days prior to the date the funds are required to be transferred hereunder and as set forth in Schedule 2.5(b)(i), (ii) each party shall sign and deliver for the Nuclear Fuel, a payment in immediately ------------------ available funds equal to the other party's designated outside legal counsel Proportionate Ownership of the Fuel Purchase Price for such Sellers participating in such Closing (the "Relevant Fuel Purchase Price") allocated among the Required Sellers or the Remaining Sellers, as the case may be, as set forth in Schedule 2.5(b)(ii), and (iii) for Unit 2, a statement which confirms that Closing has occurred and which authorizes the release ------------------- xxxxent in immediately available funds equal to the other party Proportionate Ownership of the instruments and other documents previously delivered Unit 2 Purchase Price for such Sellers participating in escrow to such legal counsel by such partyClosing (the "Relevant Unit 2 Purchase Price") allocated among the Required Sellxxx xx xxx Xxxxxxxxx Xellers, as the case may be, as set forth in Schedule 2.5(b)(iii). The Escrow Agent shall refund the balance to Buyer. If At -------------------- the Closing does not occur on at which NAEC transfers its Ownership Share to the appointed Closing DateBuyer, the Buyer shall pay to NAEC for the NAEC Real Property, a payment in immediately available funds shall be returned to Buyer, together with all interest earned thereon, and all escrowed instruments and documents shall be returned equal to the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by BuyerNAEC Real Property Purchase Price.

Payment of Purchase Price. Buyer will Upon the date of such purchase and sale, the relevant Indenture Secured Parties shall (i) pay to Sellers the ABL Lender as the purchase price therefor the full amount of all the ABL Obligations (other than the Excess ABL Obligations) then outstanding and unpaid (including principal, interest, fees (including facility fees, but excluding fees that become due solely as a result of the prepayment of the ABL Obligations or the early termination of the ABL Credit Agreement), and expenses (including, without limitation, reasonable attorneys’ fees and legal expenses)), (ii) furnish cash collateral in an amount equal to 105% of the Estimated Purchase Price face amount of the issued and outstanding letters of credit secured by wire transferring such amountthe ABL Documents, (iii) agree to reimburse the ABL Lender and letter of credit issuing banks for any loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) in connection with any commissions, fees, costs or expenses related to any issued and outstanding letters of credit as described above and any checks or other payments provisionally credited to the ABL Obligations, and/or as to which the ABL Lender has not yet received final payment, (iv) agree to reimburse the ABL Lender and letter of credit issuing banks, in lawful money respect of indemnification obligations of the United States Loan Parties under the ABL Documents as to matters or circumstances known to the ABL Lender at the time of America the purchase and sale which would reasonably be expected to result in immediately available fundsany loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) to such account(s) the ABL Lender or letter of credit issuing banks, as Sellers shall have designated by notice to Buyer. If the Closing Date is not a business day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Date, Buyer shall deliver the Estimated Purchase Price to Buyer's lead bank (the "Escrow Agent") in immediately available funds in U.S. dollarsapplicable, and each (v) agree to indemnify and hold harmless the ABL Lender and letter of credit issuing banks, from and against any loss, liability, claim, damage or expense (including reasonable fees and expenses of legal counsel) arising out of any claim asserted by a third party shall deliver in escrow to the other party's designated outside legal counsel the instruments and other documents to be delivered by such party at the Closing. Upon receipt, the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction respect of the conditions therefor, (i) Buyer shall sign and deliver to Sellers ABL Obligations as a statement which confirms that direct result of any acts by the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least two (2) business days ABL Lender occurring prior to the date the funds are required to be transferred hereunder and (ii) each party shall sign and deliver of such purchase to the other party's designated outside legal counsel a statement which confirms that Closing has occurred extent such acts comply with the applicable standard of care (if any) set forth for such actions in the ABL Credit Agreement. Such purchase price and which authorizes the release to the other party of the instruments and other documents previously delivered cash collateral shall be remitted by wire transfer in escrow federal funds to such legal counsel by bank account as the ABL Lender may designate in writing for such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur on the appointed Closing Date, the funds shall be returned to Buyer, together with all interest earned thereon, and all escrowed instruments and documents shall be returned to the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by Buyerpurpose.

Payment of Purchase Price. Buyer (i) At the Closing, the Purchaser will pay the Initial Purchase Price to Sellers the Company. (ii) The aggregate consideration for the Shares and the Warrants will be (A) an amount equal to the Estimated Company's Enterprise Value Per Common Share on the Closing Date times 409,091 (the "Cash Purchase Price Price"), plus (B) the warrants granted under the Sachs Warrant Agreement (which warrants are being distributed by wire transferring such amount, in lawful money the Company solely to Westrec Financial and are being sold by Westrec Financial to Michael M. Sachs). Xx xxxx xx xxxxxxxxxxx after the delivery by the Company to the Purchaser of the United States of America in immediately available fundsCompany's 1997 Annual Financial Statements, to such account(s) as Sellers shall have designated by notice to Buyerthe Company and the Purchaser will calculate the Cash Purchase Price. If the Closing Date is not a business day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Date, Buyer shall deliver the Estimated Cash Purchase Price exceeds the Initial Purchase Price, the Purchaser will pay the excess to Buyer's lead bank the Company. If the Cash Purchase Price is less than the Initial Purchase Price, the Company will refund the difference to the Purchaser. Any payment due under this paragraph (the a "Escrow AgentPurchase Price Adjustment") must be made as promptly as possible after the determination of the Cash Purchase Price, in immediately available funds in U.S. dollars, and each party shall deliver in escrow to the other party's designated outside legal counsel manner prescribed for the instruments and other documents to be delivered by such party at payment of the Closing. Upon receipt, the Escrow Agent shall invest the Estimated Initial Purchase Price in Section 2.3(a)(1) hereof. (iii) The Company and the Purchaser hereby agree to allocate the purchase price with respect to the Shares and the Warrants, based on their fair market value, as follows: 100% to the Shares; 0% to the Warrants. Contemporaneously with the payment of any Purchase Price Adjustment, the Company and the Purchaser will agree upon an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction allocation of the conditions thereforpurchase price between the Shares and the Warrants, (i) Buyer shall sign and deliver to Sellers a statement which confirms based on each Security's fair market value, except that the Closing has occurred and which instructs failure to agree upon the Escrow Agent allocation will not relieve any party from its obligation hereunder to transfer to Sellers the funds representing the Estimated pay a Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least two (2) business days prior to the date the funds are required to be transferred hereunder and (ii) each party shall sign and deliver to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to the other party of the instruments and other documents previously delivered in escrow to such legal counsel by such partyPrice Adjustment. The Escrow Agent shall refund Company and the balance to Buyer. If Purchaser hereby agree that all Tax Returns filed by the Closing does not occur on Company and the appointed Closing Date, Purchaser will be consistent in all material respects with the funds shall be returned to Buyer, together with all interest earned thereon, and all escrowed instruments and documents shall be returned to the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by Buyerallocation determined as set forth in this Paragraph 2.2(c)(iii).

Payment of Purchase Price. At the Closing, Buyer will pay the Base Price by wire transfer of immediately available funds to Sellers at Closing in accordance with the relative ownership percentages of the Sellers set forth on SCHEDULE 4.3(b), subject to the following adjustments: (a) the Buyer and the Sellers will direct the Escrow Agent to hold from the Deposit, and the amount payable to Sellers at Closing shall be reduced by, an amount equal to Five Million Dollars ($5,000,000) (the Estimated Purchase Price "INDEMNIFICATION ESCROW PAYMENT"), which Indemnification Escrow Payment shall be held, invested and disbursed by wire transferring such amount, in lawful money the Escrow Agent pursuant to the terms of the United States Indemnification Escrow Agreement substantially in the form of America in immediately available fundsEXHIBIT D attached hereto (the "INDEMNIFICATION ESCROW AGREEMENT"); and (b) at Closing, to such account(s) the Sellers will provide Buyer with an estimate of the Adjusted Net Working Capital as Sellers shall have designated by notice to Buyer. If of the Closing Date is not a business day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Date, Buyer shall deliver the Estimated Purchase Price to Buyer's lead bank (the "Escrow AgentWORKING CAPITAL ESTIMATE") in immediately available funds in U.S. dollars). To the extent that the same is less than zero, and each party shall deliver in escrow the amount paid to Sellers at Closing will be reduced; to the other party's designated outside legal counsel extent the instruments and other documents same is more than zero, the amount paid to Sellers at Closing will be delivered increased. As provided in the Indemnification Escrow Agreement, amounts held by such party at the Closing. Upon receipt, the Escrow Agent pursuant thereto will be paid to the Sellers to the extent not required to satisfy amounts paid in connection with indemnification claims. Payments to Sellers pursuant to the Indemnification Escrow Agreement shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction be treated as a payment of a deferred portion of the conditions therefor, (i) Buyer shall sign and deliver to Sellers a statement which confirms that the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least two (2) business days prior to the date the funds are required to be transferred hereunder and (ii) each party shall sign and deliver to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to the other party of the instruments and other documents previously delivered in escrow to such legal counsel by such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur on the appointed Closing Date, the funds shall be returned to Buyer, together with all interest earned thereon, and all escrowed instruments and documents shall be returned to the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by Buyer.

Payment of Purchase Price. Buyer will pay to Sellers an amount equal The Purchase Price shall be payable as follows: 3.2.1 Within one (1) business day after the Effective Date of this Agreement, and as a condition precedent to the Estimated Purchase Price by wire transferring such amount, in lawful money of the United States of America in immediately available funds, to such account(s) as Sellers shall have designated by notice to Buyer. If the Closing Date is not a business day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Dateeffectiveness hereof, Buyer shall deliver deposit in escrow with Escrow Holder (as defined in SECTION 9.1 hereof), in cash or current funds, the Estimated Purchase Price to Buyer's lead bank sum of (a) Seven Hundred Fifty Thousand Dollars ($750,000) (the "TRANSACTION DEPOSIT"), plus (b) Two Hundred Fifty Thousand Dollars ($250,000) (the "PERFORMANCE DEPOSIT"); the Transaction Deposit and the Performance Deposit are sometimes hereinafter collectively referred to as the "DEPOSIT." Immediately upon Escrow AgentHolder's receipt of the Deposit (the ") in immediately available funds in U.S. dollarsOPENING OF ESCROW"), and each party shall deliver in escrow to the other party's designated outside legal counsel the instruments and other documents to be delivered by such party at the Closing. Upon receipt, the Escrow Agent Holder shall invest the Estimated Purchase Price same in an a federally insured interest-bearing account mutually agreed upon by Sellers acceptable to Seller and Buyer, with all interest accruing thereon credited to the Purchase Price. At ClosingFor purposes of this Agreement, upon satisfaction any interest accruing on the Deposit from time to time shall be deemed part of the conditions thereforDeposit. Upon expiration of the Due Diligence Period, (i) if Buyer has not previously terminated this Agreement by its terms, then Seller shall be entitled to have the Performance Deposit released to it and Escrow Holder is hereby directed to remit the Performance Deposit to Seller without further instruction from Buyer or Seller, and, at Escrow Holder's request, Buyer shall promptly sign and deliver to Sellers a statement which confirms Escrow Holder such written instructions as Escrow Holder may request confirming that the Closing has occurred Performance Deposit may be released to Seller. Buyer acknowledges and which instructs agrees that there shall not be any interest earned on the Escrow Agent Performance Deposit after its release to transfer Seller. Concurrently with the Close of Escrow, the Deposit (including the Performance Deposit) shall be credited to Sellers the funds representing the Estimated Purchase Price. Buyer agrees that in consideration of Seller's entering into the Purchase Agreement with Buyer and providing Buyer the opportunity to purchase the Property in accordance with the terms and conditions set forth herein, plus an amount representing the interest Performance Deposit shall be deemed earned after in full by Seller as of the Closing Date until execution and delivery of this Agreement and, notwithstanding anything stated to the date the funds are transferredcontrary in this Agreement, to an account that Sellers shall designate at least two (2) business days if this Agreement is terminated by Buyer prior to the date the funds are required to be transferred hereunder and (ii) each party shall sign and deliver to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to the other party expiration of the instruments and Due Diligence Period for any reason other documents previously delivered in escrow than Seller's breach of its obligations hereunder or the occurrence of damage or destruction to such legal counsel by such party. The Escrow Agent shall refund any portion of the balance Property or condemnation to Buyer. If any portion of the Closing does not occur on the appointed Closing DateProperty that permits Buyer to terminate this Agreement pursuant to SECTION 5.4 herein, the funds Performance Deposit shall be remitted to Seller and the Transaction Deposit shall be returned to Buyer, together . Buyer acknowledges and agrees that Seller would not have entered into this Agreement with all interest earned thereon, Buyer and all escrowed instruments provided Buyer the opportunity to acquire the Property in accordance with the terms and documents shall be returned conditions of this Agreement but for Buyer's agreement to treat the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by BuyerPerformance Deposit in the manner provided in this SECTION 3.2.1.

Payment of Purchase Price. Buyer will pay (a) Upon the fulfillment of the conditions set forth in Article III, the Purchase Price for Receivables and the Receivables Property shall be paid or provided for by the Company in the manner provided below on each day for which a Required Report is delivered pursuant to Sellers Section 4.1 of the Servicing Agreement (each such day, a "Payment Date") in respect of a Reported Period (which Required Report shall specify the Principal Amount of Receivables being sold on such Payment Date, the aggregate Purchase Price for such Receivables and the components of payment as provided in paragraph (b) below). USFS hereby appoints the Servicer as its agent to receive payments of the Purchase Price of the Receivables and the Receivables Property sold to the Company and hereby authorizes the Company to make all such payments due to USFS directly to an account of, or as otherwise directed by, the Servicer. The Servicer hereby accepts and agrees to such appointment. All payments under this Agreement shall be made not later than 11:00 a.m. (Chicago time) on the date specified therefor in Dollars in same day funds or by check, as the Servicer shall elect, and to the bank account designated in writing by the Servicer to the Company. (b) The Purchase Price for Receivables and Receivables Property shall be paid by the Company on each Payment Date as follows: (i) by netting the amount of any Seller Adjustment Payments or Seller Repurchase Payments pursuant to Section 2.5 or 2.6, respectively, against such Purchase Price; (ii) to the extent available for such purpose, in cash from the net proceeds of transfers of interests in Purchased Receivables by the Company to other Persons including, without limitation, the Trustee pursuant to the Pooling Agreement; (iii) at the option of the Company, by means of an addition to the principal amount of the Subordinated Note in an aggregate amount equal to the Estimated remaining portion of the Purchase Price; provided, however, that with respect to any Seller, the outstanding principal amount of such Seller's interest in the Subordinated Note shall not at any time exceed 25% of the Outstanding Sale Price Amount with respect to such Seller (giving effect to such addition); provided further that the Company may pay the Purchase Price by wire transferring means of additions to the principal amount of the Subordinated Note only if, at the time of such amountpayment and after giving effect thereto, the fair market value of the Company's assets, including, without limitation, any beneficial interests held by the Company in the Trust and the Trust Assets is greater than the amount of its liabilities including, without limitation, its liabilities on the Subordinated Note and any amount due and payable by the Company under the Pooling Agreement and the other Transaction Documents. Any such addition to the principal amount of the USFS Subordinated Note shall be allocated among the Sellers (PRO RATA according to the Principal Amount of Receivables sold by each Seller) by the Servicer in accordance with the provisions of this Section 2.3(b)(iii) and Section 8.1. The Servicer may evidence such additional principal amounts by recording the date and amount thereof on the grid attached to such Subordinated Note, provided that the failure to make any such recordation or any error in such grid shall not adversely affect USFS's rights; and (iv) in cash from the proceeds of capital contributed by USFS to the Company, if any, in lawful money respect of its equity interest in the Company. (c) The Servicer shall be responsible, in its sole discretion but in accordance with the preceding Section 2.3(b), for allocating among the Sellers the payment of the United States of America in immediately available funds, to such account(s) as Sellers shall have designated by notice to Buyer. If the Closing Date is not a business day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Date, Buyer shall deliver the Estimated Purchase Price for Receivables and any amounts netted therefrom pursuant to Buyer's lead bank (the "Escrow Agent") in immediately available funds in U.S. dollarsSection 2.3(b)(i), and each party which allocation shall deliver in escrow be, subject to the other partyfirst proviso contained in Section 2.3(b)(iii), either in the form of cash received from the Company or as an addition to the principal amount of a Seller's designated outside legal counsel interest in the instruments and other documents Subordinated Note. (d) Whenever any payment to be delivered by made under this Agreement shall be stated to be due on a day other than a Business Day, such party payment shall be made on the next succeeding Business Day. Amounts not paid when due in accordance with the terms of this Agreement shall bear interest at the Closing. Upon receipt, the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction of the conditions therefor, (i) Buyer shall sign and deliver to Sellers a statement which confirms that the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate rate equal at least two (2) business days prior all times to the date the funds are required to be transferred hereunder and (ii) each party shall sign and deliver to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to the other party of the instruments and other documents previously delivered in escrow to such legal counsel by such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur ABR PLUS 2%, payable on the appointed Closing Date, the funds shall be returned to Buyer, together with all interest earned thereon, and all escrowed instruments and documents shall be returned to the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by Buyerdemand.

Payment of Purchase Price. Buyer will pay to Sellers an amount equal The purchase price shall be considered paid to the Estimated Purchase Price by wire transferring such amountSELLER upon completion of each and all the actions, and in lawful money the order and or simultaneously, as follows; A. PURCHASER shall retain a licensed United States Security and Exchange Attorney, and complete any processes filings, including the payment of all fees and cost necessary, to bring the New Company completely through the process of the United States security industry's standard listing requirements, assigning of America in immediately available fundsa symbol and receive such authority customary to be a publicly traded stock listed on and traded through a publicly regulated exchange. B. PURCHASER shall retain a licensed Certified Public Accountant, and complete any processes, filings, including the payment of all fees and cost necessary, to bring the New Company completely through the process of the security industry's standard listing requirements, assigning of a symbol and receive such account(s) as Sellers authority customary to be a publicly traded stock listed on and traded through a publicly regulated exchange. C. PURCHASER shall have designated by notice to Buyer. If the Closing Date is not retain a business day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Date, Buyer shall deliver the Estimated Purchase Price to Buyer's lead bank (the "Escrow Agent") in immediately available funds in U.S. dollarsTransfer Agent / Underwriter, and each party complete any processes, filings, including the payment of all fees and cost necessary, to bring the New Company completely through the process of the security industry's standard listing requirements, assigning of a symbol and receive such authority customary to be a publicly traded stock listed on and traded through a publicly regulated exchange. D. PURCHASER shall deliver complete the issue of and transfer of the New Company's publicly traded stock as described in escrow 1.2 B, to the other party's designated outside legal counsel SELLER'S shareholders of record as of date commensurate with the instruments execution of this agreement and other documents in accordance with the establishment of a record date as established and provided by the SELLER'S Board of Directors. E. PURCHASER shall provide to be delivered by the SELLER such party at the Closing. Upon receipt, the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction of the conditions therefor, (i) Buyer shall sign and deliver to Sellers a statement which confirms documentation necessary that the Closing PURCHASER has occurred assumed the liabilities of UFI per Exhibit G, --------- and which instructs relieved said liabilities and will indemnify, defend and hold harmless the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least two (2) business days prior to the date the funds are required to be transferred hereunder and (ii) each party shall sign and deliver to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to the other party SELLER in any action arising out of the instruments and other documents previously delivered in escrow to such legal counsel by such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur on the appointed Closing Date, the funds shall be returned to Buyerliabilities, together with all interest earned thereonthe appointment described in 1.1, D above. _________In. _________In. _________In. 4 of 12 viva/ch24092004-3 F. CLOSING SHALL BE ON OR BEFORE, ninety (90) calendar days from the date ----------- of this AGREEMENT unless extended by mutual agreement in writing. This AGREEMENT shall remain and all escrowed instruments will be considered executory until A, B, C, D and documents shall be returned to the party who delivered them. The fees and expenses E of Escrow Agent shall be paid one-half by Sellers and one-half by Buyerthis section have been satisfied, irrespective of any other clause herein.

Payment of Purchase Price. Buyer For and in full consideration of this Agreement and the transactions contemplated herein, Purchaser will pay to Sellers an Seller the Purchase Price, payable as follows: (i) the amount equal to of $3,000,000 in cash (the Estimated Purchase Price by wire transferring such amount"CASH PURCHASE PRICE"), in lawful money of payable as follows: (X) $1,000,000 (the United States of America in immediately available funds"CLOSING CASH PAYMENT") at the Closing, to such account(s(Y) as Sellers shall have designated by notice to Buyer. If $1,000,000 (the "FIRST CASH PAYMENT") on the day thirty (30) days after the Closing Date is (such date, or if not a business Business Day, the next succeeding Business Day, being the "FIRST PAYMENT DATE") and (Z) $1,000,000 (the "SECOND CASH PAYMENT", and together with the First Cash Payment, the "ADDITIONAL CASH Payments") on the day on which financial institutions are open and operatingthirty (30) days after the First Payment Date (such date, then on or before if not a Business Day, the last business day on which financial institutions are open and operating before next succeeding Business Day, being the "SECOND PAYMENT DATE"), in each case by wire transfer of immediately available funds to the bank account set forth in a notice given by Seller to Purchaser no later than three (3) Business Days prior to the Closing Date, Buyer shall deliver the Estimated Purchase Price First Payment Date or the Second Payment Date, as applicable; and (ii) the aggregate principal amount of $9,240,000, subject to Buyer's lead bank reduction as provided below, by delivering to Seller a promissory note substantially in the form of Exhibit 2.2 (the "Escrow AgentNOTE") in immediately available funds in U.S. dollars, and each party shall deliver in escrow to the other party's designated outside legal counsel the instruments and other documents to be delivered by such party at the Closing. Upon receiptThe obligation of Purchaser to pay to Seller the Additional Cash Payments shall be subordinated to the Loans (as such term is defined in that certain Consent Agreement dated January ___, 2000 (the "CONSENT AGREEMENT") by and among Marketing Specialists Corporation, Marketing Specialists Sales Company, the Escrow Lenders under the Credit Agreement described therein and First Union National Bank, as Agent for the Lenders) and shall invest have the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyersame priority as the Note. At Closing, upon satisfaction The principal amount of the conditions therefor, (i) Buyer Note shall sign and deliver to Sellers a statement which confirms that the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus be reduced by an amount representing not to exceed $1,100,000 if at any time prior to the interest earned 180th day after the Closing Date there is any reduction in markets, territories or customers serviced or a decrease in services performed by Purchaser pursuant to request by Church and Dwigxx xx Oregon, Washington, Montana or Alaska or by Continental Millx xx Oregon. In any such case, for each market, territory or customer that is no longer serviced or particular service which is no longer performed, the principal amount of the Note shall be reduced by the amount of commissions recorded by Seller in the Reviewed Financial Statements for the year ended December 31, 1999 relating to such principal in the relevant market or territory or with respect to such customer. Such reduction will be made starting with the last monthly installment and to each monthly installment preceding it until the date the funds are transferredsuch reduction has been satisfied. For example, to an account that Sellers shall designate at least two (2) business days if during 1999 Seller earned $100,000 in commissions from Church and Dwigxx xx Washington and Church and Dwigxx xxxminates Purchaser as its broker in Washington prior to the date 180th day after the funds are required to be transferred hereunder and (ii) each party shall sign and deliver to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to the other party of the instruments and other documents previously delivered in escrow to such legal counsel by such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur on the appointed Closing Date, then the funds shall aggregate principal amount of the Note will be returned to Buyer, together with all interest earned thereon, reduced by $100,000 thereby eliminating the last $100,000 of principal payments. Section 3.1 of the Agreement is hereby amended and all escrowed instruments and documents shall be returned to the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by Buyer.restated in its entirety as follows:

Payment of Purchase Price. Buyer will pay At the Closing: (i) the funds necessary to Sellers an amount equal repay all Funded Indebtedness owed with respect to the Estimated Purchase Price Credit Agreements shall be paid by the Buyer or its designee by wire transferring such amount, in lawful money transfer of the United States of America in immediately available fundsfunds to the lender parties to the Credit Agreements, (ii) the funds necessary to pay the Professional Fees and the Sellers’ Representative Fee shall be paid by the Buyer or its designee by wire transfer of immediately available funds to the professional advisors to whom such account(sProfessional Fees or the Sellers’ Representative Fee are payable, (iii) as Sellers shall have designated by notice to Buyer. If the Closing Date is not a business day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Date, Buyer shall deliver the Estimated Purchase Price to Buyer's lead bank Mellon Bank, N.A., a national banking association (the "“Escrow Agent"“), a wire transfer in the amount of $6,513,000 (which amount, plus interest earned thereon, is defined as the “Escrow Amount“) in immediately available funds in U.S. dollarsto an account designated by the Escrow Agent, and each party shall deliver in escrow (iv) an aggregate amount equal to the other party's designated outside legal counsel the instruments and other documents to be delivered by such party at the Closing. Upon receipt, the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction of the conditions therefor, (i) Buyer shall sign and deliver to Sellers a statement which confirms that the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Adjusted Purchase Price, plus an amount representing less the interest earned after the Closing Date until the date the funds are transferredEscrow Amount, to an account that Sellers shall designate at least two (2) business days prior to the date the funds are required to be transferred hereunder and (ii) each party shall sign and deliver to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to the other party of the instruments and other documents previously delivered in escrow to such legal counsel by such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur on the appointed Closing Date, the funds shall be returned to Buyer, together with all interest earned thereon, and all escrowed instruments and documents shall be returned to the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Buyer to (X) the Sellers by wire transfers of immediately available funds to accounts designated by the Sellers at the Per Share Price for each Share held by the Sellers as set forth on Section 1.2(b) of the Disclosure Schedule, and (Y) to the Optionholders by wire transfer to the Company for further distribution to the Optionholders after applicable tax deductions and withholding, at the Per Share Price Per Option for each Option held by the Optionholders as set forth on Section 1.2(b) of the Disclosure Schedule. The Sellers and one-half the Optionholders shall also be entitled to receive after Closing the Per Share Working Capital Excess, if any, and the Per Share Indemnity Escrow Consideration, if any, for every Share held by Buyersuch Seller and Optionholder.

Payment of Purchase Price. Buyer will The Purchase Price shall be paid by Purchaser as follows: (a) Within three (3) business days of the full execution of this Agreement, the Exxxxxx Money (as set forth in Schedule 2) shall be delivered to NexVantage Title Services, Attn: Jxxx Xxxxxxx, 2000 XxXxxxxx Xxx, Suite 1100, Dallas, Texas 75201; Jxxx.Xxxxxxx@XxxXxxxxxxXxxxx.xxx; (000) 000-0000 (Office) (the “Escrow Agent”) to be held in escrow by the Escrow Agent. If Purchaser does not timely deliver the Exxxxxx Money, or if the Escrow Agent is not immediately able to obtain good funds in respect of the Exxxxxx Money, Seller may, at its option, terminate this Agreement. The Exxxxxx Money shall be allocated among each Housing Community based on a prorata share that the Allocated Purchase Price for such Housing Community bears to the Purchase Price for all Housing Communities. (b) All Exxxxxx Money shall be delivered to the Escrow Agent by federally wired “immediately available” funds. (c) The Exxxxxx Money shall be non-refundable unless this Agreement has been terminated by Purchaser pursuant to a provision in this Agreement which expressly entitles Purchaser to a return of the Exxxxxx Money. (d) On the Closing Date (as hereinafter defined), the balance of the Purchase Price (plus or minus any prorations, to the extent applicable) by federally wired “immediately available” funds delivered to the Escrow Agent’s account no later than 12:00 Noon Central Time on the Closing Date. If the funds are not received by the Escrow Agent by 12:00 Noon Central Time but are received on the Closing Date, then on the Closing Date, Purchaser shall pay to Sellers Seller an amount equal to any increased financing costs actually incurred by Seller, which may include additional per diem interest, increases in the Estimated Purchase Price by wire transferring such amount, amount of any prepayment penalties or payment of interest for the full month in lawful money of the United States of America in immediately available funds, to such account(swhich Closing occurs. (e) as Sellers shall have designated by notice to Buyer. If the Closing Date is not a business day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Date, Buyer shall deliver the Estimated Purchase Price to Buyer's lead bank (the "Escrow Agent") in immediately available funds in U.S. dollars, and each party shall deliver in escrow to the other party's designated outside legal counsel the instruments and other documents to be delivered by such party at the Closing. Upon receipt, the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction pay a portion of the conditions therefor, Deposit in the amount of One Hundred and No/100 Dollars (i$100.00) Buyer shall sign and deliver (the “Independent Consideration”) to Sellers a statement which confirms that Seller upon the earlier to occur of the Closing has occurred or the termination of this Agreement for any reason. The Independent Consideration constitutes bargained-for consideration for this Agreement and which instructs Purchaser’s rights under Section 17 and is expressly acknowledged to be adequate. The obligation of Purchaser to pay the Independent Consideration to Escrow Agent, and the obligation of Escrow Agent to transfer pay the same to Sellers Seller, are unconditional and shall survive any termination of this Agreement. (f) Seller and Purchaser agree to allocate the funds representing Purchase Price between the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least two (2) business days prior to the date the funds are required to be transferred hereunder and (ii) each party shall sign and deliver to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to the other party of the instruments and other documents previously delivered Property as set forth in escrow to such legal counsel by such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur on the appointed Closing Date, the funds shall be returned to Buyer, together with all interest earned thereon, and all escrowed instruments and documents shall be returned to the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by BuyerSchedule 1(a).

Payment of Purchase Price. Buyer On the Closing Date, Purchaser shall pay the Purchase Price to Seller as follows: (a) The Escrow Deposit shall continue to be held by the Escrow Agent pursuant to the Escrow Agreement. Purchaser shall also deposit with the Escrow Agent Twenty-Three Thousand One Hundred Eighty Dollars ($23,180) to be held by the Escrow Agent pursuant to the Escrow Agreement (the "Additional Deposit"). (b) An aggregate amount not to exceed One Million One Hundred Sixty-Three Thousand Seven Hundred Twenty-Two Dollars ($1,163,722), subject to adjustment as provided for in Section 4.4 herein, by certified or cashier's check, or by wire transfer of immediately available funds to an account or accounts designated in writing by Seller (together with the Escrow Deposit and the Additional Deposit, the "Closing Payment"). Seller shall notify Purchaser no later than thirty (30) days prior to the Closing Date of the actual amount of the Closing Payment. (c) The balance of the Purchase Price by the delivery of a Promissory Note substantially in the form attached hereto as Schedule 4.3(c) (the "Note"). The Note will pay be secured by an irrevocable standby letter of credit substantially in the form attached hereto as Schedule 4.3(d) (the "Letter of Credit"). The Letter of Credit shall be issued by a financial institution with offices in, and with authority to Sellers transact business in, the United States and which has capital surplus and undivided profits aggregating at least $500 million. The Letter of Credit, by its terms, shall not expire or be released until all amounts due Seller under the Note have been paid. Purchaser shall have the right to replace the Letter of Credit with a Letter of Credit issued by a financial institution meeting the requirements set forth above (the "Substitute Letter of Credit"); provided that the Substitute Letter of Credit shall be in an amount equal to the Estimated Purchase Price by wire transferring such amount, in lawful money principal amount of the United States of America in immediately available funds, to such account(s) as Sellers shall have designated by notice to Buyer. If the Closing Date is not a business day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Date, Buyer shall deliver the Estimated Purchase Price to Buyer's lead bank (the "Escrow Agent") in immediately available funds in U.S. dollars, and each party shall deliver in escrow to the other party's designated outside legal counsel the instruments and other documents to be delivered by such party Note at the Closing. Upon receipt, the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers time of such substitution; and Buyer. At Closing, upon satisfaction of the conditions therefor, (i) Buyer shall sign and deliver to Sellers a statement which confirms provided further that the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least two (2) business days written consent of Seller is required prior to the date the funds are required to issuance of a Substitute Letter of Credit, which consent shall not be transferred hereunder and (ii) each party shall sign and deliver to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to the other party of the instruments and other documents previously delivered in escrow to such legal counsel by such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur on the appointed Closing Date, the funds shall be returned to Buyer, together with all interest earned thereon, and all escrowed instruments and documents shall be returned to the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by Buyerunreasonably withheld.

Payment of Purchase Price. (a) Buyer will shall pay to Sellers an amount equal all outstanding Purchase Price invoices on a monthly basis in accordance with the terms of this Section 2.4. (b) Not less than ten (10) Business Days prior to the Estimated Invoice Due Date for all invoices to be paid by Buyer for the applicable calendar month, Seller shall deliver to Buyer: (i) A draft Payment Notice, setting forth the anticipated aggregate Purchase Price for all Tranches and/or Facilities to be paid in such month; and (ii) Supporting documentation (i.e., Seller’s Deposit Milestone Certificates, bills of lading and Seller’s Certificates of Installation) evidencing the achievement of all applicable Milestones achieved by wire transferring the applicable Tranches and/or Facilities prior to the date of such amountdraft Payment Notice. (c) Not less than three (3) Business Days prior to the applicable Invoice Due Date for all invoices to be paid by Buyer for such calendar month, Seller shall deliver to Buyer: (i) an executed Payment Notice, setting forth the actual aggregate Purchase Price for all Tranches and/or Facilities to be paid by Buyer in lawful money such month, which amount shall in no event exceed the amount notified by Seller to Buyer in the applicable draft Payment Notice except to the extent of any adjustment to such amount resulting from Section 2.8; (ii) Supporting documentation (i.e., Seller’s Deposit Milestone Certificates, bills of lading and Seller’s Certificates of Installation) evidencing the achievement of all applicable Milestones achieved as of such date for all Milestones achieved by the applicable Tranches and/or Facilities between the date on which the draft Payment Notice was delivered and the date on which the executed Payment Notice was delivered. (d) Buyer shall, on the applicable Invoice Due Date indicated in the executed Payment Notice delivered by Seller pursuant to Section 2.4(c), make Purchase Price payments for each Tranche and/or Facility included in such Payment Notice for which Seller has delivered all applicable documentation evidencing the satisfaction of the United States of America applicable Milestone(s). (e) If Buyer defaults in immediately available fundsany payment when due for any Facility (other than with respect to amounts being disputed in good faith), to such account(sSeller may, on not less than five (5) as Sellers shall have designated by Business Days prior notice to Buyer. If the Closing Date is not a business day on which financial institutions are open , at its option and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Date, Buyer shall deliver the Estimated Purchase Price without prejudice to Buyer's lead bank (the "Escrow Agent") in immediately available funds in U.S. dollars, and each party shall deliver in escrow to the its other party's designated outside legal counsel the instruments and other documents to be delivered by such party at the Closing. Upon receipt, the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction of the conditions thereforremedies, (i) suspend performance of its obligations hereunder for such Facility, or defer delivery of such Facility to Buyer shall sign and deliver to Sellers a statement which confirms that the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least two (2) business days prior to the date the funds are required to be transferred hereunder and (ii) each party shall sign require that (until all such outstanding payment defaults have been cured) the payment of the portion of the Purchase Price for future Facilities required under Section 2.3(a)(ii) and deliver Section 2.3(a)(iii) above be made immediately prior to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to the other party Shipment of the instruments and applicable Bloom Systems, but Seller shall not be able to otherwise suspend performance of its obligations hereunder for other documents previously delivered in escrow to Facilities for which no such legal counsel by such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur on the appointed Closing Date, the funds shall be returned to Buyer, together with all interest earned thereon, and all escrowed instruments and documents shall be returned to the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by Buyerdefault exists.

Payment of Purchase Price. In full consideration for the performance of this Agreement by the Sellers and the transfer and delivery to the Buyer will of the Acquired Assets, the Buyer agrees, subject to the terms, conditions and limitations set forth in this Agreement, (i) to pay to each of the Sellers an amount equal (and to the Estimated Purchase Price extent required in subsection (a) below, to the Escrow Agent) at the Closing, by wire transferring such amount, in lawful money transfer of the United States of America in immediately available funds, the aggregate consideration of $41,000,000 (the "Cash Purchase Price"), and (ii) to assume the Assumed Liabilities (such account(s) as Sellers shall have designated by notice to Buyer. If assumption, together with the Closing Date is not a business day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Date, Buyer shall deliver the Estimated Cash Purchase Price to Buyer's lead bank shall constitute the "Purchase Price"). (a) Escrow and Post-Closing Adjustment of the Cash Purchase Price. At the Closing, $1,000,000 of the Cash Purchase Price (the "Escrowed Funds") shall be placed in escrow with an escrow agent (the "Escrow Agent") reasonably satisfactory to the Buyer and the Parent pursuant to an escrow agreement reasonably satisfactory to the Buyer and Parent. The Escrowed Funds shall be interest bearing and shall be disbursed in accordance with the terms set forth in Section 2.3(c) below. (b) The Sellers and Parent hereby agree that the consolidated Net Worth of the Business set forth on the Base Balance Sheet is $50,285,198 (the "Minimum Net Worth") and that such Minimum Net Worth shall be used to calculate the Minimum Net Worth test. (c) The determination of whether Sellers have satisfied the Minimum Net Worth test shall be determined as follows: (i) Each of the Sellers will take a wall to wall physical count of their respective Inventories. Such count shall begin no later than 20 days following the execution of this Agreement and shall be completed by not less than five days prior to the Closing Date. Such count shall apply methods consistent with the Sellers' past practice, (including utilizing inventory costing utilizing standards or actual costs as applicable, used in the preparation of the Base Balance Sheet) as reflected in the Financial Statements and shall be adjusted as necessary and as agreed upon by the Parties to bring it forward to the Closing Date. The Buyer and its representatives may observe the count. (ii) Within sixty (60) days following the Closing, the Buyer shall prepare and deliver to each of the Sellers and Parent a final and unaudited consolidated balance sheet of the Business as at the Closing Date (the "Draft Closing Balance Sheet"). The Buyer shall prepare the Draft Closing Balance Sheet utilizing the same accounting principles, inventory costing standards and bases utilized in the preparation of the Base Balance Sheet previously delivered to the Buyer by the Sellers, and incorporating the results of the physical inventory conducted by the Sellers pursuant to Section 2.3(c)(i) above brought forward to the Closing Date. Each of the Parent and the Sellers shall cooperate fully with the Buyer in the preparation of the Draft Closing Balance Sheet. (iii) The Sellers shall deliver to the Buyer within sixty (60) days following its receipt of the Draft Closing Balance Sheet, a detailed statement describing its objections (based upon the comparison of the Base Balance Sheet and the Draft Closing Balance Sheet), and setting forth in reasonable detail each amount objected to. Failure by the Sellers to so object to the Draft Closing Balance Sheet shall constitute acceptance thereof, whereupon the Draft Closing Balance Sheet shall be deemed to be the "Closing Balance Sheet." The Buyer and each of the Sellers shall use their reasonable and good faith efforts to resolve any such objections, but if they do not reach a final resolution within thirty (30) days following the Sellers' delivery of their statement of objections, the Buyer and the Sellers shall settle the disagreement by retaining KPMG LLP to resolve any remaining objections. The determination of such accounting firm with respect to the disputed amount will be set forth in writing and shall be issued within forty-five (45) days of the date such accounting firm is retained. The Draft Closing Balance Sheet then shall be adjusted in accordance with such accounting firm's decision. The Draft Closing Balance Sheet, as so adjusted, shall be the Closing Balance Sheet. Any decision by such accounting firm shall be final and binding upon the Parties, absent fraud or manifest error, and judgment may be entered thereon, upon the application of any Party, by any court having competent jurisdiction. The Buyer, on the one hand, and the Sellers, on the other hand, each shall bear the cost of preparing and presenting its case, and the fees and expenses of such accounting firm relating to this assignment will be shared equally by the Buyer and the Sellers. (iv) At all times during the process referred to in subsections (ii) and (iii) above, (A) the Buyer shall provide the Sellers, the Sellers' accountants, and KPMG LLP reasonable access during the Buyer's normal business hours to the books, records, facilities and employees of the Buyer, the Buyer's accountants and all work papers in connection with the Draft Closing Balance Sheet; provided, however, that any such access shall be allowed only in such manner as not to interfere unreasonably with the operation of the Buyer's business, and (B) the Sellers and the Parent shall, and shall cause the Sellers' and the Parent's independent accountants to, provide the Buyer, the Buyer's accountants and KPMG LLP, full access to the work papers in connection with the Base Balance Sheet, the Sellers' objections to the Draft Closing Balance Sheet and the books, records, employees of the Sellers. (v) The procedure for payments to be made with respect to the post-closing adjustment shall be as set forth below. Any amounts which are undisputed by the Parties after applying the analysis set forth in subsections (1), (2) and (3) below, shall be disbursed within one (1) business day of determination of such undisputed amount. Any disputed amounts shall be disbursed in accordance with subsection (4) below. To the extent the aggregate Net Worth of the Business as shown on the Closing Balance Sheet: (1) is more than $50,235,198.00 (the "Lower Threshold") and less than $50,335,198.00 (the "Upper Threshold"), the Escrowed Funds shall be delivered to Sellers. (2) equals or exceeds the Upper Threshold, the Escrowed Funds shall be delivered to Sellers and the Buyer shall pay to the Sellers an amount equal to the excess of the actual aggregate Net Worth as set forth on the Closing Balance Sheet over the amount of the Minimum Net Worth. (3) equals or is less than the Lower Threshold, then Buyer shall receive from the Escrowed Funds such amount as is necessary to make up the difference between the Minimum Net Worth and the actual aggregate Net Worth as set forth on the Closing Balance Sheet and Sellers shall receive any remaining amounts in the Escrow Fund; provided that to the extent that additional funds are required beyond the Escrowed Funds to make up such difference, Sellers and Parent shall pay to Buyer such deficiency. (4) All payments required by this subsection (v) shall be made by wire transfer in immediately available funds in U.S. dollars, and each party funds. Payments with respect to disputed amounts shall deliver in escrow to the other party's designated outside legal counsel the instruments and other documents to be delivered by such party at the Closing. Upon receipt, the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction made within two business days after resolution of the conditions therefor, (i) Buyer shall sign dispute and deliver to Sellers a statement which confirms that receipt of the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferredBalance Sheet, to an account designed by the Party to receive such funds. The Parties agree that Sellers instructions to Escrow Agent with respect to payments to be made from the Escrowed Funds shall designate at least two (2) business days prior be made by the Party to receive the Escrowed Funds, but that Escrowed Funds shall only be disbursed by Escrow Agent after the Party to receive the funds has certified to the date the funds are required to be transferred hereunder and Escrow Agent in writing (ii) each party shall sign and deliver with a copy to the other party's designated outside legal counsel Party) that the particular condition set forth in Section 2.3(c)(v) entitling such Party to all or a statement which confirms portion of the Escrowed Funds has been satisfied and such other Party has been provided with the right, within two business days after it receives its copy of such notice, to object to such disbursement by written notice to both the Escrow Agent and the other Party; provided, however, that Closing has occurred and which authorizes the failure to object shall provide the Escrow Agent with authority to release the funds to the other party Party requesting same. The parties shall agree to reasonable dispute resolution mechanisms in the escrow agreement. Sellers shall pay the fees of the instruments and other documents previously delivered in escrow to such legal counsel by such partyEscrow Agent. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur Any interest earned on the appointed Closing Date, the funds shall be returned to Buyer, together with all interest earned thereon, and all escrowed instruments and documents shall be returned to the party who delivered them. The fees and expenses of Escrow Agent Funds shall be paid one-half to the Parties in proportion to the amount of Escrow Funds paid to such Party. (5) For purposes of this Agreement, the "Final Purchase Price" shall be deemed equal to the Cash Purchase Price: (A) less amounts, if any, paid to Buyer pursuant to Section 2.3(c)(v)(3), or (B) plus amount, if any, paid to Sellers by Sellers and one-half by BuyerBuyer pursuant to Section 2.3(c)(v)(2).

Payment of Purchase Price. (a) The Purchase Price for any Collateral related to Schedule 1 acquired by the Buyer will pay to Sellers an amount equal from the Intermediate Seller (including the Closing Date Participations) on the Closing Date shall be paid by a combination of cash and the issuance of the Class C-2 Notes, the Class D Notes and a portion of the Subordinated Notes by the Buyer to the Estimated Intermediate Seller and by subsequent transfer of such cash from the Intermediate Seller to the Seller. With respect to any Purchase Date after the Closing Date, to the extent the value of the Collateral transferred by the Seller to the Intermediate Seller and from the Intermediate Seller to the Buyer exceeds the value of the cash and the Class C-2 Notes, the Class D Notes and a portion of the Subordinated Notes received by the Intermediate Seller or Seller (as applicable) for such assets, such excess shall be deemed to constitute a capital contribution from the Seller to the Intermediate Seller and from the Intermediate Seller to the Buyer. To the extent the value of the cash and the Class C-2 Notes, the Class D Notes and a portion of the Subordinated Notes received by the Intermediate Seller or Seller (as applicable) from the Buyer exceeds the value of the assets transferred by the Seller to the Intermediate Seller and by the Intermediate Seller to the Buyer, such excess shall be deemed to constitute a dividend from the Buyer to the Intermediate Seller and the Intermediate Seller to the Seller. The Purchase Price for any Collateral acquired by wire transferring the Buyer from the Intermediate Seller on any Purchase Date after the Closing Date pursuant to this Agreement shall be paid in a combination of (A) immediately available funds in cash and by subsequent transfer of such amount, cash from the Intermediate Seller to the Seller and (B) if the Buyer does not have sufficient funds in lawful money cash to pay the full amount of the United States Purchase Price, by means of America a capital contribution by the Seller to the Intermediate Seller and by a subsequent capital contribution by the Intermediate Seller to the Buyer. (b) The Purchase Price for any Collateral purchased by the Buyer to be settled directly with a subsidiary of the Seller on any Purchase Date after the Closing Date shall be paid in immediately available funds, to such account(s) as Sellers shall which may comprise, if the Buyer does not have designated by notice to Buyer. If the Closing Date is not a business day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Date, Buyer shall deliver the Estimated Purchase Price to Buyer's lead bank (the "Escrow Agent") in immediately available sufficient funds in U.S. dollars, and each party shall deliver in escrow cash to pay the other party's designated outside legal counsel the instruments and other documents to be delivered by such party at the Closing. Upon receipt, the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction full amount of the conditions therefor, (i) Buyer shall sign and deliver to Sellers a statement which confirms that the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing amounts contributed by the interest earned Seller to Intermediate Seller and by the Intermediate Seller to the Buyer. (c) Notwithstanding any provision herein to the contrary, the Seller may on any Purchase Date occurring after the Closing Date until elect to designate all or a portion of the date the funds are transferred, to an account that Sellers shall designate at least two (2) business days prior to the date the funds are required Collateral proposed to be transferred to the Buyer on such date as a capital contribution to the Intermediate Seller and in turn a capital contribution by the Intermediate Seller to the Buyer. In such event, the cash portion of the Purchase Price payable with respect to such transfer shall be reduced by that portion of the Purchase Price of the Collateral that was so contributed; provided that Collateral contributed to the Buyer as capital shall constitute Collateral for all purposes of this Agreement. (d) The Seller, in connection with each Purchase hereunder relating to any Collateral, shall be deemed to have certified, and hereby does certify, with respect to the Collateral to be purchased by the Buyer on such day, that its representations and warranties contained in Article IV are true and correct on and as of such day, with the same effect as though made on and as of such day. (e) Upon the payment of the Purchase Price for any Purchase, title to the Collateral included in such Purchase shall vest in the case of Collateral related to Schedule 1 initially in the Intermediate Seller and then in the Buyer as provided herein, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Intermediate Seller and the Buyer, as applicable, shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Intermediate Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (f) Collateral Obligations may be purchased or acquired from time to time by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) each party shall sign and deliver to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to the other party of the instruments and other documents previously delivered transactions are effected in escrow to such legal counsel by such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur on the appointed Closing Date, the funds shall be returned to Buyer, together accordance with all interest earned thereon, and all escrowed instruments and documents shall be returned to the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by Buyerapplicable laws.

Payment of Purchase Price. (a) Buyer will shall pay all outstanding Purchase Price invoices on a monthly basis in accordance with the terms of this Section 2.4. (b) Not less than ten (10) Business Days prior to Sellers the Invoice Due Date for all invoices to be paid by Buyer for the applicable calendar month, Seller shall deliver to Buyer: (i) A draft Payment Notice, setting forth the anticipated aggregate Purchase Price for all Tranches and/or Facilities to be paid in such month; and (ii) Supporting documentation (i.e., Seller’s Deposit Milestone Certificates, bills of lading and Seller’s Certificates of Installation) evidencing the achievement of all applicable Milestones achieved by the applicable Tranches and/or Facilities prior to the date of such draft Payment Notice. (c) Not less than three (3) Business Days prior to the applicable Invoice Due Date for all invoices to be paid by Buyer for such calendar month, Seller shall deliver to Buyer: (i) an executed Payment Notice, setting forth the actual aggregate Purchase Price for all Tranches and/or Facilities to be paid by Buyer in such month, which amount shall in no event exceed the amount notified by Seller to Buyer in the applicable draft Payment Notice except to the extent of any adjustment to such amount resulting from Section 2.8; (ii) Supporting documentation (i.e., Seller’s Deposit Milestone Certificates, bills of lading and Seller’s Certificates of Installation) evidencing the achievement of all applicable Milestones achieved as of such date for all Milestones achieved by the applicable Tranches and/or Facilities between the date on which the draft Payment Notice was delivered and the date on which the executed Payment Notice was delivered. (d) Buyer shall, on the applicable Invoice Due Date indicated in the executed Payment Notice delivered by Seller pursuant to Section 2.4(c), make Purchase Price payments for each Tranche and/or Facility included in such Payment Notice for which Seller has delivered all applicable documentation evidencing the satisfaction of the applicable Milestone(s). (e) If Buyer defaults in any payment when due for any Facility (other than with respect to amounts being disputed in good faith), Seller may, on not less than five (5) Business Days prior notice to Buyer, at its option and without prejudice to its other remedies, (i) suspend performance of its obligations hereunder for such Facility, or defer delivery of such Facility to Buyer and (ii) require that (until all such outstanding payment defaults have been cured) the payment of the portion of the Purchase Price for future Facilities required under Section 2.3(a)(ii) and Section 2.3(a)(iii) above be made immediately prior to the Shipment of the applicable Bloom Systems, but Seller shall not be able to otherwise suspend performance of its obligations hereunder for other Facilities for which no such default exists. (f) Seller shall promptly pay all subcontractors working on the Facilities delivered and installed under this Agreement (including, for clarification, subcontractors working off-Site), and shall, at the time of each payment made to any such subcontractor, obtain a partial or final lien waiver, as applicable, in a form approved by Buyer, and promptly provide Buyer with a copy of each such lien waiver. Seller shall discharge any Liens by such subcontractors within thirty (30) days of receiving notice thereof. Seller shall release all Liens in favor of Seller on each Facility upon final payment of the Purchase Price for such Facility. Upon the failure of Seller to discharge a Lien required to be discharged under this Section 2.3, or else promptly to provide a bond in an amount equal and from a surety acceptable to Buyer to protect against such Lien, in each case, within thirty (30) days after Seller is aware of the existence thereof, Buyer may, but shall not be obligated to, pay, discharge or obtain a bond or security for such Lien and, upon such payment, discharge or posting of security therefor, shall be entitled immediately to recover from Seller the amount thereof, together with all reasonable and necessary expenses actually incurred by Buyer in connection with such payment or discharge, or to set off all such amounts against any amounts owed by Buyer to Seller hereunder. After receipt of the portions of the Purchase Price for each Facility as provided in Section 2.3(a)(i) and Section 2.3(a)(ii), Seller will issue a statement of the balance of the Purchase Price for such Facility, being the amount which, once paid to Seller, will cause Seller to release its lien on the Facility. Seller hereby agrees that third parties may rely on each such statement. (g) Notwithstanding the foregoing in this Section 2.3 or any other provision of this Agreement to the Estimated Purchase Price by wire transferring such amountcontrary, if Buyer (a) admits in lawful money writing its inability to pay its debts generally as they become due; (b) files a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other Legal Requirements of the United States of America or any State, district or territory thereof; (c) makes an assignment for the benefit of creditors; (d) consents to the appointment of a receiver of the whole or any substantial part of its assets; (e) has a petition in immediately available fundsbankruptcy filed against it, to and such account(spetition is not dismissed within ninety (90) as Sellers days after the filing thereof; or if (f) a court of competent jurisdiction enters an order, judgment, or decree appointing a receiver of the whole or any substantial part of Buyer’s assets, and such order, judgment or decree is not vacated or set aside or stayed within ninety (90) days from the date of entry thereof; or (g) under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the whole or any substantial part of Buyer’s assets and such custody or control is not terminated or stayed within ninety (90) days from the date of assumption of such custody or control, then Seller shall have designated by notice no obligation to Buyer. If deliver any Facility hereunder, or if Shipment for the Closing Date is not Bloom Systems comprising a business day on which financial institutions are open Facility has already occurred, Seller shall have the right to require immediate payment of any amount due under Section 2.3(a)(ii) and operating, then on or before the last business day on which financial institutions are open and operating before right to require that the Closing Date, Buyer shall deliver final payment of the Estimated Purchase Price for such Facility be made promptly (but no earlier than Commencement of Operations of such Facility). (h) With respect to Buyer's lead bank (the "Escrow Agent") in immediately available funds in U.S. dollars, and each any payment due from one party shall deliver in escrow to the other party's designated outside legal counsel the instruments and other documents pursuant to be delivered by such party this Agreement, unless being contested in good faith, interest shall accrue daily at the Closing. Upon receipt, lesser of a monthly rate of [***] or the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon highest rate permissible by Sellers and Buyer. At Closing, upon satisfaction of the conditions therefor, (i) Buyer shall sign and deliver to Sellers a statement which confirms that the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least two (2) business days prior to the date the funds are required to be transferred hereunder and (ii) each party shall sign and deliver to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to the other party of the instruments and other documents previously delivered in escrow to such legal counsel by such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur law on the appointed Closing Date, the funds shall be returned to Buyer, together with all interest earned thereon, and all escrowed instruments and documents shall be returned to the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by Buyerunpaid balance.

Payment of Purchase Price. Buyer will pay to Sellers an amount equal to the Estimated The Purchase Price by wire transferring such amount, in lawful money shall be paid as follows: A. As part of the United States Opening of America in immediately available fundsEscrow (as defined below), to such account(s) as Sellers shall have designated by notice to Buyer. If the Closing Date is not a business day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Date, Buyer Purchaser shall deliver the Estimated Purchase Price to Buyer's lead bank Fidelity National Title Insurance Company, 0000 Xxxxxx Xxxxxx Xxxxxxxxx, Xxxxx X-000, Xxxxxxx, Xxxxxxxxxx 00000, Attn: Xxxxx Xxxxxxxx (“Escrow Holder”) a deposit of Five Hundred Thousand Dollars ($500,000.00) (the "“Deposit”). The Deposit shall be in the form of wire transfer or cash. Escrow Agent") in immediately available funds in U.S. dollars, and each party Holder shall deliver in escrow to place the other party's designated outside legal counsel the instruments and other documents to be delivered by such party at the Closing. Upon receipt, the Escrow Agent shall invest the Estimated Purchase Price Deposit in an interest-bearing account mutually agreed upon by Sellers and Buyeraccount. At Closing, upon satisfaction All interest earned on the Deposit shall be included within the meaning of the conditions therefor, (i) Buyer shall sign and deliver to Sellers a statement which confirms that the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least two (2) business days term “Deposit” in this Agreement. If Purchaser does not terminate this Agreement prior to the date expiration of the funds are required Contingency Period (as hereinafter defined), One Hundred Thousand Dollars ($100,000) (the “Released Escrow Amount”)of the Deposit shall be released to be transferred hereunder Seller, and (ii) each party shall sign and deliver Escrow Holder is hereby instructed to release the Released Escrow Amount to Seller if Purchaser does not terminate this Agreement prior to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes end of the release Contingency Period. The Released Escrow Amount released to Seller pursuant to the other party terms of this Agreement shall be applied to the Purchase Price if Escrow closes pursuant to the terms of this Agreement. Upon the expiration of the instruments and other documents previously delivered Contingency Period, the Deposit, including the Released Escrow Amount, shall become non-refundable, except as otherwise expressly set forth herein. In the event of a default hereunder by Purchaser or Seller, the Deposit shall be applied as provided in escrow to such legal counsel by such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur Section XVI below. B. By 1:00 p.m. (California time) on the appointed Closing Datelast business day immediately before Close of Escrow, the Purchaser shall deposit into Escrow immediately available funds shall be returned to Buyerin an amount which, together with all interest earned thereon, and all escrowed instruments and documents shall be returned when added to the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by BuyerDeposit, will equal the Purchase Price plus any additional amounts necessary to cover costs and/or prorations under this Agreement.

Payment of Purchase Price. At the Closing, Buyer will pay or cause to Sellers be paid to Sellers, apportioned among them as specified in a schedule that sets forth (x) such apportionment, (y) the calculations thereof, and (z) each Seller's Pro Rata Interest (the "Allocation Schedule"), an aggregate amount in cash equal to the Estimated Purchase Price by wire transferring such amount(for clarity, in lawful money determined using the calculations of the United States Purchase Price Components pursuant to Section 1.3) less (i) the amount of America the Representative Fund, which Buyer will deposit or cause to be deposited in immediately available funds, to such account(s) as Sellers shall have an account designated by notice the Sellers' Representative (the "Representative Fund Account"), less (ii) $1,000,000 (the "Adjustment Escrow Amount") and less (iii) $4,441,500.25 (the "PPP Escrow Amount" and together with the Adjustment Escrow Amount, the "Escrow Amounts"). Buyer will deposit or cause to Buyerbe deposited the PPP Escrow Amount with the PPP Lender pursuant to the PPP Lender Escrow Agreement, which the PPP Lender will hold in an escrow account and disburse in accordance with the terms of the PPP Loan Escrow Agreement. If Buyer will deposit or cause to be deposited the Closing Date is not a business day on which financial institutions are open and operatingAdjustment Escrow Amount with PNC Bank, then on or before the last business day on which financial institutions are open and operating before the Closing Date, Buyer shall deliver the Estimated Purchase Price to Buyer's lead bank National Association (the "Escrow Agent") pursuant to the Escrow Agreement dated as of the date hereof by and among Buyer, the Seller Representative and the Escrow Agent and attached to this Agreement as Exhibit l.4(a) (the "Adjustment Escrow Agreement"), which the Escrow Agent will hold in an escrow account (the "Adjustment Escrow Account") and disburse in accordance with the terms of the Adjustment Escrow Agreement and this Agreement. Buyer will make all such payments by wire transfer of immediately available funds to such bank accounts as the Seller Representative or the PPP Lender or the Escrow Agent, as applicable, designate in U.S. dollarswriting, respectively. Sellers agree that Buyer shall be entitled to rely on the Allocation Schedule, Buyer has no obligation to investigate, verify or confirm any item set forth in the Allocation Schedule, and each party shall deliver in escrow to the other party's designated outside legal counsel the instruments and other documents to be delivered by such party at the Closing. Upon receipt, the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction of the conditions therefor, (i) Buyer shall sign and deliver have no liability to Sellers a statement which confirms that the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least two (2) business days prior to the date the funds are required to be transferred hereunder and (ii) each party shall sign and deliver to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to the other party of the instruments and other documents previously delivered in escrow to such legal counsel by such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur any Person for following or relying on the appointed Closing Date, matters set forth on the funds shall be returned to Buyer, together with all interest earned thereon, and all escrowed instruments and documents shall be returned to the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by BuyerAllocation Schedule.

Payment of Purchase Price. Buyer will pay to Sellers an amount equal to the Estimated (a) The Purchase Price by wire transferring such amount, in lawful money of for each Receivable sold hereunder on any Business Day shall be paid or provided for on the United States of America in immediately available funds, to such account(s) as Sellers shall have designated by notice to Buyer. If the Closing Date is not a business day Business Day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Date, Buyer shall deliver the Estimated Purchase Price to Buyer's lead bank such sale occurred (the "Escrow Agent"i) by payment in immediately available funds in U.S. dollars, and each party shall deliver in escrow to the other party's designated outside legal counsel extent the instruments and other documents to be delivered by Purchaser has such party at the Closing. Upon receipt, the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction of the conditions therefor, (i) Buyer shall sign and deliver to Sellers a statement which confirms that the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least two (2) business days prior to the date the funds are required to be transferred hereunder available and (ii) each party shall sign and deliver to the other partyextent such funds are not available, by increasing the amount due under the Subordinated Note by notation thereon; provided, however, that the aggregate outstanding principal amount of the Subordinated Note on any Business Day (after giving effect to all repayments thereof on or before such Business Day) shall not exceed the lesser of (x) 30% of the Outstanding Balance of the Receivables purchased hereunder existing on such Business Day and (y) an amount that would cause the Purchaser's designated outside legal counsel net worth (as defined in accordance with GAAP) to be less than $140,000,000. To the extent that the Purchaser does not have sufficient cash or availability under the Subordinated Note to pay the total Purchase Price for Receivables sold on any Business Day in full, Tyson may make or cause to be made a statement which confirms that Closing has occurred capital contribution of cash and/or Receivables and which authorizes the release Related Security to the other party Purchaser. No sales of Receivables shall be made hereunder on and after the Purchase Termination Date. (b) All increases to the amount due under the Subordinated Note pursuant to Section 3.02(a)(ii) (each, an "Advance") shall be evidenced by a single subordinated note, duly executed on behalf of Purchaser, in substantially the form of Exhibit A annexed hereto, delivered on the Closing Date and payable to Tyson, as agent for the Sellers (as amended, supplemented or otherwise modified and in effect from time to time, the "Subordinated Note"). The Collection Agent is hereby authorized by Purchaser to endorse on the schedule attached to the Subordinated Note (or a continuation of such schedule attached thereto and made a part thereof) an appropriate notation evidencing the date and amount of each Advance, as well as the date and amount of each payment with respect thereto; provided, however, that the failure of any Person to make such a notation shall not affect any obligations of Purchaser thereunder. Any such notation shall be conclusive and binding as to the date and amount of such Advance, or payment of principal or interest thereon, absent manifest error. (c) The terms and conditions of the instruments Subordinated Note and other documents previously delivered in escrow to such legal counsel by such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur on the appointed Closing Date, the funds all Advances thereunder shall be returned to Buyer, together with all interest earned thereon, and all escrowed instruments and documents shall be returned to the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by Buyer.as follows:

Payment of Purchase Price. (a) Buyer will shall pay to Sellers an amount equal the Deposit on the Agreement Date and shall pay all other outstanding Purchase Price invoices on a monthly basis in accordance with the terms of this Section 2.5. (b) Not less than eight (8) Business Days prior to the Estimated Purchase Price Invoice Due Date for all invoices to be paid by wire transferring such amountBuyer for the applicable calendar month, in lawful money of the United States of America in immediately available funds, to such account(s) as Sellers Seller shall have designated by notice deliver to Buyer. If the Closing Date is not a business day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Date, Buyer shall deliver the Estimated Purchase Price to Buyer's lead bank (the "Escrow Agent") in immediately available funds in U.S. dollars, and each party shall deliver in escrow to the other party's designated outside legal counsel the instruments and other documents to be delivered by such party at the Closing. Upon receipt, the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction of the conditions therefor, : (i) Buyer shall sign and deliver A draft Payment Notice, setting forth the anticipated aggregate Purchase Price for all New Systems to Sellers a statement which confirms that be paid in such month; and (ii) Seller’s Certificates of Commissioning evidencing the Closing has occurred and which instructs achievement of the Escrow Agent to transfer to Sellers Commissioning Milestone achieved by the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least two (2) business days applicable New Systems prior to the date of such draft Payment Notice. (c) Not less than four (4) Business Days prior to the funds applicable Invoice Due Date for all invoices issued pursuant to Section 2.4(a)(ii) that are to be paid by Buyer for such calendar month, Seller shall deliver to Buyer: (i) an executed Payment Notice, setting forth the actual aggregate Purchase Price for all New Systems to be paid by Buyer in such month, which amount shall in no event exceed the amount notified by Seller to Buyer in the applicable draft Payment Notice except to the extent of any adjustment to such amount resulting from Section 2.7; (ii) Seller’s Certificates of Commissioning, to the extent not previously delivered, evidencing the achievement of the Commissioning Milestones achieved as of such date by the applicable New Systems between the date on which the draft Payment Notice and accompanying Seller’s Certificates of Commissioning were delivered and the date on which the executed Payment Notice was delivered. (d) Buyer shall, on the applicable Invoice Due Date indicated in the executed Payment Notice delivered by Seller pursuant to Section 2.5(c), make Purchase Price payments for each New System included in such Payment Notice for which Seller has issued invoices pursuant to Section 2.4(a)(ii) and delivered Seller’s Certificates of Commissioning evidencing the satisfaction of the Commissioning Milestone. (e) If Buyer defaults in any payment when due for any New System (other than with respect to amounts being disputed in good faith), Seller may, on not less than five (5) Business Days prior notice to Buyer, at its option and without prejudice to its other remedies, require that (until all such outstanding payment defaults have been cured) the payment of the portion of the Purchase Price for future New Systems required under Section 2.4(a)(ii) above be made immediately prior to the Shipment of the applicable New Systems. (f) Seller shall promptly pay all subcontractors working on the New Systems delivered and installed under this Agreement (including, for clarification, subcontractors working off-Site), and shall, at the time of each payment made to any such subcontractor, obtain a partial or final Lien waiver, as applicable, in a form approved by Buyer, and promptly provide Buyer with a copy of each such Lien waiver for any payments made to (i) a subcontractor in excess of [*] for any invoice or [*] in the aggregate or (ii) a Major Service Provider. Seller shall discharge any Liens by such subcontractors within thirty (30) days of receiving notice thereof. Seller shall release all Liens in favor of Seller on each Facility upon final payment of the Purchase Price for the final New System installed at such Facility. Upon the failure of Seller to discharge a Lien required to be transferred hereunder discharged under this Section 2.5, or else promptly to provide a bond in an amount and from a surety acceptable to Buyer to protect against such Lien, in each case, within thirty (ii30) each party shall sign and deliver to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to the other party days after Seller is aware of the instruments and other documents previously delivered in escrow to existence thereof, Buyer may, but shall not be obligated to, pay, discharge or obtain a bond or security for such legal counsel by Lien and, upon such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur on the appointed Closing Datepayment, the funds discharge or posting of security therefor, shall be returned entitled immediately to Buyerrecover from Seller the amount thereof, together with all reasonable and necessary expenses actually incurred by Buyer in connection with such payment or discharge, or to set off all such amounts against any amounts owed by Buyer to Seller hereunder or under the A&R MOMA. (g) With respect to any payment due from one party to the other pursuant to this Agreement, unless being contested in good faith, interest earned thereonshall accrue daily at the lesser of a monthly rate of one and five-tenths percent (1.5%) or the highest rate permissible by law on the unpaid balance. (h) Buyer at its sole option is hereby authorized to setoff any undisputed amounts owed Buyer under the A&R MOMA or this Agreement, as applicable, and all escrowed instruments and documents shall be returned which are past due against any amounts owed by Buyer to Seller under the party who delivered themA&R MOMA or this Agreement. The fees rights provided by this paragraph are in addition to and expenses not in limitation of Escrow Agent shall any other right or remedy (including any right to set-off, counterclaim, or otherwise withhold payment) to which Buyer may be paid one-half entitled (whether by Sellers and one-half by Buyeroperation of law, contract or otherwise).

Payment of Purchase Price. (a) Subject to all other terms and conditions of this Agreement, Buyer will agrees to pay to Sellers an the amount equal specified in Section 3.2 by delivery of the same to the Estimated Purchase Price by wire transferring such amountEscrow Agent and the Indemnity Escrow Agent, in lawful money of the United States of America in immediately available fundsas applicable, to such account(s) as Sellers shall have designated by notice to Buyer. If no later than 2:00 p.m., Eastern time on the Closing Date is Date. In the event the Escrow Agent or the Indemnity Escrow Agent has not a business day received the payment specified in Section 3.2 from Buyer by said time on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Date, but Buyer shall deliver has initiated the Estimated Purchase Price wire to Buyer's lead bank (the "Escrow Agent") in immediately available funds in U.S. dollars, and each party shall deliver in escrow to the other party's designated outside legal counsel the instruments and other documents to be delivered by such party at the Closing. Upon receipt, the Escrow Agent and the Indemnity Escrow Agent, as applicable, Seller shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction of the conditions therefor, (i) Buyer shall sign and deliver to Sellers a statement which confirms that extend the Closing has occurred and to the next business day following such date, in which instructs event the day that both the Escrow Agent to transfer to Sellers and the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least two (2) business days prior to the date the funds are required to be transferred hereunder and (ii) each party shall sign and deliver to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to the other party of the instruments and other documents previously delivered in escrow to such legal counsel by such party. The Indemnity Escrow Agent receive their respective wires shall refund be deemed the balance to Buyer. If “Closing Date” and the proration and adjustments under Article 5 shall be recomputed as of such extended Closing does not occur on Date. (b) On the appointed Closing Date, the funds Indemnity Escrow Amount deposited with the Indemnity Escrow Agent by Buyer, as described in Section 3.2(d), shall be returned held by the Indemnity Escrow Agent in escrow to Buyerpay claims with respect to any breach of Seller’s Warranties under this Agreement. Ninety (90) days following the Closing Date, together with all interest earned thereonso long as the potential amount of any claims by Buyer concerning any pending breaches of Seller’s Warranties do not collectively exceed Nine Hundred Fifty-Eight Thousand Seven Hundred Thirty and 00/100 Dollars ($958,730.00), and all escrowed instruments and documents the Indemnity Escrow Funds shall be returned reduced to Nine Hundred Fifty-Eight Thousand Seven Hundred Thirty and 00/100 Dollars ($958,730.00) and the party who delivered them. The fees and expenses of Escrow Agent released amount shall be paid oneto Seller. After two hundred seventy (270) days following the Closing Date, the excess, if any, of Nine Hundred Fifty-half Eight Thousand Seven Hundred Thirty and 00/100 Dollars ($958,730.00) and the potential collective amount of any claims by Sellers and one-half by BuyerBuyer concerning any pending breaches of Seller’s Warranties outstanding, if any, shall be released to Seller.

Payment of Purchase Price. Buyer will (a) In consideration for the transfer of the Purchased Assets, Purchaser shall pay to Sellers an amount equal Seller the sum of $3,500,000.00 (subject to adjustment in accordance with this Section 2.6), representing the cash portion of the Purchase Price, by electronic bank transfer in accordance with Seller's written instructions to be delivered at least two Business Days prior to the Estimated Closing. At Closing, Purchaser shall also deliver the Subordinated Note in the principal amount of $2,750,000.00 (subject to adjustment in accordance with Section 2.6), representing the balance of the Purchase Price. Purchaser may offset against the Subordinated Note any amount due under Section 9.2, or 2.9 in accordance with such sections. The Purchaser shall not be entitled to any recovery under Section 9.2 in respect of any Loss if, and only to the extent that, the condition or event giving rise to such Loss is reflected in the calculation of a Purchase Price by wire transferring such amountAdjustment pursuant to Section 2.6(e) or recovery is made pursuant to Section 2.9. (b) Prior to the Closing, Seller shall prepare the initial draft of, and Purchaser and Seller shall agree in good faith on, an interim Closing Schedule (the "Interim Closing Schedule") setting forth the estimated net book value, as of May 30, 1997, of the Purchased Assets and Assumed Liabilities determined in accordance with GAAP (including working capital items, and including reserves and accruals established in accordance with GAAP and consistent with past practice), with the following adjustments: (i) all unpaid checks or other items that, in lawful money accordance with Seller's historic accounting practices, constitute "negative" cash items shall constitute Retained Liabilities and (ii) all items listed on Schedule 2.4 as adjustments for liabilities being retained by Seller shall constitute Retained Liabilities. The Interim Closing Schedule shall be the basis for determining the cash payment and the amount of the United States Subordinated Note to be delivered at Closing. Within sixty (60) days after the Closing, Purchaser shall deliver to Seller a revised schedule setting forth the net book value, as of America in immediately available funds, to such account(s) as Sellers shall have designated by notice to Buyer. If the Closing Date is not a business day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Date, Buyer of the Purchased Assets and Assumed Liabilities determined in accordance with GAAP (including working capital items, and including reserves and accruals established in accordance with GAAP and consistent with past practice), and adjusted on the same basis as the Interim Closing Schedule. Seller and its representatives, including Seller's accountants, will be given the opportunity to observe all physical inventories, which Purchaser hereby notifies Seller shall deliver begin at 9:00 a.m. on July 14, 1997, taken in connection with preparation of such post-Closing schedule. The post-Closing schedule delivered by Purchaser pursuant to this section shall be audited and accompanied by a report of Xxxxxx Xxxxxxxx LLP, Purchaser's independent accountants ("Purchaser's Auditors") to the Estimated Purchase Price effect that such schedule and any related notes thereto were prepared in accordance with GAAP and this Agreement. In rendering the foregoing audit and report, Purchaser's Auditors shall permit Xxxxxx Xxxxxxxx LLP, Seller's independent accountants ("Seller's Auditors") to Buyerreview, at their request, the report of Purchaser's lead bank Auditors, including all work papers, schedules and calculations related thereto prior to the issuance thereof. (c) If Seller does not dispute such audited post-Closing schedule and report, such audited post-Closing schedule shall be the "Final Closing Schedule". If Seller disputes such audited schedule or any item included therein, such dispute shall be resolved in the following manner: (i) Seller shall notify Purchaser in writing within sixty (60) days after Seller's receipt of the audited schedule, which notice shall specify in reasonable detail the nature of the dispute; (ii) during the sixty (60) day period following Purchaser's receipt of such notice, Purchaser and Seller shall attempt to resolve such dispute; (iii) if at the end of such 60 day period Seller and Purchaser shall have failed to resolve such dispute in writing, the matter shall be referred to the offices of a referee having expertise in financial, accounting and acquisition matter jointly selected by Seller's Auditors and Purchaser's Auditors (the "Escrow AgentReferee") in immediately available funds in U.S. dollars, ). The Referee shall act as an arbitrator and each party shall deliver in escrow issue its report resolving all disputes as to the other party's designated outside legal counsel the instruments and other documents audited schedule within sixty (60) days after such dispute is referred to it. The audited schedule, as modified by any adjustments determined to be appropriate by the Referee, shall then be the Final Closing Schedule. Each of the parties hereto shall bear all costs and expenses incurred by it in connection with such arbitration, except that the fees and expenses of the Referee hereunder shall be borne equally by Seller and Purchaser. This provision for arbitration shall be specifically enforceable by the parties. The decision of the Referee in accordance with the provisions hereof shall be final and binding (absent manifest error) and there shall be no right of appeal therefrom; and (iv) Upon the final determination of the Final Closing Schedule, any required adjustments to the amounts paid or the Subordinated Note delivered by such party Purchaser at Closing shall be made as provided in the Closing. Upon receipt, the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction last sentence of the conditions therefor, Section 2.6(e). (id) Buyer shall sign and deliver to Sellers a statement which confirms that the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after From the Closing Date until the date final determination of the funds are transferredFinal Closing Schedule, to an account that Sellers shall designate at least two (2) business days prior to the date the funds are required to be transferred hereunder and (ii) each party shall sign and deliver will grant to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release its respective representatives reasonable access during usual business hours to the other agents and employees of such party and to the books, records and files of the instruments business in its possession to enable such party to review and other documents previously delivered in escrow otherwise satisfy itself as to such legal counsel the accuracy of the Final Closing Schedule and the preparation thereof. (e) The amount of the Purchase Price shall be increased or reduced, dollar for dollar for the amount by such partywhich the aggregate adjusted net book value of the Purchased Assets and Assumed Liabilities, as reflected on the Interim Closing Schedule and the Final Closing Schedule, is greater or less than $7,404,000. The Escrow Agent shall refund the balance first $1,000,000 of any increase to Buyer. If the Closing does not occur on the appointed Closing Date, the funds shall be returned made pursuant to Buyer, together with all interest earned thereon, and all escrowed instruments and documents shall be returned to the party who delivered them. The fees and expenses of Escrow Agent this Section 2.6(e) shall be paid one-half by Sellers in cash, and one-half by Buyerthe balance of any such increase shall be added to the principal amount of the Subordinated Note. The amount of any reduction to be made pursuant to this Section 2.6(e) shall be first applied to reduce the cash portion of the Purchase Price, until such cash portion shall have been reduced to $2,000,000. Any remaining amount of the reduction to be made pursuant to this Section 2.6(e) shall be applied to reduce the principal amount of the Subordinated Note. If any adjustment to the Interim Closing Schedule is made pursuant to the Final Closing Schedule, then the principal amount of the Subordinated Note shall be adjusted, to the extent required, and/or Seller or Purchaser shall make the required cash payment to the other, so that the net amount of cash paid to Seller and the amount of the Subordinated Note are equal to the amounts that would have been in effect had the Final Closing Schedule been delivered at the Closing in lieu of the Interim Closing Schedule, and such adjustments shall be retroactive to, and effective as of, the Closing Date.

Payment of Purchase Price. At Closing, Buyer will pay shall execute and deliver to Sellers Seller a promissory note (the "Note"), in substantially the form attached hereto as Exhibit C. Buyer's performance under the Note shall be guaranteed by CTIG. The principal amount of the Note shall be an amount equal to the Estimated Purchase Price by wire transferring such amount, in lawful money Price. Interest on the principal amount of the Note shall be calculated at the rate of ten percent (10%) per annum and shall be paid quarterly in arrears. The principal amount of the Note shall be due and payable three (3) years from the date of the Closing; provided, however, that CTIG shall use commercially reasonable efforts to sell, within twelve (12) months of Closing, its United States telemanagement service bureau and that the net cash proceeds from such sale whenever concluded up to an amount equal to the Required Cash Amount shall be immediately paid to the Seller and shall, as soon as practicable following the date of America in immediately available fundssuch sale, be applied to such account(s) as Sellers shall have designated by notice to Buyerreduce the then outstanding principal amount of the Note. If Contemporaneously with the Closing Date is not a business day on which financial institutions are open execution and operatingdelivery of the Note, then on or before the last business day on which financial institutions are open and operating before the Closing Date, Buyer shall deliver the Estimated Purchase Price cause CTIG to Buyer's lead bank (the "Escrow Agent") in immediately available funds in U.S. dollars, and each party shall deliver in escrow to the other party's designated outside legal counsel the instruments and other documents to be delivered by such party at the Closing. Upon receipt, the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction of the conditions therefor, (i) Buyer shall sign and deliver to Sellers a statement which confirms that the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least two (2) business days prior to the date the funds are required to be transferred hereunder and (ii) each party shall sign execute and deliver to the other party's designated outside legal counsel Seller a statement which confirms that Closing has occurred security agreement (the "Security Agreement") and which authorizes Pledge Agreement (the release "Pledge Agreement"), in substantially the form attached hereto as Exhibits E and F, respectively. The Security Agreement shall grant the Seller a security interest (the "Security Interest") in the assets of CTIG subject and subordinate in priority only to any then existing security interests with respect to such assets and the other party security interests to be granted to a banking institution in connection with debt financing of the instruments and other documents previously delivered in escrow to such legal counsel by such partyBusiness or CTIG. The Escrow Agent Pledge Agreement shall refund pledge CTIG's ownership interest in the balance to Buyer. If equity securities of the Closing does not occur on Buyer and of each of the appointed Closing Datefollowing wholly-owned subsidiaries of CTIG: (i) CTI Delaware Holdings, the funds shall be returned to BuyerInc., together with all interest earned thereon(ii) CTI Soft-Com, Inc., (iii) Plymouth Communications, Inc., and all escrowed instruments (iv) Telephone Budgeting Systems, Inc. Buyer shall also execute and documents shall be returned deliver to Seller a debenture (the party who delivered them. The fees "Debenture") and expenses any other document necessary to grant the Seller a charge over the Assets under the laws of Escrow Agent shall be paid one-half by Sellers and one-half by Buyerthe United Kingdom.

Payment of Purchase Price. Buyer The Purchase Price, less (i) the Sellers' pro rata portion of the Indemnity Fund (excluding amounts guaranteed by the Letter(s) of Credit) and (ii) the Sellers' pro rata portion of the Purchase Price Adjustment Holdback, will pay be paid at the Closing to Sellers an amount equal to the Estimated Purchase Price (by federal wire transferring such amount, in lawful money transfer of the United States of America in immediately available funds, to such account(s) as Sellers shall have designated by notice to Buyer. If the Closing Date is not a business day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Date, Buyer shall deliver the Estimated Purchase Price to Buyer's lead bank (the "Escrow Agent") in immediately available funds to accounts of Sellers designated in U.S. dollars, and each party shall deliver in escrow writing to Buyer by the Company (on behalf of Sellers) at least five (5) business days prior to the other party's designated outside legal counsel Closing) in accordance with the instruments and other documents to be delivered by such party at the Closing. Upon receipt, the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and BuyerAllocation Schedule. At Closing, upon satisfaction of the conditions thereforConcurrently with such payment, (i) Buyer shall sign deposit the Purchase Price Adjustment Holdback with the Disbursement Agent for use and deliver to Sellers a statement which confirms that the Closing has occurred disbursement in accordance with Sections 2.4(f) and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least two (22.4(g) business days prior to the date the funds are required to be transferred hereunder and (ii) each party Buyer and those Sellers delivering the Letter(s) of Credit shall sign deposit the Indemnity Fund and deliver the Letter(s) of Credit pursuant to Section 2.5. Buyer shall be entitled to rely exclusively on the Purchase Price Allocation Schedule and shall have no responsibility to determine whether the Purchase Price Allocation Schedule was properly prepared. The aggregate (i) consideration to Sellers in connection with the transactions contemplated hereby, (ii) consideration to the other party's designated outside legal counsel a statement which confirms that Closing has occurred InterLink Sellers pursuant to clause (y) of Section 2.2 of the InterLink Agreement, and which authorizes (iii) any continuing liabilities of the release Company, shall be allocated between the tangible assets and Franchises of the Company by allocating an amount to the other party tangible assets of the instruments Company equal to the adjusted basis for federal income tax purposes of such tangible assets, and other documents previously delivered in escrow the remainder to such legal counsel by such partythe stock of Subsidiaries and Franchises. The Escrow Agent parties shall refund the balance to Buyer. If the Closing does not occur on the appointed Closing Date, the funds shall be returned to Buyer, together take any tax position inconsistent with all interest earned thereon, and all escrowed instruments and documents shall be returned to the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by Buyersuch allocation.

Payment of Purchase Price. Buyer will pay (a) Upon the fulfillment of the conditions set forth in Article III, the Purchase Price for Receivables and the Receivables Property shall be paid or provided for by the Company in the manner provided below on each day for which a Daily Report is delivered to the Company (each such day, a "PAYMENT DATE") in respect of a Reported Day (which Daily Report shall specify, by Seller, the Principal Amount of Receivables being sold on such Payment Date, the aggregate Purchase Price for such Receivables and the components of payment as provided in paragraph (b) below). The Sellers hereby appoint the Servicer as their agent to receive, for allocation by the Servicer to the Sellers, payments of the Purchase Price of the Receivables and the Receivables Property sold to the Company and hereby authorize the Company to make all such payments due to any Seller directly to an account of, or as otherwise directed by, the Servicer. The Servicer hereby accepts and agrees to such appointment. All payments under this Agreement shall be made not later than 3:00 p.m (New York City time) on the date specified therefor in Dollars in same day funds or by check, as the Servicer shall elect, and to the bank account designated in writing by the Servicer to the Company. (b) The Purchase Price for Receivables and Receivables Property shall be paid by the Company on each Payment Date as follows: (i) by netting the amount of any Seller Adjustment Payments or Seller Repurchase Payments pursuant to Section 2.05 or 2.06 against such Purchase Price; (ii) to the extent available for such purpose, in cash from Collections released to the Company pursuant to the Pooling Agreement; (iii) to the extent available for such purpose, in cash from the net proceeds of a transfer of interests in Purchased Receivables by the Company to other Persons; (iv) at the option of the Company, by means of an addition to the principal amount of the Subordinated Note in an aggregate amount equal to the Estimated remaining portion of the Purchase Price; PROVIDED, HOWEVER, that with respect to any Seller, the outstanding principal amount of such Seller's interest in the Subordinated Note shall not at any time exceed 25% of the Outstanding Sale Price Amount with respect to such Seller; PROVIDED FURTHER that the Company may pay the Purchase Price by wire transferring means of additions to the principal amount of the Subordinated Note only if, at the time of such amountpayment and after giving effect thereto, the fair market value of the Company's assets, including, without limitation, any beneficial interests in or indebtedness of a trust and all Receivables and Receivables Property the Company owns, is greater than the amount of its liabilities including its liabilities on the Subordinated Note and all interest and other fees due and payable under the Pooling Agreement and the other Transaction Documents. Any such addition to the principal amount of the Subordinated Note shall be allocated among the Sellers (PRO RATA according to the Principal Amount of Receivables sold by each Seller) by the Servicer in accordance with the provisions of this subsection 2.03(b)(iv) and Section 8.01. The Servicer may evidence such additional principal amounts by recording the date and amount thereof on the grid attached to such Subordinated Note; PROVIDED that the failure to make any such recordation or any error in such grid shall not adversely affect any Seller's rights; and (v) in cash from the proceeds of capital contributed by RS to the Company, if any, in lawful money respect of its equity interest in the Company. (c) The Servicer shall be responsible, in its sole discretion but in accordance with the preceding subsection 2.03(b), for allocating among the Sellers the payment of the United States of America in immediately available funds, to such account(s) as Sellers shall have designated by notice to Buyer. If the Closing Date is not a business day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Date, Buyer shall deliver the Estimated Purchase Price for Receivables and any amounts netted therefrom pursuant to Buyer's lead bank (the "Escrow Agent") in immediately available funds in U.S. dollarssubsection 2.03(b)(i), and each party which allocation shall deliver in escrow be, subject to the other partyfirst proviso contained in subsection 2.03(b)(iv), either in the form of cash received from the Company or as an addition to the principal amount of a Seller's designated outside legal counsel interest in the instruments and other documents Subordinated Note. (d) Whenever any payment to be delivered by made under this Agreement shall be stated to be due on a day other than a Business Day, such party payment shall be made on the next succeeding Business Day. Amounts not paid when due in accordance with the terms of this Agreement shall bear interest at the Closing. Upon receipt, the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction of the conditions therefor, (i) Buyer shall sign and deliver to Sellers a statement which confirms that the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate rate equal at least two (2) business days prior all times to the date the funds are required to be transferred hereunder and (ii) each party shall sign and deliver to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to the other party of the instruments and other documents previously delivered in escrow to such legal counsel by such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur ABR PLUS 4%, payable on the appointed Closing Date, the funds shall be returned to Buyer, together with all interest earned thereon, and all escrowed instruments and documents shall be returned to the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by Buyerdemand.

Payment of Purchase Price. Buyer will pay to Sellers an amount equal Notwithstanding anything to the Estimated contrary herein, the Sellers’ Representative may retain a reasonable portion of the Purchase Price and any other amounts received by wire transferring it hereunder to fund the COBRA Fund, any CCA Option Payment not paid by the Company, expenses, charges and Damages incurred by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents, with any excess being delivered to CCA Stockholders at such amounttime as the Sellers’ Representative shall determine, but in lawful money no event later than the date that is one (1) Business Day after the release of all remaining amounts from the United States Indemnity Escrow, except for the COBRA Fund, from which any excess shall be delivered to the CCA Stockholders not later than the date that is one (1) Business Day after payment by Buyers of America in immediately available funds, any excess to such account(s) as Sellers shall have designated by notice to Buyerthe Sellers’ Representative. If the Closing Date is not a business day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before On the Closing Date, Buyer Buyers shall deliver the Estimated Initial Purchase Price to Buyer's lead bank (the "Escrow Agent") in immediately available funds in U.S. dollars, and each party Sellers’ Representatives at which time the Sellers’ Representative shall deliver in escrow to the other party's designated outside legal counsel the instruments and other documents to be delivered by such party at the Closing. Upon receipt, the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction of the conditions therefor, (i) Buyer shall sign determine each CCA Stockholder’s Pro Rata Portion of the expenses, charges and deliver to Sellers a statement which confirms that the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least two (2) business days prior to the date the funds are required Damages to be transferred hereunder and paid by the CCA Stockholders hereunder, (ii) deduct from the amounts otherwise payable to each party shall sign CCA Stockholder hereunder, such CCA Stockholder’s Pro Rata Portion of such expenses, charges and deliver Damages, and (iii) distribute the remaining amounts to CCA Stockholders based upon their respective Pro Rata Portions thereof. At any time that an amount is to be paid to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes CCA Stockholders hereunder or at any time as determined by the release to Sellers’ Representative, the other party Sellers’ Representative shall calculate the Pro Rata Portion of the instruments Transaction Proceeds for each CCA Stockholder as of such date of determination. Each CCA Stockholder hereby agrees to cooperate with the Sellers’ Representative and other documents previously delivered in escrow to otherwise make such legal counsel payments of any portion of the Transaction Proceeds received by such party. The Escrow Agent CCA Stockholder in excess of its Pro Rata Portion thereof to any CCA Stockholder or CCA Stockholders who have received less than their Pro Rata Portion thereof in order to effect the principle that, as of any date of determination, each CCA Stockholder shall refund receive a portion of the balance Transaction Proceeds equal to Buyer. If the Closing does not occur on the appointed Closing Date, the funds shall be returned to Buyer, together with all interest earned thereon, and all escrowed instruments and documents shall be returned to the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by Buyerits Pro Rata Portion thereof.

Payment of Purchase Price. Buyer will Upon the terms and conditions set forth in this Agreement, in consideration of the transfer of the Equity Interests and the covenants and agreements set forth in Article 5, at the Closing WCA Parent shall pay to Sellers an the aggregate consideration set forth in this Section 2.1 (collectively, the “Purchase Price”) as follows: (a) the amount equal to the Estimated Purchase Price by wire transferring (such amount, the “Comerica Release Amount”) necessary to cause Comerica Bank, a Texas banking association (“Comerica”), to release all Liens in lawful money favor of Comerica under the Comerica Credit Facility on any assets or properties of the United States Emerald Companies, as set forth in a payoff letter (which such payoff letter shall provide that all such Liens shall be terminated and released (including the termination of America in immediately available funds, all UCC financing statements filed by or on behalf of Comerica) upon receipt by Comerica of the Comerica Release Amount) to such account(s) as Sellers shall have designated be delivered by notice Comerica to Buyer. If the Emerald Parties and WCA Parent prior to the Closing Date is not a business day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Date, Buyer shall deliver the Estimated Purchase Price to Buyer's lead bank (the "Escrow Agent") in “Comerica Payoff Letter”), shall be paid by wire transfer of immediately available funds in U.S. dollarsaccordance with the wire transfer instructions set forth in the Comerica Payoff Letter; (b) the amount (such aggregate amount the “Other Indebtedness Payment Amount”) necessary to satisfy in full certain indebtedness, and each party shall deliver in escrow including amounts owed pursuant to vehicle leasing arrangements, described on Schedule 2.1(b) (which such schedule can be amended or supplemented at any time by the Emerald Parties up to the other party's designated outside legal counsel Closing) owed to such creditors identified on Schedule 2.1(b) (the instruments “Other Creditors”), as set forth, in each case, in a payoff letter (which each such payoff letter shall provide that all Liens on any assets or properties of any Emerald Company shall be terminated and other documents released (including the termination of all UCC financing statements filed by or on behalf of the applicable Other Creditor) and, to the extent applicable, that a xxxx of sale evidencing the transfer of title to all property that was the subject of any lease described on Schedule 2.1(b) shall be delivered as promptly as practicable after the Closing) upon receipt by each such Other Creditor of such Other Creditor’s portion of the Other Indebtedness Payment Amount set forth on such Other Creditor’s payoff letter) to be delivered by EWS Holdings to WCA Parent prior to Closing (each such party at payoff letter descried in this Section 2.1(b), an “Other Creditor Payoff Letter”), shall be paid by wire transfer of immediately available funds in accordance with the Closing. Upon receiptwire transfer instructions set forth in each Other Creditor Payoff Letter; (c) the amount (such aggregate amount the “Transaction Expenses Amount”) necessary to satisfy in full all transaction expenses owed by any of the Emerald Companies to each of (1) Xxxxxxxxxxx Partners, (2) Xxxxxx Xxxxxx Xxxxxxxx LLP, and (3) Lowndes, Drosdick, Doster, Xxxxxx & Xxxx, P.A. (each of the Escrow Agent foregoing, an “Emerald Professional”) as set forth, in each case, in a payoff letter to be delivered by EWS Holdings to WCA Parent prior to Closing (each such payoff letter descried in this Section 2.1(c), an “Emerald Professional Payoff Letter”), shall invest be paid by wire transfer of immediately available funds in accordance with the Estimated wire transfer instructions set forth in each Emerald Professional Payoff Letter; (d) an amount in cash equal to the Base Cash Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction of the conditions therefor, less (i) Buyer shall sign and deliver to Sellers a statement which confirms that the Closing has occurred and which instructs Comerica Release Amount, less (ii) the Escrow Agent to transfer to Sellers the funds representing Other Indebtedness Payment Amount, less (iii) the Estimated Deferred Revenue Amount, less (iv) the Transaction Expenses Amount plus (iv) the sum of (A) the Final Reimbursed Expenses Amount and (B) the Final Prepaid Items Amount, such net amount (the “Net Cash Purchase Price”), plus an amount to be paid by wire transfer of immediately available funds in accordance with the wire transfer instructions to be delivered by EWS Holdings to WCA Parent in writing prior to Closing; (e) (i) a stock certificate representing 180,723 shares (the interest earned after “First Indemnification Shares”) of common stock, par value $0.01 per share, of WCA Parent (the “WCA Parent Common Stock”) and a stock certificate representing 722,891 shares (the “Second Indemnification Shares” and, together with the First Indemnification Shares, the “Indemnification Shares”) of WCA Parent Common Stock, both to be deposited by WCA Parent on the Closing Date until into an escrow account (the date “Escrow Fund”) in accordance with Section 2.2 for the funds are transferred, to an account that Sellers shall designate at least two (2) business days prior to the date the funds are required to be transferred hereunder benefit of EWS Holdings and (ii) each party shall sign a stock certificate representing 1,506,025 shares (the “Distributed Shares,” and deliver together with the Indemnification Shares, the “Closing Shares”) of WCA Parent Common Stock to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to the other party of the instruments and other documents previously delivered in escrow to such legal counsel be issued by such party. The Escrow Agent shall refund the balance to Buyer. If WCA Parent on the Closing does not occur Date to EWS Holdings; and (f) an amount in cash necessary to satisfy in full certain obligations incurred for the purchase of vehicles described on the appointed Closing Date, the funds shall be returned to Buyer, together with all interest earned thereon, and all escrowed instruments and documents shall be returned to the party who delivered them. The fees and expenses of Escrow Agent Schedule 2.1(f) shall be paid one-half by Sellers and one-half by Buyerwire transfer of immediately available funds in accordance with the payment instructions set forth on Schedule 2.1(f).

Payment of Purchase Price. Buyer will (a) At the Closing, Purchaser shall pay (or cause one or more Purchaser Designated Subsidiaries to pay) to Sellers an amount (the “Initial Purchase Price”) equal to the Estimated Purchase Price by wire transferring such amount, in lawful money of the United States of America in immediately available funds, to such account(s) as Sellers shall have designated by notice to Buyer. If the Closing Date is not a business day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Date, Buyer shall deliver the Estimated Purchase Price to Buyer's lead bank (the "Escrow Agent") in immediately available funds in U.S. dollars, and each party shall deliver in escrow to the other party's designated outside legal counsel the instruments and other documents to be delivered by such party at the Closing. Upon receipt, the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction of the conditions therefor, (i) Buyer shall sign and deliver to Sellers a statement which confirms that the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Base Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least two (2) business days prior to the date the funds are required to be transferred hereunder and (ii) each party shall sign and deliver to the other party's designated outside legal counsel a statement Initial Closing Company Cash, minus (iii) the Initial Closing Company Indebtedness, plus (iv) the amount (if any) by which confirms that the Initial Closing has occurred and Net Working Capital exceeds the Reference Working Capital, minus (v) the amount (if any) by which authorizes the release to Reference Working Capital exceeds the other party of Initial Closing Net Working Capital, minus (vi) the instruments and other documents previously delivered in escrow to such legal counsel by such partyEstimated Profit Transfer Amount (if any), plus (vii) the Estimated Loss Transfer Amount (if any). The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur on the appointed Closing Date, the funds shall be returned to Buyer, together with all interest earned thereon, and all escrowed instruments and documents shall be returned to the party who delivered them. The fees and expenses of Escrow Agent Initial Purchase Price shall be paid one-half to Sellers, by wire transfers of immediately available funds into the Purchase Price Bank Accounts, in accordance with the respective percentages set forth on Schedule 3.2(a). For the avoidance of doubt, the payment of the Initial Purchase Price pursuant to this Section 3.2(a) shall not govern, and Section 7.16(j) shall govern, the allocation of the Purchase Price and, in the event of any difference between the Allocation as determined by Section 7.16(j) and this Section 3.2(a), Sellers shall make any necessary adjustments between themselves. (b) Subject to Section 10.7, but otherwise notwithstanding anything to the contrary in this Agreement, Purchaser (or its Purchaser Designated Subsidiaries, if applicable) shall be entitled to deduct and one-half by Buyerwithhold from any amount otherwise payable to Sellers under this Agreement such amounts as it is required to deduct and withhold under applicable Law, and, if any amount is so deducted and withheld and timely remitted to the appropriate Tax Authority, such deducted, withheld and remitted amount shall be treated for all purposes of this Agreement as having been paid to Sellers; provided, however, that before making any such deduction and withholding, Purchaser (or its Purchaser Designated Subsidiaries, if applicable) shall give Sellers reasonable advance notice of any anticipated deduction and withholding (together with reasonable detail as to the legal basis for, and a calculation of, such anticipated withholding) and provide Sellers with sufficient opportunity to provide any forms or other documentation or take such other steps in order to avoid such deduction and withholding, and Purchaser (or its Purchaser Designated Subsidiaries, if applicable) and Sellers will reasonably cooperate in good faith to attempt to reduce any amounts that would otherwise be deducted and withheld pursuant to this ‎Section 3.2(b).

Payment of Purchase Price. Buyer will (a) The Company shall pay or provide for the Purchase Price for Receivables and other Receivable Assets (net of the deductions referred to Sellers in Section 2.03(d)) in the manner provided below on each day for which Daily Reports are prepared and delivered to the Company (each such day, a "Payment Date"). (b) The Purchase Price (net of the deductions referred to in Section 2.03(d)) shall be paid by the Company to the Seller or to such accounts or such Persons as the Seller may direct in writing (which direction may consist of standing instructions provided by the Seller that shall remain in effect until changed by the Seller in writing), on each Payment Date as follows: (i) to the extent available for such purpose, in cash from the net proceeds of a transfer of such Purchased Receivables by the Company to other Persons (including the Trustee pursuant to the Pooling Agreement); (ii) to the extent available for such purpose, in cash from Collections received by the Company from other Persons (including from the Trustee pursuant to the Pooling Agreement and any Supplement thereto); (iii) at the option of the Company (subject to the provisions of Sections 8.03), by incurring Indebtedness to the Seller evidenced by the Seller Note; and (iv) in cash from the proceeds of capital contributed by the Seller to the Company, if any, in respect of its equity interest in the Company. (c) Any increase in the principal amount of the Seller Note, in payment of any Purchase Price pursuant to Section 2.03(b), shall be applied to the Purchase Price in an amount equal to such increase. (d) The Company shall deduct from the Estimated Purchase Price by wire transferring such amount, in lawful money of otherwise payable to the United States of America in immediately available funds, to such account(s) as Sellers shall have designated by notice to Buyer. If the Closing Date is not a business day Seller on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before the Closing any Payment Date, Buyer shall deliver the Estimated Purchase Price any outstanding Seller Dilution Adjustment Payments and Seller Repurchase Payments pursuant to Buyer's lead bank (the "Escrow Agent") in immediately available funds in U.S. dollarsSection 2.05, and each party 2.06, respectively. (e) All cash payments under this Agreement shall deliver be made not later than 3:30 p.m. (New York City time) on the date specified therefor in escrow same day funds. (f) Whenever any payment to be made under this Agreement shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day. Amounts not paid when due in accordance with the terms of this Agreement shall bear interest at a rate equal at all times to the other party's designated outside legal counsel the instruments and other documents to be delivered by such party at the Closing. Upon receiptReference Rate, the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction of the conditions therefor, (i) Buyer shall sign and deliver to Sellers a statement which confirms that the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least two (2) business days prior to the date the funds are required to be transferred hereunder and (ii) each party shall sign and deliver to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to the other party of the instruments and other documents previously delivered in escrow to such legal counsel by such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur payable on the appointed Closing Date, the funds shall be returned to Buyer, together with all interest earned thereon, and all escrowed instruments and documents shall be returned to the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by Buyerdemand.

Payment of Purchase Price. Buyer will (a) In consideration for the transfer of the Purchased Assets to Purchaser, Purchaser shall pay Seller, by electronic bank transfer directly to Sellers Parent an amount equal to 90% the Estimated Purchase Price by wire transferring such amount, in lawful money calculated as of the United States end of America the calendar month most recently closed preceding the month in immediately available funds, to such account(s) as Sellers shall have designated by notice to Buyer. If which the Closing Date is not occurs, and prepared on a business day on which financial institutions are open basis consistent with the Interim Balance Sheet (the "MOST RECENT NET TANGIBLE EQUITY"). (b) As soon as practicable and operating, then on or before the last business day on which financial institutions are open and operating before in no event later than forty-five (45) days after the Closing Date, Buyer Seller shall deliver to Purchaser a balance sheet of the Estimated Purchase Price to Buyer's lead bank Company as of the close of business on the Closing Date (the "Escrow AgentCLOSING BALANCE SHEET DATE") ), prepared in immediately available funds accordance with GAAP consistently applied and a schedule setting forth the Net Tangible Equity, determined in U.S. dollarsaccordance with GAAP as of such date, and each party shall deliver provided that, in escrow to determining the other party's designated outside legal counsel the instruments and other documents to be delivered by such party at the Closing. Upon receipt, the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction of the conditions therefor, Net Tangible Equity (i) Buyer Inventories will be stated on a first-in, first-out basis based upon the physical inventory count of August 29, 1997 rolled forward to the Closing Balance Sheet Date in accordance with past practice and (ii) all reserves and accruals relating to the Assumed Liabilities as stated on Seller's balance sheet as of the Closing Balance Sheet Date shall sign and deliver be in accordance with GAAP consistently applied. Notwithstanding anything herein to Sellers a statement which confirms the contrary, the parties agree that the inventory reserve on the Closing has occurred Schedule shall be $100,000. In addition, in the event that any cash is included in the Purchased Assets, Purchaser shall remit such cash to Seller as promptly as possible. In the event such cash is not remitted to Seller, the parties agree that such cash shall be included as a Purchased Asset for purposes of the calculation of Net Tangible Equity on the Closing Schedule. Purchaser and Seller and their respective representatives have jointly observed and participated in, all physical inventories taken in connection with preparation of such schedule. The schedule delivered pursuant to this section shall be audited and accompanied by a report of Ernst & Young LLP, Seller's independent accountants ("SELLER'S AUDITORS"), to the effect that such schedule and any related notes thereto were prepared in accordance with GAAP consistently applied and this Agreement. In rendering the foregoing audit and report, Seller's Auditors shall permit KPMG Peat Marwick, LLP, Purchaser's independent accountants ("PURCHASER'S AUDITORS"), to review, at their request, following receipt of the report of Seller's Auditors, all work papers, schedules and calculations of Seller's Auditors related thereto. (c) If Purchaser does not dispute such audited schedule and report, such audited schedule shall be the "CLOSING SCHEDULE." If Purchaser disputes such audited schedule or report or any item included therein, such dispute shall be resolved in the following manner: (i) Purchaser shall notify Seller in writing within twenty-one (21) days after Purchaser's receipt of the audited schedule, which instructs notice shall specify in reasonable detail the Escrow Agent nature of the dispute; (ii) during the thirty (30) day period following Seller's receipt of such notice, Seller and Purchaser shall attempt to transfer resolve such dispute; and (iii) if at the end of such thirty (30) day period Seller and Purchaser shall have failed to Sellers resolve such dispute in writing, the funds representing matter shall be referred to the Estimated Purchase Priceoffices of Xxxxxx Xxxxxxxx & Co. (the "REFEREE"). The Referee shall act as an arbitrator and shall issue its report resolving all disputes as to the audited schedule within thirty (30) days after such dispute is referred to it. The audited schedule, plus an amount representing as modified by any adjustments determined to be appropriate by the interest earned after Referee, shall then be the Closing Schedule. Each of the parties hereto shall bear all costs and expenses incurred by it in connection with such arbitration, except that the fees and expenses of the Referee hereunder shall be borne equally by Seller and Purchaser. This provision for arbitration shall be specifically enforceable by the parties. The decision of the Referee in accordance with the provisions hereof shall be final and binding (absent manifest error) and there shall be no right of appeal therefrom. (d) From the Closing Date until the final determination of the Closing Schedule, each party hereto will grant to the other and its respective representatives reasonable access during usual business hours to the agents and employees of such party and to the books, records and files of the business in its possession to enable such party to review and otherwise satisfy itself as to the accuracy of the Closing Schedule and the preparation thereof. (e) In the event that the Net Tangible Equity as reflected on the Closing Schedule (the "CLOSING NET TANGIBLE EQUITY") is less than the Most Recent Net Tangible Equity used for purposes of calculating the Purchase Price pursuant to Section 2.5(a) hereof, then the amount of the Purchase Price, as previously calculated pursuant to Section 2.5(a) hereof, shall be decreased by the amount by which the Closing Net Tangible Equity is less than the Most Recent Net Tangible Equity. In the event that the Closing Net Tangible Equity is more than the Most Recent Net Tangible Equity used for purposes of calculating the Purchase Price pursuant to Section 2.5(a) hereof, then the amount of the Purchase Price, as previously calculated pursuant to Section 2.5(a) hereof, shall be increased by the amount by which the Closing Net Tangible Equity is more than the Most Recent Net Tangible Equity. No later than five (5) days after the date of the funds are transferredfinal determination of the Closing Schedule, Seller shall pay Purchaser or Purchaser shall pay Seller, as appropriate, by wire transfer of immediately available funds, the amount of such deficiency or excess, as the case may be, with interest thereon at a per annum rate equal to an account that Sellers shall designate at least two (2) business days prior the Prime Rate, accrued from the Closing Date to the date of payment. The amount so paid shall take into account the funds are required to be transferred hereunder and (ii) each party shall sign and deliver to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to the other party 10% of the instruments and other documents previously delivered in escrow to such legal counsel Purchase Price not paid by such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur Purchaser on the appointed Closing Date, the funds shall be returned to Buyer, together with all interest earned thereon, and all escrowed instruments and documents shall be returned to the party who delivered them. The fees and expenses of Escrow Agent which amount also shall be paid one-half and bear interest at the Prime Rate from the Closing Date to the date paid. The "PRIME RATE" shall mean the rate announced by Sellers and one-half by BuyerThe Chase Manhattan Bank, N.A., as its corporate base interest rate at New York, New York on the Closing Date.

Payment of Purchase Price. Buyer will At the Closing Time, the Purchaser shall pay and satisfy the Purchase Price, subject to Sellers an amount equal adjustment in accordance with this Article 2 and subject to Section 2.8, as follows: (a) The Purchaser shall cause the Estimated Purchase Price payment to each Holder, by wire transferring such amount, in lawful money transfer of the United States of America in immediately available funds, to the account set forth opposite each Holder’s name in Annex D, such account(sHolder’s Pro Rata Share, determined in accordance with the written instructions of the Company delivered to the Purchaser at least two Business Days prior to Closing, of the Cash Purchase Price, as adjusted pursuant to Section 2.3(b), minus: (i) the Escrow Cash; (ii) if applicable, 50% of all of the fees and expenses incurred by the Purchaser in connection with the R&W Insurance Policy, including but not limited to the premium, underwriting costs, due diligence fees, brokerage commissions and other fees and expenses of the R&W Insurance Policy, which the Purchaser shall cause to be paid to the R&W Insurance Policy carrier; (iii) 50% of the fees of the Escrow Agent, which the Purchaser shall cause to be paid to the Escrow Agent pursuant to the Escrow Agreement; and (iv) the Expense Fund, which the Purchaser shall cause to be paid to the Holder Representative pursuant to written instructions of the Holder Representative delivered to the Purchaser at least two Business Days prior to Closing. (b) The Purchaser shall cause the payment, by wire transfer of immediately available funds, the Escrow Cash to or to the order of the Escrow Agent to be held as Sellers shall have designated by notice to Buyer. If security in respect of the Post-Closing Date is not a business day on which financial institutions are open and operating, then on or before Adjustment in accordance with the last business day on which financial institutions are open and operating before the Closing Date, Buyer shall deliver the Estimated Purchase Price to Buyer's lead bank provisions of an escrow agreement (the "Escrow AgentAgreement") in immediately available funds in U.S. dollars, and each party shall deliver in escrow to the other party's designated outside legal counsel the instruments and other documents to be delivered entered into by such party at the Closing. Upon receiptPurchaser, the Holder Representative and the Escrow Agent at the Closing Time on terms mutually acceptable to them. (c) The Purchaser shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction of the conditions therefor, direct its transfer agent: (i) Buyer shall sign to issue the Escrow Shares; and deliver to Sellers a statement which confirms that (ii) deposit the Closing has occurred and which instructs Escrow Shares with the Escrow Agent to hold such Escrow Shares in escrow in accordance with the provisions of the Escrow Agreement. (d) The Purchaser shall direct its transfer agent to Sellers issue, register and deliver certificates or direct registration statements to the funds Holders as directed on Annex B hereto (subject to Section 4.3.4(d)) each representing the Estimated Purchase Priceaggregate number of Consideration Shares set forth opposite such Holder's name on Annex B hereto and shall direct its transfer agent to update the share register of the Purchaser to accurately reflect such issuance; it being understood that the aggregate number of Consideration Shares issued to the Holders pursuant to this Section 2.4(d) shall be 82,500,000 less the Escrow Shares and the Purchaser shall issue to each Holder as many Common Shares as would not reasonably be expected to prevent the Purchaser from qualifying as a “foreign private issuer” pursuant to Rule 405 under the U.S. Securities Act, plus an amount representing which the interest earned after the Closing Date until Parties hereto have agreed is, as of the date hereof, 65,000,000 Common Shares in the funds are transferredaggregate. (e) Notwithstanding anything herein to the contrary, the Preferred Shareholders may, in their sole and absolute discretion, elect to an account fund their Pro Rata Share of the Escrow Cash in cash in U.S. Dollars, Consideration Shares (valued at the US Dollar Equivalent of CAD$0.75 per share on the day that Sellers is two Business Days before the Preferred Shareholder provides the notice described in this Section 2.4(e)) or a combination of the two. If a Preferred Shareholder elects to fund all or a portion of its Pro Rata Share of the Escrow Cash with Consideration Shares, then the Preferred Shareholder shall designate notify the Purchaser and the Escrow Agent, in writing, of its election to do so at least two (2) business days three Business Days prior to Closing. Such notice shall state: (i) the date name of the funds are required to be transferred hereunder and Preferred Shareholder; (ii) each party shall sign the dollar amount (in U.S. Dollars) of such Preferred Shareholder’s Pro Rata Share of the Escrow Cash that such Preferred Shareholder is electing to fund with Consideration Shares; (iii) the number and value (valued at the US Dollar Equivalent of CAD$0.75 per share on the day that is two Business Days before the Preferred Shareholder provides the notice described in this Section 2.4(e)) of the Consideration Shares that the Preferred Shareholder is electing to deposit with the Escrow Agent to fund its Pro Rata Share of the Escrow Cash; (iv) expressly authorize the Purchaser to deliver the number of Consideration Shares designated in the notice to the other party's designated outside legal counsel a statement which confirms that Closing has occurred Escrow Agent to be held as part of the Escrow Cash; (v) expressly authorize the Escrow Agent to hold and which authorizes dispose of such Consideration Shares in accordance with Section 2.6(f)(vi); and (vi) expressly authorize the release Parties to take such actions as may be necessary to give full effect to the other party purpose and intention of the instruments this Section 2.4 and other documents previously delivered in escrow Section 2.6(f)(vi). (f) The Purchaser covenants that all Consideration Shares issued pursuant to such legal counsel by such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur on the appointed Closing Date, the funds shall be returned to Buyer, together with all interest earned thereon, and all escrowed instruments and documents shall be returned to the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by Buyer.this Section

Payment of Purchase Price. (a) Upon the terms and subject to the conditions set forth in this Agreement, in consideration of the aforesaid sale, assignment, conveyance, transfer and delivery of the Purchased Assets, Buyer will shall, at the Closing, (i) pay to Sellers an Seller cash in the aggregate amount equal of $82,265,000 (the "Initial Amount") plus the amount, if any, by which the Closing Adjustment Amount exceeds the Target Adjustment Amount, or minus the amount, if any, by which the Target Adjustment Amount exceeds the Closing Adjustment Amount (the "Purchase Price"), and (ii) assume and agree to pay, perform and otherwise discharge the Assumed Liabilities. The Parties hereby acknowledge and agree that: (i) $12,077,000 of the Initial Amount shall be attributable to the Estimated Purchased Assets relating to the Deepwater Station, including the Emissions Allowances relating thereto (other than Excess Emission Allowances), the Xxxxxxx Creek Interests allocated on the date hereof to the operation thereof and the Excess Xxxxxxx Creek Interests; (ii) $102,000 of the Initial Amount shall be attributable to the NOx Emission Allowances relating to the Deepwater Station that are Excess Emission Allowances; (iii) $1,608,000 of the Initial Amount shall be attributable to the SO2 Emission Allowances relating to the Deepwater Station that are Excess Emission Allowances; and (iv) $68,478,000 of the Initial Amount shall be attributable to the remainder of the Purchased Assets, it being understood that each of the attributions set forth in clauses (i) and (iv) of this sentence shall be adjusted in a manner consistent with the final determination of the Purchase Price by wire transferring such amount, in lawful money of the United States of America in immediately available funds, pursuant to such account(sSection 3.3. (b) as Sellers shall have designated by notice At least five (5) Business Days prior to Buyer. If the Closing Date is not a business day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Date, Seller shall provide to Buyer its good faith estimate of the Closing Adjustment Amount, which estimate shall deliver the Estimated Purchase Price to Buyer's lead bank be certified in writing by an appropriate officer of each Seller (the "Escrow AgentEstimated Adjustment Amount"). (c) At the Closing, in furtherance but not in duplication of Section 3.2(a) and without limiting the generality of Section 3.7, Buyer shall pay to Seller cash in an aggregate amount equal to $82,265,000 plus the amount, if any, by which the Estimated Adjustment Amount exceeds the Target Adjustment Amount, or minus the amount, if any, by which the Target Adjustment Amount exceeds the Estimated Adjustment Amount (the "Closing Payment"). The Closing Payment shall be paid to Seller by Buyer at the Closing by wire transfer of immediately available funds in U.S. dollars, and each party shall deliver in escrow to the other party's account of Seller designated outside legal counsel the instruments and other documents to be delivered by such party at the Closing. Upon receipt, the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction of the conditions therefor, (i) Buyer shall sign and deliver to Sellers a statement which confirms that the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate Seller at least two (2) business days Business Days prior to the date the funds are required to be transferred hereunder and (ii) each party shall sign and deliver to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to the other party of the instruments and other documents previously delivered in escrow to such legal counsel by such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur on the appointed Closing Date, the funds shall be returned to Buyer, together with all interest earned thereon, and all escrowed instruments and documents shall be returned to the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by Buyer.

Payment of Purchase Price. Buyer will pay (a) No later than four (4) Business Days prior to Sellers an amount equal to the Estimated Purchase Price by wire transferring such amount, in lawful money of the United States of America in immediately available funds, to such account(s) as Sellers shall have designated by notice to Buyer. If the Closing Date is not a business day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Date, APD shall prepare and deliver to Buyer (i) a statement setting forth its good faith estimates of the Closing Net Working Capital (the “Estimated Closing Net Working Capital”), the Closing Cash (the “Estimated Closing Cash”) and the Closing Indebtedness (the “Estimated Closing Indebtedness”), as estimated in accordance with the Accounting Principles together with reasonable documentation supporting the basis of all such calculations (the “Estimated Statement”); and (ii) a funds flow statement consistent with Schedule D and Schedule E including wire transfer instructions (the “Funds Flow Statement”). APD shall in good faith consider any changes requested by Buyer to the Estimated Statement and the Funds Flow Statement. (b) At the Closing, Buyer shall deliver pay, on behalf of the PMD Share Buyers and the PMD Asset Buyers, to the PMD Share Sellers and PMD Assets Sellers as set forth in Schedule D an aggregate amount equal to (i) the Base Purchase Price, (ii) plus the Estimated Purchase Price to Buyer's lead bank Closing Cash, (iii) minus the Estimated Closing Indebtedness and (iv) (A) plus, if the Estimated Closing Net Working Capital exceeds the Reference Net Working Capital, the full amount by which the Estimated Closing Net Working Capital exceeds the Reference Net Working Capital or (B) minus, if the Reference Net Working Capital exceeds the Estimated Closing Net Working Capital, the full amount by which the Reference Net Working Capital exceeds the Estimated Closing Net Working Capital (the "Escrow Agent"aggregate of the foregoing clauses (i), (ii), (iii) and (iv), the “Preliminary Purchase Price”), in immediately available funds in U.S. dollars, and each party shall deliver in escrow to the other party's accounts designated outside legal counsel in the instruments and other documents to be delivered by such party at the Closing. Upon receipt, the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction of the conditions therefor, (i) Buyer shall sign and deliver to Sellers a statement which confirms that the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least two (2) business days prior to the date the funds are required to be transferred hereunder and (ii) each party shall sign and deliver to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to the other party of the instruments and other documents previously delivered in escrow to such legal counsel by such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur on the appointed Closing Date, the funds shall be returned to Buyer, together with all interest earned thereon, and all escrowed instruments and documents shall be returned to the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by BuyerFunds Flow Statement.

Payment of Purchase Price. Buyer will (a) On the Data Transfer Date, the Purchaser and the Vendor shall enter into a Purchase Price Escrow Agreement in the form of the agreement attached herewith as Schedule J (the “Purchase Price Escrow Agreement”), and the Purchaser shall pay to Sellers an amount equal to eight million, seven-hundred and fifty thousand Euros (€8,750,000), by wire transfer to the Estimated escrow agent under the Purchase Price by wire transferring such amount, Escrow Agreement. The amounts deposited into escrow pursuant to this Subsection 3(2)(a) shall be released and paid to the Vendor and/or the Purchaser (as the case may be) in lawful money accordance with the terms of the United States Purchase Price Escrow Agreement. In the event that all conditions of America in immediately available funds, to such account(s) as Sellers shall have designated by notice to Buyer. If Closing set forth herein which are for the Closing Date is not a business day on which financial institutions benefit of the Purchaser are open and operating, then satisfied or waived thereby on or before prior to Closing, the last business day Purchaser shall deliver an executed Release Notice to the Escrow Agent in the form and manner contemplated by Section 5(b) of the Purchase Price Escrow Agreement. In the event that all conditions of Closing set forth herein which are for the benefit of the Vendor are satisfied or waived thereby on which financial institutions or prior to Closing, the Vendor shall deliver an executed Release Notice to the Escrow Agent in the form and manner contemplated by Section 5(b) of the Purchase Price Escrow Agreement. In the event that the conditions of Closing set forth herein are open not satisfied as a result of a breach by either the Purchaser or the Vendor of any of its obligations hereunder, the non-breaching party shall not be required to deliver a Release Notice to the Escrow Agent under the terms of the Purchase Price Escrow Agreement, and operating before in the case where the non-breaching party is the Vendor, and only in such case, the Vendor may deliver a Dispute Notice to the Escrow Agent pursuant to the provisions of Section 5(c) of the Purchase Price Escrow Agreement. The Vendor acknowledges and agrees that a Dispute Notice pursuant to the provisions of Section 5(c) of the Purchase Price Escrow Agreement may only be delivered in the event of a breach by the Purchaser of any of its obligations under this Agreement or the Purchase Price Escrow Agreement and for no other reason whatsoever. (b) On the Closing Date, Buyer the Vendor and the Purchaser shall deliver make a bona fide estimate of the Closing Date Liabilities (the “Estimated Liability Amount”), which Estimated Liability Amount shall form the basis of the downward adjustment of the amount released from escrow pursuant to the Purchase Price to Buyer's lead bank Escrow Agreement. (c) The Vendor acknowledges that the Purchaser shall hold back from the Purchase Price the amount of two hundred and fifty thousand Euros (€250,000) for a period of sixty (60) days from the Closing Date, as security for all of the Vendor’s representations, warranties and covenants hereunder (the "Escrow Agent"“Holdback”). Sixty (60) in immediately available funds in U.S. dollars, and each party shall deliver in escrow to the other party's designated outside legal counsel the instruments and other documents to be delivered by such party at the Closing. Upon receipt, the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction of the conditions therefor, (i) Buyer shall sign and deliver to Sellers a statement which confirms that the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing the interest earned days after the Closing Date until and subject to Section 4(4), the date Purchaser agrees to pay to the funds are transferredVendor the Holdback, by certified cheque or bank draft, less the amount of any Claim (as that term is defined in Section 7(1)) made by the Purchaser as a result of a breach by the Vendor of any representations, warranties and covenants hereunder; provided that the amount of any such Claim so withheld has been finally agreed or determined amongst the Parties or, to an account the extent that Sellers shall designate at least two (2) business days prior to the date the funds are required to be transferred hereunder and (ii) each party shall sign and deliver to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to the other party amount of the instruments and other documents previously delivered in escrow Claim has not been finally agreed or determined between the Parties before the expiry of the sixty (60) day period referred to such legal counsel by such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur on the appointed Closing Dateabove, the funds shall be returned to Buyer, together with all interest earned thereon, and all escrowed instruments and documents shall be returned to amount is a reasonable estimate of the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by BuyerClaim.

Payment of Purchase Price. On or before October 20, 2008, the Buyer will pay to Sellers shall deliver an amount equal to the Estimated Purchase Price by wire transferring such amount, in lawful money minus the sum of the United States of America in immediately available fundsDeposits (the “Prepayment Amount”), to such account(s) as Sellers the Vendor. The Vendor shall hold the Prepayment Amount in accordance with the terms of this Agreement, shall have designated by notice no right to Buyer. If use the Closing Date is not a business day on which financial institutions are open Prepayment Amount except in accordance with the terms of this Agreement and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Date, Buyer shall deliver the Estimated Purchase Price to Buyer's lead bank (the "Escrow Agent") in immediately available funds in U.S. dollars, and each party shall deliver in escrow to the other party's designated outside legal counsel the instruments and other documents to be delivered by such party at the Closing. Upon receipt, the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction of the conditions therefor, (i) Buyer shall sign and deliver to Sellers a statement which confirms that the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least two (2) business days all times prior to the date Equipment Closing Time maintain an amount equal to the funds are required to be transferred hereunder Prepayment Amount in one bank account; and (ii) each party shall sign at all times from the Equipment Closing Time and deliver prior to the other party's designated outside legal counsel a statement which confirms that IP Closing Time maintain the balance of the Prepayment Amount, being [certain information regarding pricing has occurred been intentionally omitted], in one bank account. Any interest earned on the Prepayment Amount or any portion thereof shall be held in trust by the Vendor, for the benefit of the Buyer, and which authorizes shall be disbursed in accordance with the release terms of this Agreement. The Vendor shall provide the Buyer with written confirmation, in form satisfactory to the other party Buyer acting reasonably, upon receipt by the Vendor of the instruments and other documents previously delivered in escrow to such legal counsel by such partyPrepayment Amount. The Escrow Agent Purchase Price will be paid to the Vendor with [certain information regarding pricing has been intentionally omitted]. Once any portion of the Prepayment Amount is applied against the Purchase Price in accordance with the terms of this Agreement, such portion shall refund be deducted from the balance Prepayment Amount and the Vendor shall have no further restrictions on its ability to Buyeruse such portion. If The Deposits shall be applied against the portion of the Purchase Price paid at the Equipment Closing does not occur Time. For greater certainty, the sum of [certain information regarding pricing has been intentionally omitted] of the Prepayment Amount and the Deposits shall be used for and shall constitute full and final payment of that portion of the Purchase Price due and payable to the Vendor at the Equipment Closing Time and [certain information regarding pricing has been intentionally omitted] of the Prepayment Amount shall be used for and shall constitute full and final payment of that portion of the Purchase Price due and payable to the Vendor at the IP Closing Time. At the Equipment Closing Time, any interest earned on the appointed Deposits and on that amount of the Prepayment Amount payable in respect of the Purchase Price at the Equipment Closing Date, the funds shall be returned to Buyer, together with all interest earned thereon, and all escrowed instruments and documents shall be returned to the party who delivered them. The fees and expenses of Escrow Agent Time shall be paid one-half to the Buyer by Sellers and one-half the Vendor. At the IP Closing Time, any interest earned on that amount of the Prepayment Amount payable in respect of the Purchase Price at the IP Closing Time shall be paid to the Buyer by Buyerthe Vendor.

Payment of Purchase Price. Buyer will pay to Sellers an amount equal to the Estimated The Purchase Price by wire transferring such amount, in lawful money of the United States of America in immediately available funds, to such account(s) shall be payable as Sellers shall have designated by notice to Buyer. If the Closing Date is not a business day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Date, Buyer shall deliver the Estimated Purchase Price to Buyer's lead bank (the "Escrow Agent") in immediately available funds in U.S. dollars, and each party shall deliver in escrow to the other party's designated outside legal counsel the instruments and other documents to be delivered by such party at the Closing. Upon receipt, the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction of the conditions therefor, (i) Buyer shall sign and deliver to Sellers a statement which confirms that the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least follows: 3.2.1 Within two (2) business days after the execution of this Agreement by Buyer and Seller, and as a condition precedent to the effectiveness hereof, Buyer shall deposit in escrow with Escrow Holder, in cash or current funds, the sum of Two Hundred Fifty Thousand Dollars ($250,000) (the “Performance Deposit”). Immediately upon Escrow Holder’s receipt of the Performance Deposit (the “Opening of Escrow”) the Performance Deposit shall become nonrefundable, subject to the terms and conditions of this Agreement. Upon expiration of the Due Diligence Period, if Buyer has not previously terminated this Agreement by its terms, then Buyer shall deposit in escrow with Escrow Holder, in cash or current funds, the sum of Two Million Dollars ($2,000,000) (the “Transaction Deposit”), which shall become nonrefundable subject to the terms and conditions of this Agreement. Escrow Holder shall invest the Transaction Deposit in a federally insured interest-bearing account acceptable to Seller and Buyer, with all interest accruing thereon credited to the Purchase Price. For purposes of this Agreement, any interest accruing on the Performance Deposit and the Transaction Deposit from time to time shall be deemed part of the Deposit. The Performance Deposit and the Transaction Deposit are hereinafter collectively referred to as the “Deposit.” Concurrently with the Close of Escrow, the Deposit (including the Performance Deposit) shall be credited toward the Purchase Price. Buyer agrees that in consideration of Seller’s entering into this Agreement with Buyer and providing Buyer with the opportunity to purchase the Property in accordance with the terms and conditions set forth herein, the Performance Deposit shall be deemed earned in full by Seller as of the execution and delivery of this Agreement and, notwithstanding anything stated to the contrary in this Agreement, if this Agreement is terminated by Buyer prior to the date expiration of Due Diligence Period for any reason other than the funds are required occurrence of damage or destruction to be transferred hereunder and (ii) each party shall sign and deliver to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to the other party any portion of the instruments and other documents previously delivered Property or condemnation to any portion of the Property that permits Buyer to terminate this Agreement pursuant to Section 5.4 herein, or the failure of the condition set forth in escrow to such legal counsel by such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur on the appointed Closing DateSection 7.1(f), the funds Performance Deposit shall be delivered to Seller and the Transaction Deposit shall be returned to Buyer. Buyer acknowledges and agrees that Seller would not have entered into this Agreement with Buyer and provided Buyer with the opportunity to acquire the Property in accordance with the terms and conditions of this Agreement but for Buyer’s agreement to treat the Performance Deposit in the manner provided in this Section 3.2.1. 3.2.2 Provided all the conditions in Section 7.1 hereof have been satisfied or waived by Buyer, together Buyer shall deposit in cash or current funds with Escrow Holder no later than 1:00 p.m. (California time) one (1) business day prior to the Closing Date (as defined in Section 1.1(b) hereof) an amount equal to the Purchase Price less the Deposit and all interest earned thereon, and all escrowed instruments and documents shall be returned accrued thereon plus or minus applicable prorations pursuant to the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by BuyerSection 10 hereof.

Payment of Purchase Price. Buyer will pay to Sellers an amount equal to the Estimated Purchase Price by wire transferring such amount, in lawful money of the United States of America in immediately available funds, to such account(s(a) as Sellers shall have designated by notice to Buyer. If the Closing Date is not a business day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before On the Closing Date, Buyer Purchaser shall deliver to the Estimated Selling Stockholder the Purchase Price to Buyer's lead bank less the Escrow Amount and the Set Aside Amount (the "Escrow Agent") in “Closing Date Payment”), which Closing Date Payment shall be paid to the Selling Stockholder by wire transfer of immediately available funds in U.S. dollars, and each party shall into an account designated by the Selling Stockholder. (b) Purchaser agrees to deliver in escrow the Escrow Amount to the other party's designated outside legal counsel the instruments and other documents to be delivered by such party Escrow Agent at the Closing. Upon receipt, by wire transfer or delivery of other immediately available funds for deposit into an escrow account maintained by the Escrow Agent (the “Escrow Account”). (c) Purchaser agrees to deliver the Set Aside Amount to the Selling Stockholder, which shall invest be paid to the Estimated Purchase Price in an interest-bearing account mutually agreed upon Selling Stockholder by Sellers wire transfer of immediately available funds into the Set Aside Account. (d) Purchaser agrees that, from and Buyer. At Closing, upon satisfaction of the conditions therefor, (i) Buyer shall sign and deliver to Sellers a statement which confirms that the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferredDate, to an account that Sellers shall designate at least two (2) business days prior it will pay to the date Selling Stockholder any amounts collected from the funds are required to be transferred hereunder and Aged Accounts Receivable within ten (ii10) days of collection by Purchaser or the Company. (e) For a period of fifteen (15) years beginning with the calendar year ended December 31, 2008, within sixty (60) days of the end of each party such calendar year, Purchaser shall sign and deliver pay to the other party's designated outside legal counsel Selling Stockholder the Annual Royalty based on the Annual Revenues for such calendar year received by Purchaser on the sale of Jumper Deployment Equipment and Jumper Deployment Services that infringe a statement which confirms that Closing has occurred and which authorizes the release to the other party valid patent claim of a Jumper Deployment Patent. The payment of the instruments and other documents previously delivered in escrow to such legal counsel by such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur on the appointed Closing Date, the funds Annual Royalty shall be returned to Buyer, together with all interest earned thereon, and all escrowed instruments and documents shall be returned to the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by Buyermade based solely on patent protection.

Payment of Purchase Price. Buyer will pay to Sellers an amount equal to At the Estimated Closing, the Purchase Price by wire transferring such amount, in lawful money (less any amounts credited against the Purchase Price pursuant to Section 2.08 and less the aggregate value of the United States Vacation Time as set forth in the Vacation Time Schedule) shall be delivered by the Buyer Parties to Seller and shall consist of America in immediately available fundsa combination of the following, to such account(sas determined by the Buyer Parties: (a) as Sellers shall have designated by notice to Buyer. If the Closing Date is not a business day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Date, Buyer shall deliver the Estimated Purchase Price to Buyer's lead bank (the "Escrow Agent") cash in immediately available funds in U.S. dollars, and each party shall deliver in escrow by wire transfer to the other party's designated outside legal counsel the instruments and other documents to be delivered by such party at the Closing. Upon receiptaccount of Seller, the Escrow Agent wire transfer instructions for which Seller shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction of the conditions therefor, (i) provide to Buyer shall sign and deliver to Sellers a statement which confirms that the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least no later than two (2) business days prior to the date Closing Date; (b) a promissory note made by Buyer and payable to Seller substantially in the funds are required form of Exhibit B (the “Promissory Note”); provided, however, that the original principal amount of the Promissory Note shall not exceed forty percent (40%) of the total Purchase Price and Buyer’s obligations under the Promissory Note shall be guaranteed by each of the Shareholders pursuant to the form of Unconditional Guaranty attached hereto as Exhibit C (the “Guaranty”) and Buyer’s obligations under the Promissory Note shall be secured by the Purchased Assets pursuant to the form of Security Agreement attached hereto as Exhibit D (the “Security Agreement”); and (c) a number of common shares of Seller (“Shares”) owned (of record or beneficially) solely by a Shareholder or by a trust for the benefit of a Shareholder (such Shares referred to as the “Shareholder Shares”) tendered by the Shareholders at Closing and accepted by Seller in accordance with the procedures set forth in Section 2.09, the value of each such Shareholder Share to be transferred hereunder and (ii) each party shall sign and deliver equal to the other party's designated outside legal counsel a statement which confirms that Closing has occurred average closing price of the Shares on the New York Stock Exchange (the “Exchange”) on the third, fourth and which authorizes the release fifth business days prior to the other party of the instruments and other documents previously delivered in escrow to such legal counsel by such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur on the appointed Closing Date, the funds shall aggregate value of the Shareholder Shares so tendered to be returned to Buyer, together with all interest earned thereon, and all escrowed instruments and documents shall be returned to credited against the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by BuyerPurchase Price.

Payment of Purchase Price. Buyer will pay to Sellers an An amount equal to ninety-three percent (93%) of the Estimated Purchase Price or Alternate Purchase Price, as the case may be (the "Cash Portion of the Purchase Price"), shall be paid by Purchaser to Seller by wire transferring such amount, in lawful money transfer of immediately available funds to Seller's designated account(s) on the Date of Closing. The balance of the United States of America in immediately available funds, to such account(s) as Sellers shall have designated by notice to Buyer. If the Closing Date is not a business day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Date, Buyer shall deliver the Estimated Purchase Price or Alternate Purchase Price, as the case may be (the "Indemnity Fund"), shall be deposited on the Date of Closing with a financial institution which is reasonably acceptable to Buyer's lead bank Purchaser and selected by Seller (the "Escrow Agent") in immediately available funds in U.S. dollars, and each party shall deliver to be held in escrow pursuant to a Post Closing Escrow Agreement in substantially the other party's designated outside legal counsel form of Exhibit D attached hereto (the instruments and other documents to "Post Closing Escrow Agreement"). The Indemnity Fund shall be delivered by such party at held for a period of six (6) months after the Closing. Upon receipt, the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Date of Closing, upon satisfaction of which period is subject to increase as provided for in Section 2.4(g) hereof (the conditions therefor"Hold Back Period"), to protect Purchaser with respect to (i) Buyer shall sign the matters as to which Seller, Shareholder and deliver to Sellers a statement which confirms that the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least two (2) business days prior to the date the funds Licensee are required to be transferred indemnify Purchaser against hereunder pursuant to the provisions of ARTICLE 11 hereof, and (ii) each party shall sign and deliver any reduction in the Purchase Price or Alternate Purchase Price, as the case may be, pursuant to the other party's designated outside legal counsel a statement which confirms that Closing has occurred provisions of Section 2.4 hereof. The Indemnity Fund, less (x) the amount of all claims validly made by the Purchaser for indemnification and which authorizes determined to be payable pursuant to ARTICLE 11 hereof, (y) the release amount of any reduction in the Purchase Price or Alternate Purchase Price, as the case may be, pursuant to the other party provisions of the instruments Section 2.4 hereof, and other documents previously delivered in escrow to such legal counsel by such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur (z) any interest or income on the appointed Closing Dateamounts specified in items (x) and (y), the funds shall be returned to Buyer, together with all interest earned thereon, and all escrowed instruments and documents shall be returned to the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by Buyerto Seller together with any interest or income thereon on the business day immediately following the expiration of the Hold Back Period.

Payment of Purchase Price. (a) Buyer shall pay the portion of the Purchase Price set forth in Section 2.2(e) (each a “Payment Date Amount”) to Seller (or to Seller’s designee) for each Sale System on the date specified in the applicable Sale Notice (the “Payment Date”), which shall not be later than the Business Day immediately prior to the Transfer Date. (b) If Seller has any objections to the Payment Date Amount or the Purchase Price within 20 days following the delivery of a Sale Notice (whether or not payment for such Sale Systems was made on the Payment Date and whether or not the Transfer Date has occurred) Seller will deliver to Buyer a statement setting forth its objections thereto (an “Objections Statement”), which statement will identify in reasonable detail those items and amounts to which Seller objects (the “Disputed Items”). After the delivery of an Objections Statement, a meeting shall be held promptly between the Parties, attended by representatives of the Parties with decision-making authority regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute and each Disputed Item. If the Parties do not reach a final resolution within 20 days after the delivery of the Objections Statement to Buyer, Seller and Buyer will submit any unresolved Disputed Items to an independent national accounting, consulting or valuation firm mutually agreeable to Buyer and Seller (the “Arbiter”). In the event the Parties submit any unresolved Disputed Items to the Arbiter, each Party will submit a Sale Notice which in the case of each Party may be a Sale Notice that, with respect to the unresolved Disputed Items (but not, for the avoidance of doubt, with respect to any other items), is different than (but not more favorable to the submitting Party than) the Sale Notice initially submitted to Seller or the Objections Statement delivered to Buyer, as applicable) together with such supporting documentation as it deems appropriate, to the Arbiter within 20 days after the date on which such unresolved Disputed Items were submitted to the Arbiter for resolution, it being agreed that the Parties will make their respective submission contemporaneously, and with a copy to the other Party. Seller and Buyer will use their respective commercially reasonable efforts to cause the Arbiter to resolve all Disputed Items submitted to it as soon as practicable, but in any event within 30 days after the date on which the Arbiter receives the Sale Notices prepared by Seller and Buyer. Seller and Buyer will not engage in any ex parte communication with the Arbiter. The Arbiter will resolve such dispute by choosing, in its entirety, the Sale Notice proposed by either Seller or Buyer, and will make no other resolution of such dispute (including by combining elements of the Sale Notices submitted by both Parties). The Sale Notice selected by the Arbiter will be final, binding and non-appealable by the Parties hereto. Each Party will 10 DM_US 157179328-13.085887.0029 bear its own costs and expenses in connection with the resolution of such dispute by the Arbiter. The costs and expenses of the Arbiter will be paid by the party whose Sale Notice is not chosen by the Arbiter in its resolution of the dispute. (c) To the extent that the resolution of the Payment Date Amount, as determined through negotiation of the Parties or by an Arbiter is greater than the Payment Date Amount that was actually paid to Seller on the applicable Payment Date, then Buyer shall pay to Sellers Seller an amount equal to the Estimated Purchase Price by wire transferring such amount, in lawful money difference within five (5) Business Days of the United States of America in immediately available funds, to such account(s) as Sellers shall have designated by notice to Buyer. If the Closing Date is not a business day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Date, Buyer shall deliver the Estimated Purchase Price to Buyer's lead bank (the "Escrow Agent") in immediately available funds in U.S. dollars, and each party shall deliver in escrow to the other party's designated outside legal counsel the instruments and other documents to be delivered by such party at the Closing. Upon receipt, the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction of the conditions therefor, (i) Buyer shall sign and deliver to Sellers a statement which confirms that the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least two (2) business days prior to the date the funds are required to be transferred hereunder and (ii) each party shall sign and deliver to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to the other party of the instruments and other documents previously delivered in escrow to such legal counsel by such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur on the appointed Closing Date, the funds shall be returned to Buyer, together with all interest earned thereon, and all escrowed instruments and documents shall be returned to the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by Buyerdetermination thereof.

Payment of Purchase Price. Buyer will pay to Sellers an amount equal to the Estimated The Purchase Price shall be paid as follows: (a) Purchaser will deliver to Seller at Closing cash (by cashier’s check or wire transferring such amount, in lawful money of the United States of America in immediately available funds, to such account(s) as Sellers shall have designated by notice to Buyer. If the Closing Date is not a business day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Date, Buyer shall deliver the Estimated Purchase Price to Buyer's lead bank (the "Escrow Agent"transfer) in immediately available funds in U.S. dollars, and each party shall deliver in escrow to the other party's designated outside legal counsel the instruments and other documents to be delivered by such party at the Closing. Upon receipt, the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction amount of the conditions therefor, (i) Buyer shall sign Twenty-Four Million Five Hundred Thousand and deliver to Sellers a statement which confirms that 00/100 Dollars ($24,500,000.00) minus the Closing has occurred amount of the Xxxxxxx Money and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase PriceAdditional Xxxxxxx Money (each as hereinafter defined), plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least two (2) business days prior to the date the funds are required to be transferred hereunder and (ii) each party shall sign plus or minus, as the case may be, the amount of the Working Capital Adjustment (as hereinafter defined) and (iii) minus the amount of 2003 Accrued Ad Valorem Taxes determined pursuant to Section 2.5. (b) Purchaser will deliver to the Bank Group at Closing a series of secured subordinated promissory notes, on substantially the terms set forth on Schedule 2.2, in the aggregate amount of Three Million and 00/100 Dollars ($3,000,000.00) payable on the five-year anniversary of the Closing, with interest-only payments made quarterly at twelve percent (12%) per annum (the “Promissory Notes”). (c) Purchaser will assume the Assumed Liabilities. (d) In the event that Purchaser or Seller makes a payment for which it is entitled to reimbursement through the determination of the Working Capital Adjustment pursuant to Section 2.4 hereunder, but such payment is not included appropriately in the Working Capital Adjustment, Purchaser or Seller, as the case may be, shall be reimbursed by the other party's designated outside legal counsel party promptly, but in no event later than thirty (30) days after the presentation of a statement which confirms that Closing has occurred and which authorizes setting forth the release amount of the reimbursement requested with all such supporting evidence as is reasonably necessary to calculate the amount of such reimbursement. Notwithstanding the prior sentence, all requests for reimbursement must be submitted to the other party of not later than ninety (90) days after the instruments and other documents previously delivered in escrow to such legal counsel by such party. The Escrow Agent shall refund the balance to BuyerClosing Date. If the Closing does not occur on the appointed Closing DateSeller is unable to pay any such amounts to Purchaser, the funds then Purchaser shall be returned entitled to Buyer, together with all set off such amounts against the principal amount of (and accrued interest earned thereon, and all escrowed instruments and documents on) the Promissory Notes. (e) Any disputes arising out of this Section 2.2 shall be returned to resolved by the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by BuyerBankruptcy Court.

Payment of Purchase Price. Buyer will At the Time of Closing, the Purchaser shall satisfy and pay the Purchase Price to Sellers the Vendors and NAGE as follows: Travelbyus-IT shall deliver to International Tours a certified cheque or bank draft representing the International Tours Cash Component less US$83,333 previously advanced as and by way of a deposit pursuant to the LOI and less US$33,333 on account of the Holdback; Travelbyus-GalaxSea shall deliver to GalaxSea a certified cheque representing the GalaxSea Purchase Price less the sum of US$35,000 previously advanced as and by way of a deposit pursuant to the LOI and less US$33,333 on account of the Holdback; (a) Travelbyus-IT shall deliver to NAGE a certified cheque or bank draft representing the IT Cruise Cash Component less US$131,667 previously advanced as and by way of a deposit pursuant to the LOI and less 17 - US$33,334 on account of the Holdback; (b) Travelbyus-IT shall deliver to International Tours share certificates representing the International Tours Stock Component and International Tours shall forthwith deposit such share certificates with the Escrow Agent pursuant to the Closing Escrow Agreement; (c) Travelbyus-IT shall deliver to NAGE share certificates representing the IT Cruise Stock Component and NAGE shall forthwith deposit such share certificates with the Escrow Agent pursuant to the Closing Escrow Agreement; (d) the Purchaser shall deliver to the applicable Vendor a certified cheque or bank draft in the amount of the prepaid deposits listed on Schedules 1.1(t)(ii) and 1.1(ff)(ii) against delivery to the Purchaser by the Vendors of a certified cheque or bank draft in the amount of the prepaid fees listed on Schedules 2.2(a)(i) and 2.2(a)(ii); and In addition to payment of the Purchase Price, the Purchaser shall deliver to GalaxSea, International Tours IT Cruise and NAGE, as applicable, certified cheques or bank drafts in an amount equal to the Estimated Purchase Price payment made by wire transferring such amountany of them after September 30, in lawful money of the United States of America in immediately available funds1999 for expenses accruing and paid after September 30, to such account(s) as Sellers shall have designated by notice to Buyer. If the Closing Date is not a business day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Date, Buyer shall deliver the Estimated Purchase Price to Buyer's lead bank (the "Escrow Agent") in immediately available funds in U.S. dollars, and each party shall deliver in escrow 1999 relating to the other party's designated outside legal counsel the instruments and other documents to be delivered by such party at the Closing. Upon receiptInternational Tours Business, the Escrow Agent shall invest GalaxSea Business and the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction of the conditions therefor, (i) Buyer shall sign and deliver to Sellers a statement which confirms that the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least two (2) business days prior to the date the funds are required to be transferred hereunder and (ii) each party shall sign and deliver to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to the other party of the instruments and other documents previously delivered in escrow to such legal counsel by such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur on the appointed Closing Date, the funds shall be returned to Buyer, together with all interest earned thereon, and all escrowed instruments and documents shall be returned to the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by BuyerIT Cruise Business.

Payment of Purchase Price. Buyer will pay At Closing, the Purchase Price shall be payable to Sellers an amount equal Seller at the time and in the manner hereinafter set forth: (a) (_) The Purchase Price, as adjusted pursuant to the Estimated Purchase Price terms of this Agreement, shall be paid to Seller at Closing (as that term is hereinafter defined in Section V below) by cash, wire transferring such amounttransfer or cashier's check. (b) (_) General real estate taxes and assessments, in lawful money insurance, utility charges, fees and assessments, not otherwise allocated under Section IV(c), if any, shall be prorated as of the United States of America in immediately available funds, to such account(s) as Sellers shall have designated by notice to Buyer. If the Closing Date is not a business day (as hereinafter defined). General real estate taxes shall be prorated on which financial institutions are open and operating, then on or before the basis of the last business day available assessed valuation issued for the Property and upon the last available tax rates and tax equalizer appearing on which financial institutions the most recent tax xxxx; provided, -------- however, that at the request of either party the parties will promptly re-prorate when actual tax bills are open and operating before issued on the basis of such actual tax bills. (c) The Closing shall take place on the Closing DateDate through a so- called "New York" style escrow with the Title Company pursuant to separate written instructions of Seller and Purchaser, Buyer if required by the Title Company. Seller shall deliver pay all release fees, all state and county transfer taxes (unless the Estimated Purchase Price transaction is exempt from such taxes at the time of Closing), all state and county deed stamps, all capital gains taxes, all "roll back" or similar taxes applicable to Buyer's lead bank (a change in use of the Property, one-half of the escrow fee, one-half of the cost for the "Escrow Agent") in immediately available funds in U.S. dollarsNew York" style closing, and each party all other closing costs and expenses customarily charged to sellers of real property in the local area. In addition, Seller shall deliver pay all costs of obtaining the title insurance and survey described below in escrow to Section VI and for the other party's designated outside legal counsel the instruments title policy and other documents related title endorsements to be delivered by to Purchaser at Closing under the terms of this Agreement. Purchaser shall pay all recording fees for the deed, the remaining one-half of the escrow fee, the remaining one-half of the cost for the "New York" style closing, any local transfer taxes (unless the transaction is exempt from such party taxes at the time of Closing. Upon receipt, the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction of the conditions therefor, (i) Buyer shall sign and deliver to Sellers a statement which confirms that the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least two (2) business days prior to the date the funds are required to be transferred hereunder and (ii) each party shall sign and deliver to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to the other party of the instruments and other documents previously delivered in escrow to such legal counsel by such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur on the appointed Closing Date, the funds shall be returned to Buyer, together with all interest earned thereon), and all escrowed instruments and documents shall be returned to the party who delivered them. The fees other costs and expenses not being paid by Seller which are normally charged to purchasers of Escrow Agent shall be paid one-half by Sellers and one-half by Buyerreal property in the local area.

Payment of Purchase Price. Buyer (a) The purchase price to be paid by TJC for the Assets (the “Purchase Price”) is Five Million Eight Hundred Thousand and No/100 ($5,800,000.00), subject to adjustment as set forth in Section 4(d); (b) TJC will pay to Sellers an Seller the amount equal to the Estimated Purchase Price of $5,600,000.00 in cash by bank wire transferring such amount, in lawful money of the United States of America in immediately available funds, to such account(s) as Sellers shall have designated by notice to Buyer. If transfer on the Closing Date is not a business day on which financial institutions are open and operating, then on or before less the last business day on which financial institutions are open and operating before the Closing Date, Buyer shall deliver the Estimated Purchase Price to Buyer's lead bank (the "Escrow Agent") in immediately available funds in U.S. dollars, and each party shall deliver in escrow to the other party's designated outside legal counsel the instruments and other documents to be delivered by such party at the Closing. Upon receipt, the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction of the conditions therefor, following items: (i) Buyer shall sign any amounts to be paid to third parties in connection with the satisfaction of liens or security interests affecting the Assets; (ii) any amounts required to be paid to the landlords in connection with the assignment of the Leases; (iii) the Prepayment Balance for each location of the Subject Franchises on account of all packages sold between March 25, 2022 and deliver to Sellers a statement which confirms that the Closing; and (iv) any outstanding or accrued royalties, advertising contributions and other fees under the Franchise Agreements through the Closing has occurred and which instructs (collectively, the Escrow Agent “FA Fees”); (c) Subject to transfer Section 4(d) below, the $200,000.00 balance of the Purchase Price (the “Purchase Price Balance”) shall be paid by TJC to Sellers the funds representing the Estimated Purchase Price, plus an amount representing the interest earned Seller ninety (90) calendar days after the Closing Date until (the date “Purchase Price Balance Due Date”); and (d) Within ninety (90) days after the funds are transferredClosing, the Purchase Price Balance shall be adjusted by appropriate pro-rations for rent, state and local real estate taxes and transfer taxes, sales tax, service and utility contracts, any merchant card collections on account of the Subject Franchises only for periods after the Closing, balance of any security deposit held by the landlord under the Leases that transfers to an account that Sellers shall designate at least two (2) business days TJC, FA Fees, Prepayment Balance, if applicable, and payroll and employee related payments related to the Subject Franchises in respect of periods prior to Closing (the date “Adjustments”). The Parties shall cooperate to determine the funds are required amounts of the Adjustments, and shall make available such books, records, financial information and supporting data as necessary to be transferred hereunder determine the Adjustments. The Parties agree to use commercially reasonable efforts to determine amounts within sixty (60) days after the Closing and (ii) each party shall sign and deliver to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to reimburse the other party as necessary and as detailed below. The agreed amount of the instruments and other documents previously delivered Adjustments shall be documented by a written calculation signed by the Parties hereto (the “Adjustment Agreement”). In the event that the Parties agree that the Adjustments in escrow favor of Seller are greater than the Adjustments in favor of TJC, TJC shall remit the net amount of Adjustments to such legal counsel by such party. The Escrow Agent shall refund Seller along with the balance to Buyer. If remittance of the Closing does not occur Purchase Price Balance on the appointed Closing Purchase Price Balance Due Date. In the event that the Parties agree that the Adjustments in favor of TJC are greater than the Adjustments in favor of Seller, the funds Purchase Price Balance shall be returned to Buyer, together with all interest earned thereon, and all escrowed instruments and documents shall be returned to reduced by the party who delivered them. The fees and expenses net amount of Escrow Agent shall be paid one-half by Sellers and one-half by Buyerthe Adjustments.

Payment of Purchase Price. Buyer will pay to Sellers an amount equal to the Estimated Purchase Price by wire transferring such amount, in lawful money of the United States of America in immediately available funds, to such account(s) as Sellers shall have designated by notice to Buyer. If the Closing Date is not a business day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Date, Buyer shall deliver the Estimated Purchase Price to Buyer's lead bank (the "Escrow Agent") in immediately available funds in U.S. dollars, and each party shall deliver in escrow to the other party's designated outside legal counsel the instruments and other documents to be delivered by such party at At the Closing. Upon receipt, the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction of the conditions therefor, (i) Buyer shall sign and deliver to Sellers a statement the Company an amount equal to the Third Party Indebtedness as set forth on Schedule 1.4, (ii) the Company shall (A) pay each option holder such option holder's cash out price, less in the case of each Seller, such Seller's pro rata share (in accordance with each Seller's percentage interest set forth in Exhibit B hereto) of the Initial Escrow Amount, which confirms that the Closing has occurred and which instructs Company shall deliver to the Escrow Agent and (B) pay off the Third Party Indebtedness, (iii) Buyer shall deliver to transfer a payment agent to Sellers be mutually agreed to (the funds representing "Payment Agent") the Estimated balance of the Purchase PricePrice that has not been paid pursuant to clause (i) above, (iv) Payment Agent shall (A) deliver to the Company the cash out price of the options before tax and escrow withholdings as set forth on Schedule 1.5, (B) deliver to the Escrow Agent each Seller's pro rata share (in accordance with each Seller's percentage interest set forth in Exhibit B hereto) of the Initial Escrow Amount unless previously withheld pursuant to clause (ii) above, (C) deliver to each warrant holder such warrant holder's cash out price less such warrant holder's pro rata share (in accordance with each warrant holder's percentage interest set forth in Exhibit B hereto) of the Initial Escrow Amount, which Payment Agent shall deliver to the Escrow Agent, (D) deliver to Saugatuck the amount of any costs and expenses incurred by it in connection with the transactions contemplated hereby plus an amount representing the interest earned $75,000 to pay for any transaction costs and expenses incurred after the Closing Date until (and to pay at the date end of the funds are transferred, indemnity period specified in Section 8.4 each option holder who is not a Seller such option holder's pro rata share of any Additional Escrow Amounts without regard to an account that Sellers shall designate at least two (2whether any indemnity claims have been paid and without regard to whether any Escrow Amount remains with the Escrow Agent) business days prior to the date the funds are required to be transferred hereunder and (iiE) each party shall sign and deliver to the other partyeach Seller such Seller's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to the other party pro rata share of the instruments balance of the Purchase Price (in accordance with each Seller's percentage interest set forth in Schedule 1.1) and other documents previously delivered in escrow to such legal counsel by such party. The Escrow Agent (v) Saugatuck shall refund pay all the balance to Buyer. If the Closing does not occur on the appointed Closing Date, the funds shall be returned to Buyer, together with all interest earned thereon, and all escrowed instruments and documents shall be returned to the party who delivered them. The fees costs and expenses of Escrow Agent shall be paid one-half incurred by Sellers and one-half by Buyerit in connection with the transactions contemplated hereby.

Payment of Purchase Price. Buyer will pay to Sellers an amount equal to the Estimated The Purchase Price shall be payable as follows: of Purchase Price 1.3.1 On the Effective Date, Buyer shall deliver to Escrow Holder (as defined below), by wire transferring such amounttransfer, in lawful money the sum of Fourteen Million Dollars ($14,000,000.00) (the United States of America in immediately available funds, to such account(s) as Sellers shall have designated by notice to Buyer"Deposit"). If the purchase and sale contemplated by this Agreement is consummated, then the Deposit shall be credited against the Purchase Price and paid to Seller at the Closing. If the purchase and sale contemplated by this Agreement fails to occur, the Deposit shall be remitted to Seller or Buyer, as appropriate, in accordance with the provisions of this Agreement. The Escrow Holder shall be authorized to invest the Deposit in such reasonable manner as Buyer may direct (subject to Seller's reasonable approval); provided, however, that from and after March 16, 1998, the Escrow Holder shall invest the Deposit only in such manner as will allow Escrow Holder to disburse the Deposit on two (2) days' notice. Due to the magnitude of the Deposit, the parties agree that all interest or other earnings on the Deposit shall not become part of the Deposit, but shall be either applied to the Purchase Price or refunded and disbursed to Buyer regardless of the party who becomes entitled to the Deposit pursuant to any other provisions of this Agreement. 1.3.2 Buyer shall be credited with the balance of the principal, interest and other amounts due and/or accrued as of the Closing Date (the "Indebtedness") under those certain loan agreements affecting the Owned Properties and described on Exhibit H (the "Loans"). Buyer shall assume the Indebtedness (subject to the terms of the Indebtedness) effective as of the Closing Date and Seller shall pay any fees or other lender-imposed charges relating to such assumption (the "Assumption Fees"). Notwithstanding the foregoing, if a lender's consent is required in connection with the Closing and such consent is not a business day on which financial institutions are open and operatingobtained by Closing, then on or before Buyer shall pay the last business day on which financial institutions are open and operating before Indebtedness 1.3.3 Prior to the Closing Date, Buyer shall deliver deposit into Escrow the Estimated Purchase Price to Buyer's lead bank (the "Escrow Agent") in immediately available funds in U.S. dollars, and each party shall deliver in escrow to the other party's designated outside legal counsel the instruments and other documents to be delivered by such party at the Closing. Upon receipt, the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction balance of the conditions therefor, (i) Buyer shall sign and deliver to Sellers a statement which confirms that the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing subject to adjustment by reason of any applicable prorations and the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least two (2) business days prior to the date the funds are required to be transferred hereunder and (ii) each party shall sign and deliver to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to the other party allocation of the instruments and other documents previously delivered in escrow to such legal counsel by such partyclosing costs described below. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur on the appointed Closing Date, the funds deposit required by this Section 1.3.3 shall be returned to Buyer, together with all interest earned thereon, and all escrowed instruments and documents shall be returned to the party who delivered them. The fees and expenses made by wire transfer of Escrow Agent shall be paid one-half by Sellers and one-half by Buyerfederal funds or in another immediately available form.

Payment of Purchase Price. Buyer will pay to Sellers an amount equal (a) The Purchase Price shall be paid in the form of shares (the "Purchaser Shares") of Purchaser's common stock, par value $.001 per share (the "Purchaser Common Stock"), which shares shall be valued at the average of the closing trading prices of Purchaser's Common Stock on the Nasdaq SmallCap National Market for the ten (10) trading days immediately prior to the Estimated Effective Date. The Purchaser Shares issued shall be registered when issued under the Securities Act of 1933, as amended (the "Securities Act"). (b) The Purchase Price by wire transferring such amount, in lawful money shall be paid as follows: (i) 80% of the United States Purchaser Shares shall be issued at Closing; and (ii) 20% of America in immediately available funds, to such account(sthe Purchaser Shares shall be deposited (the "Escrow Deposit") as Sellers shall have designated by notice to Buyer. If the Closing Date is not with a business day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Date, Buyer shall deliver the Estimated Purchase Price to Buyer's lead bank mutually acceptable escrow agent (the "Escrow Agent") in immediately available funds in U.S. dollars, and each party shall deliver in escrow pursuant to the other party's designated outside legal counsel terms of an escrow agreement (the instruments "Escrow Agreement") by and other documents among Purchaser, Seller, the Shareholders and the Escrow Agent. The Escrow Deposit shall be distributed as follows: (A) upon receipt of written notice from the Purchaser that all liens set forth as liens to be delivered by such party at released in connection with the Closing. Upon receiptAcquisition on SCHEDULE 1.3 attached hereto have been released, the Escrow Agent shall invest distribute 50% of the Estimated Escrow Deposit to Seller; (B) upon receipt of written notice executed by Purchaser and Seller setting forth the determination of the Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closingadjustment pursuant to Section 1.4(b) above, upon satisfaction the Escrow Agent shall distribute to Purchaser the number of shares the value of which equals any downward adjustment of the conditions therefor, Purchase Price (iwith such shares being valued in the same manner as set forth in Section 1.5(a) Buyer shall sign and deliver to Sellers a statement above; and (C) within five (5) business days after the date which confirms that is eighteen (18) months after the Closing has occurred and which instructs Date, Purchaser shall instruct the Escrow Agent to transfer disburse to Sellers the funds representing Seller from the Estimated Purchase PriceEscrow Deposit that number of Purchaser Shares remaining after reducing such number of shares by the number of shares the value of which equals the aggregate amount of any and all damages awarded to Purchaser as of such date pursuant to the provisions of this Agreement as a result of any breach of the Seller's and/or Shareholders' representations and warranties contained in this Agreement, plus an amount representing the interest earned after the Closing Date until provided, that Purchaser shall give prompt notice of any such breach to Seller and allow Seller and Shareholders ten (10) days from the date of such notice to cure such breach, so long as the funds are transferred, to an account that Sellers shall designate at least two (2) business days prior to the date the funds are required to be transferred hereunder and (ii) each party shall sign and deliver to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to the other party of the instruments and other documents previously delivered in escrow to such legal counsel by such party. The Escrow Agent shall refund the balance to Buyer. If the Closing ten-day cure period does not occur on the appointed Closing Date, the funds detrimentally affect Purchaser. Such shares shall be returned to Buyer, together with all interest earned thereon, and all escrowed instruments and documents shall be returned to valued in the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by Buyersame manner as set forth in Section 1.5(a) above.

Payment of Purchase Price. For each Bloom System for which Buyer has submitted a Purchase Order: (a) Seller shall invoice Buyer for payment of the Purchase Price for such Bloom System as follows: (i) upon the Physical Delivery Date of the Bloom System, [***] of the Purchase Price (including 100% of the Taxes included in the Purchase Price) for each Bloom System for which Physical Delivery has occurred; and (ii) upon Commencement of Operations for the Facility into which each Bloom System is incorporated, [***] of the Purchase Price (excluding all Taxes included in the Purchase Price) for such Bloom System. (b) Each invoice shall include the following information for each applicable Bloom System: (i) the Site on which the Bloom System is installed or will be installed; (ii) the serial number, Baseload Capacity and purchase order number; (iii) the Purchase Price, including details of (x) all amounts previously paid towards or credited against the Purchase Price, and (y) all amounts remaining due and payable on the Purchase Price; (iv) the Physical Delivery Date or expected Physical Delivery Date, as applicable; (v) the date of Delivery or expected date of Delivery, as applicable; (vi) for each invoice provided upon Commencement of Operations for a Facility, a copy of the written certification by the Independent Engineer for that Facility as required by paragraph (g) of the definition of ‘Commencement of Operations’; and (vii) such other information as Buyer may reasonably request. (c) Buyer shall pay all state and local sales, use or other transfer Taxes required to Sellers an amount equal be paid by Buyer and attributable to the Estimated transfer of the Bloom System to Buyer, except that Seller shall be responsible for and pay any Taxes arising as a result of any components of such Bloom Systems or any Bloom Systems being acquired from a source outside of the United States. (d) Payments of the portion of Purchase Price set forth in Section 2.2(a)(i) for a Bloom System shall be payable on the date of receipt by wire transferring Buyer of an invoice pursuant to Section 2.2(a)(i) with respect to such amountBloom System and must be paid no later than the date that is [***] Business Days following both (i) the first Funding Date for such Bloom System following Physical Delivery of such Bloom System, and (ii) the date of certification to Buyer that on the date of Physical Delivery of such Bloom System, the Bloom System Purchase Conditions were true and correct. Interest shall accrue daily on sums not paid by the latter of the dates set forth in lawful money the preceding clauses (i) and (ii), at the lesser of a monthly rate of one and five-tenths percent (1.5%) or the highest rate permissible by law on the unpaid balance. (e) Final payments of the Purchase Price set forth in Section 2.2(a)(ii) shall be payable on the date of receipt by Buyer of an invoice pursuant to Section 2.2(a)(ii) with respect to a Bloom System and must be paid no later than the date that is [***] Business Days following the latest of (i) the next Funding Date following the receipt by Buyer of an invoice pursuant to Section 2.2(a)(ii) with respect to such Bloom System, (ii) the date of funding of the portion of the final payment of the Purchase Price set forth in Section 2.2(a)(ii) that is to be funded under the Loan Agreement with respect to such Bloom System and (iii) the date of certification to Buyer that Commencement of Operations of the Facility into which such Bloom System is incorporated has occurred. Interest shall accrue daily on sums not paid by the latest of the dates set forth in the preceding clauses (i), (ii) and (iii), at the lesser of a monthly rate of one and five-tenths percent (1.5%) or the highest rate permissible by law on the unpaid balance. (f) If Buyer defaults in any payment when due for any Bloom System (other than with respect to amounts being disputed in good faith), Seller may, on not less than five (5) Business Days prior notice to Buyer, at its option and without prejudice to its other remedies, (i) suspend performance of its obligations hereunder for such Bloom System, or defer delivery of such Bloom System to Buyer and (ii) require that (until all such outstanding payment defaults have been cured) the payment of the portion of the Purchase Price for future Bloom Systems required under Section 2.2(a)(ii) above be made immediately prior to the delivery of such Bloom System, but Seller shall not be able to otherwise suspend performance of its obligations hereunder for other Bloom Systems for which no such default exists. (g) Seller shall promptly pay all subcontractors working on the Bloom Systems delivered and installed under this Agreement. Seller shall discharge any Liens by such subcontractors within [***] days of receiving notice thereof. Seller shall release all Liens in favor of Seller on each Bloom System upon final payment of the Purchase Price for such Bloom System. After receipt of the portion of the Purchase Price for each Bloom System as provided in Section 2.2(a)(i), Seller will issue a statement of the balance of the Purchase Price for such Bloom System, being the amount which, once paid to Seller, will cause Seller to release its lien on the Bloom System. Seller hereby agrees that third parties, such as, without limitation, Buyer’s Lender, may rely on each such statement. (h) Notwithstanding the foregoing in this Section 2.2 or any other provision of this Agreement to the contrary, if Buyer (a) admits in writing its inability to pay its debts generally as they become due; (b) files a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any State, district or territory thereof; (c) makes an assignment for the benefit of creditors; (d) consents to the appointment of a receiver of the whole or any substantial part of its assets; (e) has a petition in immediately available fundsbankruptcy filed against it, to and such account(spetition is not dismissed within [***] days after the filing thereof; or if (f) as Sellers a court of competent jurisdiction enters an order, judgment, or decree appointing a receiver of the whole or any substantial part of Buyer’s assets, and such order, judgment or decree is not vacated or set aside or stayed within [***] days from the date of entry thereof; or (g) under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the whole or any substantial part of Buyer’s assets and such custody or control is not terminated or stayed within [***] days from the date of assumption of such custody or control, then Seller shall have designated by notice no obligation to Buyer. If deliver any Bloom System hereunder, or if Physical Delivery for a Bloom System has already occurred, Seller shall have the Closing Date is not a business day on which financial institutions are open right to require immediate payment of any amount due under Section 2.2(a)(i) and operating, then on or before the last business day on which financial institutions are open and operating before right to require that the Closing Date, Buyer shall deliver final payment of the Estimated Purchase Price to Buyer's lead bank for such Bloom System be made promptly (the "Escrow Agent") in immediately available funds in U.S. dollars, and each party shall deliver in escrow to the other party's designated outside legal counsel the instruments and other documents to be delivered by but no earlier than Commencement of Operations of such party at the Closing. Upon receipt, the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction of the conditions therefor, (i) Buyer shall sign and deliver to Sellers a statement which confirms that the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least two (2) business days prior to the date the funds are required to be transferred hereunder and (ii) each party shall sign and deliver to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to the other party of the instruments and other documents previously delivered in escrow to such legal counsel by such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur on the appointed Closing Date, the funds shall be returned to Buyer, together with all interest earned thereon, and all escrowed instruments and documents shall be returned to the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by BuyerBloom System).

Payment of Purchase Price. Buyer will pay 5.2.1 The Purchase Price shall become due as of the Effective Date. Pursuant to Sellers an amount equal Schedule B of Exhibit D to the Estimated Sale and Purchase Agreement dated June 11, 2014 (roll of deeds no. 2790/2014 of the notary Xx. Xxxxxxxx Xxxx in Hamburg) regarding the sale and purchase of the Xxxxx Xxxxxxx Group (the "PWSPA") among Novellus Systems, Inc., Xxxxx Xxxxxxx International Holding Company B.V. and Xxxxx Xxxxxxx of America, Inc., as sellers (together the "PWSPA Sellers"), and Lapmaster Group Holdings, LLC and Lapmaster International, LLC, as purchasers (together the "PWSPA Purchasers"), which among other things provided for direct and indirect sale to the PWSPA Purchasers of shares and assets that included all of the shares of the Seller, the PWSPA Purchasers agreed to cause the Seller to pay over for the benefit of the PWSPA Sellers as directed by the Seller's Guarantor, as agent for the PWSPA Sellers (in such capacity, the "PWSPA Sellers' Agent") any consideration in which the Seller has an interest that may be payable in a sale of the Voumard Business or parts of it. Accordingly, at the Effective Date, the Buyer shall pay Installment 1 and Installment 2 of the Purchase Price by wire transferring such amount, in lawful money transfers of the United States of America in immediately available funds, to such account(s) as Sellers shall have designated by notice to Buyer. If the Closing Date is not a business day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Date, Buyer shall deliver the Estimated Purchase Price to Buyer's lead bank (the "Escrow Agent") in immediately available funds in U.S. dollars, free and each party shall deliver in escrow clear of costs and charges to the other party's following respective bank accounts, as have been designated outside legal counsel for such payment by the instruments and other documents PWSPA Sellers' Agent in accordance with the PWSPA provisions referred to above: Account for Payment of Installment 1: Bank: Deutsche Bank AG Rendsburg IBAN: XX00000000000000000000 BIC: XXXXXXXX000 Account for Payment of Installment 2: Beneficiary: XXXXX XXXXXXX INTERNATIONAL HOLDING COMPANY B.V. Bank Name: Deutsche Bank Bank Location: Amsterdam, The Netherlands Bank Account IBAN Number: NL 59 DEUT 0265 1238 01 SWIFT ID: XXXXXX0X 5.2.2 The Purchase Price is a net price not including any value added tax ("VAT"). The Parties assume that the Transaction does not qualify as a “sale of a separate business unit” (Geschäftsveräußerung eines gesondert geführten Betriebs) within the meaning of Section 1 para 1a German Value Added Tax Act (Umsatzsteuergesetz - "UStG") and, as a consequence, VAT would be delivered triggered. If VAT is legally owed by such party at the Closing. Upon receiptSeller to its tax office, the Escrow Agent Buyer shall invest pay the Estimated VAT to the Seller or to such tax office as the Seller may direct subject to receiving from the Seller an invoice incompliance with UStG. Any such payment shall be separate from and in addition to the payment of the Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction of the conditions therefor, (i) Buyer shall sign and deliver to Sellers a statement which confirms that the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least two (2) business days prior to the date the funds are required to be transferred hereunder and (ii) each party shall sign and deliver to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to the other party of the instruments and other documents previously delivered in escrow to such legal counsel by such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur on the appointed Closing Date, the funds shall be returned to Buyer, together with all interest earned thereon, and all escrowed instruments and documents shall be returned to the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by Buyerunder Section 5.2.1.

Payment of Purchase Price. Buyer will pay to Sellers an amount equal to the Estimated (a) The Purchase Price for the ------------------------- Receivables sold on the Closing Date shall be paid or has been paid by wire transferring such amount, in lawful money payment of the United States of America cash in immediately available funds, . The Purchaser may obtain the cash to such account(s) as Sellers shall have designated by notice to Buyer. If pay the Closing Date is not a business day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Date, Buyer shall deliver the Estimated Purchase Price from the sale of Eligible Receivables to Buyer's lead bank the Trust, and pursuant to advances pursuant to the Subordinated Note (the such advance and any advance thereunder as contemplated by Section 3.2(b), each an "Escrow AgentAdvance") in immediately available funds in U.S. dollars, and each party shall deliver in escrow contributions to the other party's designated outside legal counsel capital of the instruments and other documents to be delivered Purchaser by such party at the Closing. Upon receiptXxxxxxxx'x, the Escrow Agent shall invest the Estimated Inc. (b) The Purchase Price in an interest-bearing account mutually agreed upon for the Receivables sold by Sellers and Buyer. At Closing, upon satisfaction the Seller on any date after the initial date of the conditions thereforReceivables Purchase Agreement (each, a "Purchase Date") shall be paid in cash to the Seller from proceeds from (i) Buyer shall sign and deliver to Sellers a statement which confirms that the Closing has occurred and which instructs ------------- sale by the Escrow Agent to transfer to Sellers Purchaser of the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least two (2) business days prior Receivables to the date the funds are required to be transferred hereunder and Trust or (ii) each party shall sign and deliver as the Purchaser may elect, in its sole discretion, from proceeds of (A) an Advance under the Subordinated Note, or (iii) a capital contribution by Saks Incorporated to the other party's designated outside legal counsel Purchaser or (iv) any combination of the foregoing. In the event the Purchaser does not have sufficient cash to pay the Purchase Price due on any Purchase Date, or Saks Incorporated determines, in its sole discretion not to make a statement which confirms that Closing has occurred and which authorizes the release capital contribution to the other party Purchaser, Saks Incorporated, subject to the terms hereof, irrevocably agrees to make an Advance on such Purchase Date in an original principal amount equal to such cash insufficiency; provided, however, that no Advance shall be made if immediately thereafter the Net Worth of the instruments and other documents previously delivered in escrow Purchaser would be less than 10% of the highest Aggregate Principal Receivables outstanding during the immediately preceding twelve (12) calendar month period. All Advances made by the Seller to such legal counsel by such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur on the appointed Closing Date, the funds Purchaser shall be returned to Buyer, together with all interest earned thereon, evidenced by the Subordinated Note. (c) The terms and conditions of the Subordinated Note and all escrowed instruments and documents Advances thereunder shall be returned to the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by Buyer.as follows:

Payment of Purchase Price. (a) Sellers Representative shall prepare and deliver to Buyer will pay not less than three Business Days prior to the Closing Date (i) an estimated balance sheet of the Company as of the Measurement Time (together with supporting documentation reasonably necessary for Buyer to verify such balance sheet, the “Estimated Balance Sheet”), (ii) worksheets showing Sellers Representative’s good faith estimate of: (A) Indebtedness of the Company and TS Crude as of the Measurement Time plus the amount of any premiums, penalties, fees, make-whole payments or other charges incurred as a result of the payment thereof on the Closing Date as reflected in the applicable Payoff Letter (collectively, “Estimated Indebtedness”), (B) the amount of all Transaction Expenses unpaid as of the Measurement Time (“Estimated Transaction Expenses”), (C) Net Working Capital derived from the Estimated Balance Sheet (based upon, and subject to the adjustments set forth in, the definitions of Current Assets and Current Liabilities) (the “Estimated Net Working Capital”), (D) the amount of all Incremental Equity Capital, if applicable (the “Estimated Incremental Equity Capital”), (E) the amount of all Gap Period Extraordinary Expenditures, if any (the “Estimated Gap Period Extraordinary Expenditures”), and (F) the Interim Tax Amount (the “Estimated Interim Tax Amount”) and (iii) Sellers Representative’s calculation of the Closing Securities Payment. The Estimated Balance Sheet, Estimated Indebtedness, Estimated Transaction Expenses, the Estimated Net Working Capital, the Estimated Incremental Equity Capital (if applicable), the Estimated Gap Period Extraordinary Expenditures (if any), and the Estimated Interim Tax Amount (together, the “Estimated Closing Items”) shall be prepared in good faith on a basis consistent with the Audited Financial Statements. (b) At the Closing, Buyer shall pay: (i) to Seller, $684,100,000, which amount shall be (x) increased, if the Closing Date Adjustment Amount is positive, by an amount equal to (A) the Estimated Purchase Price Closing Date Adjustment Amount, multiplied by wire transferring such amount(B) the ENLK Percentage or (y) decreased, in lawful money if the Closing Date Adjustment Amount is negative, by an amount equal to (A) the absolute value of the United States of America Closing Date Adjustment Amount multiplied by (B) the ENLK Percentage (the total amount calculated pursuant to this clause (i) being referred to as the “Closing Securities Cash Payment”). The Closing Securities Cash Payment shall be paid to Seller at the Closing in immediately available fundsfunds by confirmed wire transfer to a bank account or accounts designated by Seller in writing to Buyer at least three Business Days prior to the Closing. The Closing Securities Payment shall be subject to adjustment pursuant to the provisions of Section 2.4; (ii) to the holders of Third-Party Debt, in immediately available funds by confirmed wire transfer to a bank account or accounts designated by such Person(s) in the applicable Payoff Letter, the amounts specified in such Payoff Letter; and (iii) to each Person to which any Transaction Expenses are owed, in immediately available funds by confirmed wire transfer to a bank account or accounts designated by such Person(s) in the applicable Payoff Letters, the amounts specified in such Payoff Letters. (c) At the Closing, ENLC shall issue to Seller a number of newly-issued ENLC Units equal to the quotient of (i) the Unit Amount, divided by (ii) the ENLC Unit Price provided, that any fractional ENLC Unit resulting from such calculation shall not be issued and such fractional ENLC Unit shall be rounded to the nearest whole ENLC Unit (such number of ENLC Units (giving effect to such account(srounding) as the “Transaction Units”). (d) Immediately following the Closing, Seller shall (i) pay to the Members the Closing Securities Cash Payment, less all third-party fees and expenses of Seller or the Company related to the Transactions and Sellers Representative’s reasonable estimation of the Final Adjustment Amount, if any, that may be due from Seller to Buyer pursuant to Section 2.4, in the proportions set forth on Schedule B hereto in immediately available funds by confirmed wire transfer to the bank account or accounts designated by each Member in writing to Seller at least three Business Days prior to the Closing and (ii) distribute to Members the Transaction Units in the proportions set forth on Schedule B hereto; provided that none of Buyer, the Company or TS Crude shall have any liability or obligation under this Section 2.3(d) or for any failure of Seller to comply herewith. (e) On or prior to the twelve month anniversary of the Closing Date: (i) Buyer shall pay to Seller in immediately available funds by confirmed wire transfer to a bank account or accounts designated by notice Seller in writing to Buyer. If , the Closing Date First Subsequent Securities Payment; (ii) if, the First Subsequent Securities Payment is not a business day on which financial institutions are open and operating, then on or before paid to Seller prior to the last business day on which financial institutions are open and operating before twelve month anniversary of the Closing Date, Buyer shall deliver pay to the Estimated Purchase Price to Buyer's lead bank (the "Escrow Agent") , in immediately available funds in U.S. dollars, and each party shall deliver in escrow to the other party's designated outside legal counsel the instruments and other documents to be delivered by such party at the Closing. Upon receiptconfirmed wire transfer, the Escrow Agent shall invest Amount; and (iii) immediately following the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction payment of the conditions thereforFirst Subsequent Securities Payment, Seller shall pay to the Members the First Subsequent Securities Payment, less all third-party fees and expenses of Seller related to the Transactions incurred since the payment of the Closing Securities Payment, in the proportions set forth on Schedule B hereto in immediately available funds by confirmed wire transfer to the bank account or accounts designated by each Member in writing to Seller at least three Business Days prior to the payment of the First Subsequent Securities Payment; provided that to the extent any Interim Indemnity Obligation has been taken into account in determining the First Subsequent Securities Payment, the proportion of the First Subsequent Securities Payment payable by Seller to a Member will be adjusted so that such Member bears the percentage of the Interim Indemnity Obligations that relate to Losses for which such Member is liable; provided further that none of Buyer, the Company or TS Crude shall have any liability or obligation under this Section 2.3(e)(iii) or for any failure of Seller to comply herewith. (f) On or prior to the twenty-four month anniversary of the Closing Date: (i) Buyer shall sign and deliver pay to Sellers a statement which confirms that the Closing has occurred and which instructs the Escrow Agent to Seller in immediately available funds by confirmed wire transfer to Sellers a bank account or accounts designated by Seller in writing to Buyer, the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least two (2) business days prior to the date the funds are required to be transferred hereunder and Second Subsequent Securities Payment; and (ii) each party immediately following the payment of the Second Subsequent Securities Payment, Seller shall sign and deliver pay to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes Members the release to the other Second Subsequent Securities Payment, less all third-party of the instruments and other documents previously delivered in escrow to such legal counsel by such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur on the appointed Closing Date, the funds shall be returned to Buyer, together with all interest earned thereon, and all escrowed instruments and documents shall be returned to the party who delivered them. The fees and expenses of Escrow Agent Seller related to the Transactions incurred since the payment of the First Subsequent Securities Payment, in the proportions set forth on Schedule B hereto in immediately available funds by confirmed wire transfer to the bank account or accounts designated by each Member in writing to Seller at least three Business Days prior to the payment of the Second Subsequent Securities Payment; provided that none of Buyer, the Company or TS Crude shall be paid one-half by Sellers and one-half by Buyerhave any liability or obligation under this Section 2.3(f)(ii) or for any failure of Seller to comply herewith.

Payment of Purchase Price. Buyer will pay (a) The Purchase Price for each Receivable sold hereunder on any Business Day shall be paid or provided for on the Business Day on which such sale occurred (i) by payment in immediately available funds to Sellers the extent the Purchaser has such funds available in excess of necessary working capital and (ii) to the extent such funds are not available, by increasing the principal amount due under the applicable Seller Note (by notation on the grid attached thereto by the Collection Agent; provided, that the failure to make any such notation or any error in such grid shall not adversely affect any Seller's rights) in an aggregate principal amount up to the remaining portion of the Purchase Price (each, an "Advance"); provided, however, that the aggregate principal amount of all Seller Notes on any Business Day shall not exceed 49% of (x) the aggregate Purchase Price of the Receivables purchased hereunder existing on such Business Day minus (y) an amount equal to the Estimated Purchase Price by wire transferring such amount, in lawful money of the United States of America in immediately available funds, to such account(s) as Sellers shall have designated by notice to Buyer. If the Closing Date is not a business day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Date, Buyer shall deliver the Estimated Purchase Price to Buyer's lead bank Net Investment (the "Escrow AgentAdvance Limit") ). To the extent that the Purchaser does not have sufficient cash or availability under the Seller Note to pay the total Purchase Price for Receivables sold on any Business Day in immediately available funds in U.S. dollarsfull, and each party shall deliver in escrow C&A, to the other party's designated outside legal counsel the instruments and other documents to be delivered by such party at the Closing. Upon receipt, the Escrow Agent shall invest the Estimated extent Purchase Price in an interest-bearing account mutually agreed upon is owing, may, at its option, make a capital contribution of cash and/or Receivables and Related Security to the Purchaser. No sales of Receivables by Sellers a Seller shall be made hereunder on and Buyer. At Closing, upon satisfaction of the conditions therefor, (i) Buyer shall sign and deliver to Sellers a statement which confirms that the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Purchase Termination Date until relating to such Seller. (b) The Receivables with respect to which the date the funds are transferred, Purchase Price therefor is paid pursuant to an account that Sellers shall designate at least two (2Section 3.2(a)(i) business days prior to the date the funds are required to be transferred hereunder and (ii) each party shall sign are referred to herein as "Purchased Receivables" and deliver the Receivables with respect to which the Purchase Price therefor is paid pursuant to the other party's designated outside legal counsel a statement which confirms that Closing has occurred second sentence of Section 3.2(a) are referred to herein as "Contributed Receivables." The Purchased Receivables and which authorizes the release Contributed Receivables are collectively referred to herein as the other party of the instruments and other documents previously delivered in escrow to such legal counsel by such party. "Transferred Receivables." (c) The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur on the appointed Closing Date, the funds shall be returned to Buyer, together with all interest earned thereon, and all escrowed instruments and documents shall be returned to the party who delivered them. The fees and expenses of Escrow Collection Agent shall be paid one-half responsible, in its sole discretion but in accordance with subsection 3.2(a), for allocating among the Sellers the payment of the Purchase Price for Receivables either in the form of cash received from the Purchaser or as an addition to the principal amount of the applicable Seller Note. The Purchaser shall be entitled to pay all amounts in respect of the Purchase Price of Receivables and Related Security to an account of the Collection Agent for allocation by the Collection Agent to the Sellers, and each of the Sellers hereby appoints the Collection Agent as its agent for the purposes of receiving such payments and one-half making such allocations and hereby authorizes the Purchaser to make all payments due to such Seller directly to, or as directed by, the Collection Agent. The Collection Agent hereby accepts and agrees to such appointment. All payments under this Agreement shall be made not later than 3:00 p.m. (New York City time) on the date specified therefor in U.S. dollars in same day funds or by Buyercheck, as the Collection Agent shall elect and to the bank account designated in writing by the Collection Agent to the Purchaser.

Payment of Purchase Price. (a) The portion of the Purchase Price to be paid by Buyer will pay to Sellers an amount equal at Closing shall be the Purchase Price less the outstanding principal balance of the Loans as of the Closing Date(s) of the Encumbered Properties (the "Cash Portion of the Purchase Price"), plus or minus prorations, credits and adjustments as provided in Section 4 and elsewhere in this Agreement. The allocation of the Purchase Price and Exxxxxx Money among the Properties is set forth on Schedule 3(a) attached hereto and made a part hereof. The Cash Portion of the Purchase Price shall be paid by wire transfer of immediately available funds to Escrow Agent, at the time of Closing, or as otherwise agreed to between Buyer and Sellers. If Closing hereunder is held with respect to less than all of the Properties, or is held on more than one different occasion, according to the Estimated express terms hereof, the Purchase Price by wire transferring and Exxxxxx Money shall be applied based on the allocations set forth in Schedule 3(a) at each such amountClosing with respect to the Properties subject to such Closing. (b) Notwithstanding anything contained in this Agreement to the contrary, Buyer shall have no obligation to purchase an Encumbered Property unless and until (and subject to any of Buyer's termination rights contained in lawful money this Agreement) Sellers and Buyer have secured from the existing mortgagee of such Encumbered Property (the "Lender") approval for an assumption of the United States loan secured by such Encumbered Property (each assumption, a "Loan Assumption" and collectively, the “Loan Assumptions,” and each loan, a "Loan" and collectively, the “Loans,” respectively) to be executed by Buyer at Closing, which, as to each such Encumbered Property, shall have: (i) an original principal balance as set forth on Schedule 3(b) attached hereto and made a part hereof; (ii) an annual interest rate as set forth on Schedule 3(b) attached hereto; (iii) a maturity date as set forth on Schedule 3(b) attached hereto; (iv) such loan document modifications as Buyer may request to address Buyer’s parent’s compliance with real estate investment trust laws and regulations and its offering materials, including, but not limited to, modifications to covenants regarding ongoing financial reporting, transfers and distributions of America excess cash flow; and (v) no requirement for personal recourse liability from any shareholder, owner, officer or employee of Buyer, except for customary carve-out guaranties that are acceptable to Buyer in immediately available fundsits reasonable discretion. (c) Except as provided below, to such account(s) as Buyer shall be responsible for any and all fees and expenses of Lender in connection with the Loan Assumption, including without limitation, Lender’s legal fees, and any assumption fee imposed by the Lender and/or servicer of the Loans in connection with the Loan Assumptions. Notwithstanding the foregoing sentence, Sellers shall have designated be solely responsible for the payment of any fees and expenses incurred or imposed by notice Lender and/or its counsel arising from matters that Sellers submit to Lender for review and/or approval, exclusive of the Loan Assumption (e.g., modifications to documents that require Lender approval under the Loan Documents (defined below)); provided, however, Buyer and Sellers shall each be responsible for one-half of any fees and expenses incurred or imposed by Lender and/or its counsel relating to the assignment of the PILOT Agreements (defined below) to Buyer. If Sellers shall receive reimbursement of or a credit at Closing for the Closing Date balance of any FF&E replacement or other reserves held by the Lender, as well as any utility deposits paid by Sellers in connection with the Encumbered Properties. Notwithstanding anything to the contrary contained in this Agreement, if a Loan Assumption is not a business day on which financial institutions are open and operating, then approved by Lender on or before the last business day on which financial institutions are open and operating before date that is one hundred eighty (180) days after the Closing Effective Date, or if Lender affirmatively disapproves a Loan Assumption for any reason at any time, Buyer shall deliver have the Estimated Purchase Price right to terminate this Agreement, solely with respect to the applicable Encumbered Property, receive a refund of the pro-rata portion of the Exxxxxx Money set forth on Schedule 3(a) attached hereto applicable to such terminated Encumbered Property, Sellers shall reimburse Buyer for Buyer’s actual third party expenses incurred by Buyer in connection with its due diligence on such terminated Encumbered Property up to $25,000, and thereafter neither party shall have any further rights, obligations or liabilities hereunder with respect to such terminated Encumbered Property, except as otherwise expressly set forth herein. In addition to Buyer's lead bank ’s termination right set forth in the immediately preceding sentence, if a Loan Assumption is not approved by Lender on or before the date that is one hundred eighty (180) days after the "Escrow Agent") in immediately available funds in U.S. dollarsEffective Date, Sellers shall have the absolute right to terminate the Purchase and each party shall deliver in escrow Sale Agreement, solely with respect to the other party's designated outside legal counsel the instruments and other documents to be delivered by such party applicable Encumbered Property, at the Closing. Upon receipt, which time the Escrow Agent shall invest return the Estimated Purchase Price in an interestpro-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction rata portion of the conditions thereforExxxxxx Money set forth on Schedule 3(a) attached hereto applicable to such terminated Encumbered Property and Sellers shall reimburse Buyer for Buyer’s actual third party expenses incurred by Buyer in connection with its due diligence on such terminated Encumbered Property, not to exceed $15,000.00, and thereafter neither party shall have any further rights, obligations or liabilities hereunder with respect to such terminated Encumbered Property, except as otherwise expressly set forth herein. (d) Commencing on the date that is the fifth (5) business day after the Effective Date, Buyer and Sellers shall use commercially reasonable efforts, including without limitation, the furnishing of all commercially reasonable documents, executed forms, instruments, financial statements and other materials requested by Lender, in a timely manner, to obtain the consent of the Lender to: (i) the transfer of the Encumbered Properties to Buyer shall sign or a bankruptcy remote, special purpose entity or entities to be formed by Buyer to purchase the Encumbered Properties as permitted pursuant and deliver to Sellers a statement which confirms that the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least two (2) business days prior subject to the date provisions of Section 25 herein (collectively, the funds are required to be transferred hereunder and "Buyer Entity"), the governance of which may involve an independent director(s) or other person who is not employed by Buyer or an affiliate of Buyer; (ii) each party shall sign and deliver the assumption of the Loans by Buyer or the Buyer Entity; (iii) the loan document modifications referenced in Section 3(b)(iv) above; and (iv) a release of Sellers and/or any of its affiliates, members or principals from all liabilities arising under the Loans for periods after Closing, including, without limitation, any liability under any guaranty or indemnity executed by Sellers and/or any of its affiliates, members or principals in favor of Lender relating to the other party's designated outside legal counsel a statement which confirms Loans; provided, however, that Closing has occurred and which authorizes the release notwithstanding anything in this Agreement to the contrary, Sellers acknowledges that Buyer will propose the Buyer Entity (which Buyer Entity shall be formed and established to qualify as bankruptcy remote, special purpose entity in compliance with the customary requirements for so-called "securitized loans") to the Lender to assume the Loans and Buyer will offer either American Realty Capital Healthcare Trust II, Inc., a Maryland corporation, or American Realty Capital Healthcare Trust II Operating Partnership, L.P., a Delaware limited partnership, to the Lender to provide guarantees of non-recourse carve outs and any required environmental or other party indemnity. If Lender consents to the assumption of the instruments and other documents previously delivered Loans in escrow to such legal counsel by such party. The Escrow Agent shall refund accordance with the balance to Buyer. If the Closing does not occur on the appointed Closing Dateprovisions of this Section, the funds Buyer Entity shall be returned assume and agree to Buyerpay and perform from and after Closing the obligations under the Loans, together with all interest earned thereonin each case subject to the prorations and adjustments provided for in this Agreement. (e) The parties agree that the value of the Personalty is de minimis, and all escrowed instruments and documents shall be returned no part of the Purchase Price is allocated to the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by Buyerit.

Payment of Purchase Price. Buyer will pay to Sellers an amount equal to the Estimated The Purchase Price by wire transferring such amount, in lawful money of the United States of America in immediately available funds, to such account(sshall be paid as follows. (a) as Sellers shall have designated by notice to Buyer. If the Closing Date is not a business day on which financial institutions are open and operating, then on On or before the last business day on which financial institutions are open and operating before the Closing Date, the Sellers’ Representative shall deliver to Buyer a closing statement (attached to this Agreement as Schedule 2.3(a)), setting forth in detail Sellers’ Representative’s good faith estimates of the Working Capital Adjustment as of the Closing Date and the Closing Cash Amount and the Purchase Price based thereon calculated in accordance with Section 2.2 (the “Estimated Closing Purchase Price”). If Buyer reasonably believes the Estimated Closing Purchase Price delivered by Sellers’ Representative is unreasonable, the Buyer and the Sellers’ Representative shall cooperate in good faith to resolve such dispute. If any disputed matter cannot be resolved, and the Parties nevertheless complete the transactions contemplated by this Agreement, then the Estimated Closing Purchase Price will be calculated based upon the Sellers’ Representative’s position concerning such disputed matter without prejudice to the right of Buyer to raise such disputed matter(s) again in accordance with the determination of the Final Purchase Price pursuant to Section 2.4. (b) Buyer shall deliver pay to Sellers a cash closing payment (the “Closing Payments”) in an amount equal to (i) the Estimated Closing Purchase Price Price, minus (ii) the amount of the Escrow Fund, minus (iii) the amount of the Existing Indebtedness owing by either of Deco Logistics or Oaktree Logistics; minus (iv) all Sellers’ Transaction Expenses paid by Buyer pursuant to Buyer's lead bank Section 3.3(e); minus (v) the "Escrow Agent") in Gxxxxx Retention Bonus Holdback Amount by wire transfer of immediately available funds to the account or accounts and in U.S. dollarsthe amounts specified in Schedule 2.3(b). (c) Within five Business Days after the calculation of the Final Purchase Price becomes final and binding on, and each party shall deliver in escrow to the other party's designated outside legal counsel the instruments and other documents to be delivered by such party at the Closing. Upon receiptnon-appealable by, the Escrow Agent Parties pursuant to Section 2.4, Buyer or Sellers, as the case may be, shall invest make the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction of the conditions therefor, following payments. (i) If the Final Purchase Price is greater than the Estimated Closing Purchase Price, then (A) Buyer shall sign pay to the Sellers the amount of the difference between the Final Purchase Price and deliver the Estimated Closing Purchase Price by wire transfer of immediately available funds to Sellers a statement which confirms that the Closing has occurred accounts and which instructs in the amounts specified in writing by the Sellers’ Representative, and (B) Buyer and Sellers’ Representative shall instruct the Escrow Agent to transfer release the entire amount of the Working Capital Escrow Fund to Sellers as directed by the funds representing Sellers’ Representative. (ii) If the Final Purchase Price is less than the Estimated Closing Purchase PricePrice (the amount of such difference being the “Deficit Amount”), plus an amount representing then (A) Buyer and Sellers’ Representative shall instruct the interest earned after Escrow Agent (1) to release the Closing Date until the date the funds are transferredDeficit Amount to Buyer, to an account that Sellers shall designate at least two and (2) business days prior if the Deficit Amount is less than the Working Capital Escrow Fund, to release the remaining balance of the Working Capital Escrow Fund, if any, to Sellers as directed by the Sellers’ Representative, and (B) if the Deficit Amount is greater than the Working Capital Escrow Fund, then Sellers, jointly and severally, shall pay to Buyer the amount of the difference between the Deficit Amount and the Working Capital Escrow Fund, in each case, by wire transfer of immediately available funds to the date account or accounts and in the funds are amounts specified in writing by Buyer; provided, however, that if Sellers do not timely make such payment to Buyer as required by this Section, then Buyer shall have the right to be transferred hereunder and (ii) each party shall sign and direct the Escrow Agent to deliver to Buyer the other party's designated outside legal counsel a statement which confirms that Closing has occurred amount of such payment from the Indemnification Escrow Fund and which authorizes Sellers shall promptly replenish the release Indemnification Escrow Fund for the full amount of such funds distributed to Buyer from the other party of the instruments and other documents previously delivered in escrow Indemnification Escrow Fund pursuant to such legal counsel by such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur on the appointed Closing Date, the funds shall be returned to Buyer, together with all interest earned thereon, and all escrowed instruments and documents shall be returned to the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by Buyerthis Section.

Payment of Purchase Price. Buyer will pay (a) The sale of the Initial Home Loans shall take place on the Closing Date, subject to Sellers and simultaneously with the deposit of the Initial Home Loans into the Trust Estate, the deposit of the Original Pre-Funded Amount and the Interest Coverage Amount into the Pre-Funding Account and the Capitalized Interest Account, respectively, and the issuance of the Securities. The purchase price (the "Purchase Price") for the GMACM Initial Home Loans to be paid by the Purchaser to GMACM on the Closing Date shall be an amount equal to the Estimated Purchase Price by wire transferring such amount, in lawful money of the United States of America $78,232,440.43 in immediately available funds, together with the Certificates, in respect of the Cut-Off Date Principal Balances thereof. The Purchase Price for the WG Trust Initial Home Loans to such account(s) as Sellers shall have designated be paid by notice the Purchaser to Buyer. If WG Trust on the Closing Date is not a business day shall be an amount equal to $47,494,934.28 in immediately available funds, in respect of the Cut-Off Date Principal Balances thereof. The Purchase Price paid for any Subsequent Home Loan by the Indenture Trustee from funds on which financial institutions are open and operatingdeposit in the Pre-Funding Account, then at the direction of the Issuer, shall be one-hundred percent (100%) of the Subsequent Cut-Off Date Principal Balance thereof (as identified on or before the last business day Home Loan Schedule attached to the related Subsequent Transfer Agreement provided by GMACM). (b) In consideration of the sale of the GMACM Initial Home Loans by GMACM to the Purchaser on which financial institutions are open and operating before the Closing Date, Buyer the Purchaser shall deliver pay to GMACM on the Estimated Purchase Price to Buyer's lead bank (the "Escrow Agent") in Closing Date by wire transfer of immediately available funds to a bank account designated by GMACM, the amount specified above in U.S. dollarsparagraph (a) for the GMACM Initial Home Loans; provided, that such payment may be on a net funding basis if agreed by GMACM and each party shall deliver in escrow the Purchaser. In consideration of the sale of any Subsequent Home Loan by GMACM to the other party's designated outside legal counsel the instruments and other documents to be delivered by such party at the Closing. Upon receiptIssuer, the Escrow Agent Issuer shall invest pay to GMACM by wire transfer of immediately available funds to a bank account designated by GMACM, the Estimated Purchase Price amount specified above in an interest-bearing account mutually agreed upon paragraph (a) for each Subsequent Home Loan sold by Sellers and Buyer. At Closing, upon satisfaction GMACM. (c) In consideration of the conditions therefor, (i) Buyer shall sign and deliver to Sellers a statement which confirms that sale of the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least two (2) business days prior WG Trust Initial Home Loans by WG Trust to the date the funds are required to be transferred hereunder and (ii) each party shall sign and deliver to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to the other party of the instruments and other documents previously delivered in escrow to such legal counsel by such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur Purchaser on the appointed Closing Date, the Purchaser shall pay to WG Trust on the Closing Date by wire transfer of immediately available funds shall to a bank account designated by WG Trust, the amount specified above in paragraph (a) for the WG Trust Initial Home Loans; provided, that such payment may be returned to Buyer, together with all interest earned thereon, on a net funding basis if agreed by WG Trust and all escrowed instruments and documents shall be returned the Purchaser. In consideration of the sale of any Subsequent Home Loan by WG Trust to the party who delivered them. The fees and expenses Issuer, the Issuer shall pay to WG Trust by wire transfer of Escrow Agent shall be paid one-half immediately available funds to a bank account designated by Sellers and one-half WG Trust, the amount specified above in paragraph (a) for each Subsequent Home Loan sold by BuyerWG Trust.

Payment of Purchase Price. Buyer will pay to Sellers an ------------------------- amount equal to the Estimated Purchase Price by wire transferring such amount, in lawful money of the United States of America in immediately available funds, to such account(s) as Sellers shall have designated by notice to Buyer. If the Closing Date is not a business day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Date, Buyer shall deliver the Estimated Purchase Price to Buyer's lead bank (the "Escrow Agent") in immediately available funds in U.S. dollars, and each party shall deliver in escrow to the other party's designated outside legal counsel the instruments and other documents to be delivered by such party at the Closing. Upon receipt, the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction of the conditions therefor, (i) Buyer shall sign and deliver to Sellers a statement which confirms that the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least two (2) business days prior to the date the funds are required to be transferred hereunder and (ii) each party shall sign and deliver to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to the other party of the instruments and other documents previously delivered in escrow to such legal counsel by such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur on the appointed Closing Date, the funds shall be returned to Buyer, together with all interest earned thereon, and all escrowed instruments and documents shall be returned to the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by Buyer.

Payment of Purchase Price. (a) The Purchase Price for any Collateral related to Schedule 1 acquired by the Buyer will pay to Sellers an amount equal from the Intermediate Seller on the Closing Date shall be paid by a combination of cash and the issuance of a portion of the Subordinated Notes by the Buyer to the Estimated Intermediate Seller and by subsequent transfer of such cash from the Intermediate Seller to the Seller. With respect to any Purchase Date after the Closing Date, to the extent the value of the Collateral transferred by the Seller to the Intermediate Seller and from the Intermediate Seller to the Buyer exceeds the value of the cash and a portion of the Subordinated Notes received by the Intermediate Seller or Seller (as applicable) for such assets, such excess shall be deemed to constitute a capital contribution from the Seller to the Intermediate Seller and from the Intermediate Seller to the Buyer. To the extent the value of the cash and a portion of the Subordinated Notes received by the Intermediate Seller or Seller (as applicable) from the Buyer exceeds the value of the assets transferred by the Seller to the Intermediate Seller and by the Intermediate Seller to the Buyer, such excess shall be deemed to constitute a dividend from the Buyer to the Intermediate Seller and the Intermediate Seller to the Seller. The Purchase Price for any Collateral acquired by wire transferring the Buyer from the Intermediate Seller on any Purchase Date after the Closing Date pursuant to this Agreement shall be paid in a combination of (A) immediately available funds in cash and by subsequent transfer of such amount, cash from the Intermediate Seller to the Seller and (B) if the Buyer does not have sufficient funds in lawful money cash to pay the full amount of the United States Purchase Price, by means of America a capital contribution by the Seller to the Intermediate Seller and by a subsequent capital contribution by the Intermediate Seller to the Buyer. (b) The Purchase Price for any Collateral purchased by the Buyer to be settled directly with a subsidiary of the Seller on any Purchase Date after the Closing Date shall be paid in immediately available funds, to such account(s) as Sellers shall which may comprise, if the Buyer does not have designated by notice to Buyer. If the Closing Date is not a business day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Date, Buyer shall deliver the Estimated Purchase Price to Buyer's lead bank (the "Escrow Agent") in immediately available sufficient funds in U.S. dollars, and each party shall deliver in escrow cash to pay the other party's designated outside legal counsel the instruments and other documents to be delivered by such party at the Closing. Upon receipt, the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction full amount of the conditions therefor, (i) Buyer shall sign and deliver to Sellers a statement which confirms that the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing amounts contributed by the interest earned Seller to Intermediate Seller and by the Intermediate Seller to the Buyer. (c) Notwithstanding any provision herein to the contrary, the Seller may on any Purchase Date occurring after the Closing Date until elect to designate all or a portion of the date the funds are transferred, to an account that Sellers shall designate at least two (2) business days prior to the date the funds are required Collateral proposed to be transferred to the Buyer on such date as a capital contribution to the Intermediate Seller and in turn a capital contribution by the Intermediate Seller to the Buyer. In such event, the cash portion of the Purchase Price payable with respect to such transfer shall be reduced by that portion of the Purchase Price of the Collateral that was so contributed; provided that Collateral contributed to the Buyer as capital shall constitute Collateral for all purposes of this Agreement. (d) The Seller, in connection with each Purchase hereunder relating to any Collateral, shall be deemed to have certified, and hereby does certify, with respect to the Collateral to be purchased by the Buyer on such day, that its representations and warranties contained in Article IV are true and correct on and as of such day, with the same effect as though made on and as of such day. (e) Upon the payment of the Purchase Price for any Purchase, title to the Collateral included in such Purchase shall vest in the case of Collateral related to Schedule 1 initially in the Intermediate Seller and then in the Buyer as provided herein, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Intermediate Seller and the Buyer, as applicable, shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Intermediate Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (f) Collateral Obligations may be purchased or acquired from time to time by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) each party shall sign and deliver to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to the other party of the instruments and other documents previously delivered transactions are effected in escrow to such legal counsel by such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur on the appointed Closing Date, the funds shall be returned to Buyer, together accordance with all interest earned thereon, and all escrowed instruments and documents shall be returned to the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by Buyerapplicable laws.

Payment of Purchase Price. Buyer will pay to Sellers an amount equal to the Estimated (a) The Purchase Price ------------------------- for the Receivables sold on the Closing Date shall be paid or has been paid by wire transferring such amount, in lawful money payment of the United States of America cash in immediately available funds, . The Purchaser may obtain the cash to such account(s) as Sellers shall have designated by notice to Buyer. If pay the Closing Date is not a business day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Date, Buyer shall deliver the Estimated Purchase Price from the sale of Eligible Receivables to Buyer's lead bank the Trust, and pursuant to advances pursuant to a Subordinated Note between Xxxxxxxx'x, Inc. and the Purchaser (the such advance and any advance thereunder as contemplated by Section 3.2(b), each an "Escrow AgentAdvance") in immediately available funds in U.S. dollars, and each party shall deliver in escrow contributions to the other party's designated outside legal counsel ------- capital of the instruments and other documents to be delivered Purchaser by such party at the Closing. Upon receiptXxxxxxxx'x, the Escrow Agent shall invest the Estimated Inc. (b) The Purchase Price in an interest-bearing account mutually agreed upon for the Receivables sold by Sellers and Buyer. At Closing, upon satisfaction the Seller on any date after the initial date of the conditions thereforReceivables Purchase Agreement (each, a "Purchase Date") shall be paid in cash to the Seller from proceeds from (i) Buyer shall sign and deliver to Sellers a statement which confirms that ------------- the Closing has occurred and which instructs sale by the Escrow Agent to transfer to Sellers Purchaser of the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least two (2) business days prior Receivables to the date the funds are required to be transferred hereunder and Trust or (ii) each party shall sign and deliver as the Purchaser may elect, in its sole discretion, from proceeds of (A) an Advance under the Subordinated Note or (iii) a capital contribution by Xxxxxxxx'x, Inc. to the other party's designated outside legal counsel Purchaser or (iv) any combination of the foregoing. In the event the Purchaser does not have sufficient cash to pay the Purchase Price due on any Purchase Date, or Xxxxxxxx'x determines, in its sole discretion not to make a statement which confirms that Closing has occurred and which authorizes the release capital contribution to the other party Purchaser, Xxxxxxxx'x, Inc., subject to the terms hereof, irrevocably agrees to make an Advance on such Purchase Date in an original principal amount equal to such cash insufficiency; provided, however, that no Advance shall be made if immediately thereafter the Net Worth of the instruments and other documents previously delivered in escrow Purchaser would be less than 10% of the highest Aggregate Principal Receivables outstanding during the immediately preceding twelve (12) calendar month period. All Advances made by the Seller to such legal counsel by such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur on the appointed Closing Date, the funds Purchaser shall be returned evidenced by a single subordinated note, duly executed on behalf of the Purchaser, in substantially the form of Exhibit A annexed hereto, delivered and payable to Buyer, together with all interest earned thereon, the Seller (c) The terms and conditions of the Subordinated Note and all escrowed instruments and documents Advances thereunder shall be returned to the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by Buyer.as follows:

Payment of Purchase Price. a. Nathaniel shall pay the Purchase Price to CIGR at the Closing, as follxxx. Xxx Hundred Thousand ($600,000) shall be paid by check and Eight Million, Fifty Eight Thousand Eight Hundred Fifty Five and 12/100 Dollars ($8,058,855;12) shall be paid in cash or cash equivalent funds by wire transfer to: b. A post-Closing adjustment statemxxx (xxx "Xxst-Closxxx Xxxxxtment Statement") shall be prepared and delivered by Seller to Buyer will pay to Sellers an amount equal within one hundred twenty (120) days after the Closing, proposing further adjustments to the Estimated calculation of the Purchase Price by wire transferring such amount, in lawful money based on the information then available. The Post-Closing Adjustment shall be based on the actual income and expenses of the United States Parties. The Post-Closing Adjustment is intended to place the Parties in the same economic position as if Buyer had owned the CIGR Membership Interest as of America December 31, 2002. Seller or Buyer, as the case may be, shall be given access to and shall be entitled to review and audit the other Party's records pertaining to the computation of amoUnts claimed in immediately available funds, to such account(sPost-Closing Adjustment Statement. c. Within sixty (60) as Sellers shall have designated by notice to Buyer. If days after receipt of the Post-Closing Date is not a business day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before the Closing DateAdjustment Statement, Buyer shall deliver to Seller a written statement describing in reasonable detail its objections (if any) to any amounts or items set forth on the Estimated Purchase Price to Buyer's lead bank (Post-Closing Adjustment Statement. If Buyer does not raise objections within such period, then the "Escrow Agent") in immediately available funds in U.S. dollars, Post-Closing Adjustment Statement shall become final and each party shall deliver in escrow to binding upon the other party's designated outside legal counsel the instruments and other documents to be delivered by such party Parties at the Closingend of such period. Upon receiptIf Buyer raises objections, the Escrow Agent Parties shall invest the Estimated Purchase Price negotiate in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction of the conditions therefor, (i) Buyer shall sign and deliver good faith to Sellers a statement which confirms that the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least two (2) business days prior to the date the funds are required to be transferred hereunder and (ii) each party shall sign and deliver to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to the other party of the instruments and other documents previously delivered in escrow to resolve any such legal counsel by such party. The Escrow Agent shall refund the balance to Buyerobjections. If the Parties are unable to resolve any disputed item within sixty (60) days after Buyer's delivery of its objections to the Post-Closing does not occur Adjustment Statement, any such disputed item shall be submitted to a nationally recognized independent accounting firm mutually agreeable to the Parties who shall be instructed to resolve such disputed item within thirty (30) days. The resolution of disputes by the accounting firm so selected shall be set forth in writing and shall be concl4sive, binding and non-appealable upon the Parties and the Post-Closing Adjustment Statement shall become final and binding upon the Parties on the appointed Closing Date, the funds shall be returned to Buyer, together with all interest earned thereon, and all escrowed instruments and documents shall be returned to the party who delivered themdate of such resolution. The fees and expenses of Escrow Agent such accounting firm shall be paid one-half by Sellers Buyer and one-half by Seller. The dispute resolution provisions of this Section 2.c. shall apply only to disputes over Purchase Price adjustments or proposed adjustments described in Section 2.b. As to any other dispute that may arise between the Parties, each Party reserves all rights and remedies that may be available to it at law and in equity. d. After the Post-Closing Adjustment Statement has become final and binding on the Parties, Seller or Buyer., as the case may be, shall - within ten (10) days thereafter - pay to the other such sums as are due to settle accounts between the Parties due to differences between amounts paid and the actual Purchase Price set forth on the Post-Closing Adjustment Statement

Payment of Purchase Price. Buyer On the Primary Closing Date and subject to the terms and conditions set forth in this Agreement, in reliance on the representations, warranties, covenants and agreements of the parties contained herein and in consideration of the sale of the Assets, Purchaser will pay the Purchase Price LESS the Deposit into an account (the "Purchase Escrow Account") maintained by the Escrow Agent, and such amount will be held, invested and disbursed pursuant to Sellers the terms of the Purchase Escrow Agreement substantially in the form of EXHIBIT D attached hereto (the "Purchase Escrow Agreement"). On the Primary Closing Date, the Deposit will be transferred to the Purchase Escrow Account, whereupon the Deposit Escrow Agreement shall terminate. At Final Closing, an amount equal to the Estimated Purchase Price by wire transferring such amount, in lawful money less the sum of the United States of America in immediately available funds, to such account(s) as Sellers shall have designated by notice to Buyer. If the Closing Date is not a business day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Date, Buyer shall deliver the Estimated Purchase Price to Buyer's lead bank (the "Escrow Agent") in immediately available funds in U.S. dollars, and each party shall deliver in escrow to the other party's designated outside legal counsel the instruments and other documents to be delivered by such party at the Closing. Upon receipt, the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction of the conditions therefor, (i) Buyer amounts paid to Purchaser from the Purchase Escrow Account in respect of indemnification pursuant to Section 14.01 hereof and (ii) amounts held in respect of any pending but unpaid claims for indemnification pursuant to Section 14.01 hereof (such amounts in clause (ii) being referred to as the "Indemnity Escrow Amount") shall sign be paid to Seller from the Purchase Escrow Account. The Indemnity Escrow Amount shall be held and deliver released in accordance with the terms of the Purchase Escrow Agreement. In addition, an amount equal to Sellers a statement the earnings, if any, which confirms that have accrued on the amount in the Purchase Escrow Account from the Final Order Date (provided Seller is not then in material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement) shall be paid to Seller at the Final Closing. All remaining amounts in the Purchase Escrow Account shall be released to Purchaser in accordance with the terms of the Purchase Escrow Agreement. Notwithstanding the foregoing, at Final Closing has occurred Seller and which instructs Purchaser may instruct the Escrow Agent to transfer release a specified amount as a settlement of FCC litigation to Sellers which Seller is a party, in accordance with the funds representing terms of the Estimated Purchase PriceEscrow Agreement. Except as provided in Section 16.02(b), plus an amount representing in the interest earned event this Agreement is terminated after the Primary Closing Date until for any reason under Article XVI of this Agreement, all amounts in the date Purchase Escrow Account shall be released to Purchaser in accordance with the funds are transferred, to an account that Sellers shall designate at least two (2) business days prior to the date the funds are required to be transferred hereunder and (ii) each party shall sign and deliver to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to the other party terms of the instruments and other documents previously delivered in escrow to such legal counsel by such party. The Purchase Escrow Agent shall refund the balance to Buyer. If the Closing does not occur on the appointed Closing Date, the funds shall be returned to Buyer, together with all interest earned thereon, and all escrowed instruments and documents shall be returned to the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by BuyerAgreement.

Payment of Purchase Price. Buyer will (a) In full consideration for the Acquired Assets, Purchaser shall pay to Sellers Seller an amount equal to (a) the Estimated Base Purchase Price, plus (b) One Million Dollars ($1,000,000.00) (the “Premium”), minus, (c) the amount of any retention payments that Purchaser has committed to pay pursuant to and in accordance with Purchaser Retention Agreements executed by Purchaser and the applicable Offered Employees transferring to Purchaser as of such Closing Date in excess of $4,000,000.00 in the aggregate (such reduction, the “Retention Reduction to Purchase Price”), plus (d) if earned pursuant to Section 5.15, the Deferred Purchase Price Payment. The Base Purchase Price together with the Premium, as so reduced by wire transferring such amountthe Retention Reduction to Purchase Price, in lawful money and increased, if at all, by the Deferred Purchase Price Payment, shall be referred to as the “Purchase Price”. In the event that all or any portion of the United States Retention Reduction to Purchase Price is allocable to the Second Closing, and application of America in immediately available funds, such Retention Reduction to such account(s) as Sellers shall have designated by notice to Buyer. If the Closing Date is not a business day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Date, Buyer shall deliver the Estimated Purchase Price to Buyer's lead bank the remaining Base Amount allocable to such Second Closing would result in a negative number, the Seller shall pay to Purchaser at the Second Closing by wire transfer of immediately available funds the amount by which the Retention Reduction to Purchase Price allocable to such Second Closing exceeds the allocable portion of Base Purchase Price that would otherwise be payable by Purchaser at the Second Closing. (b) The Parties acknowledge and agree that the "Escrow Agent"Transactions may be consummated in two separate Closings, and accordingly if there are multiple Closings, Purchaser shall pay to Seller installments of the Base Purchase Price, as allocated among the HomeStreet Offices transferred in such Closing; provided that the Premium shall be payable in full at the Initial Closing, subject only to reduction pursuant to a Retention Reduction to Purchase Price. If there is a single Closing on the Initial Closing Date pertaining to all of the Acquired Assets and Assumed Liabilities, Purchaser shall pay the entire amount of the Purchase Price, other than the Deferred Purchase Price Payment, to Seller. The payment(s) of the Base Purchase Price (as allocated and, potentially, in installments) shall be paid in cash, by wire transfer of immediately available funds in U.S. dollars, and each party shall deliver in escrow to the other party's designated outside legal counsel the instruments and other documents to be delivered accordance with wire transfer instructions provided by such party at the Closing. Upon receipt, the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction of the conditions therefor, (i) Buyer shall sign and deliver to Sellers a statement which confirms that the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate Seller at least two (2) business days Business Days’ prior to the date applicable Closing Date based on the funds are required to be transferred hereunder and (ii) each party shall sign and deliver amounts allocated to the other party's designated outside legal counsel assets in each transferring HomeStreet Office as set forth in Exhibits X-0, X-0x xxx X-0x, taking into account depreciation reflected in the Net Book Value. For the avoidance of doubt, all applicable Acquired Assets located at, or associated with, a statement which confirms that HomeStreet Office shall transfer on the Closing has occurred and which authorizes the release to the other party of the instruments and other documents previously delivered in escrow Date applicable to such legal counsel by HomeStreet Office, other than Employee Computers assigned to Offered Employees that do not become Hired Employees on such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur on the appointed Closing Date, the funds shall be returned to Buyer, together with all interest earned thereon, and all escrowed instruments and documents shall be returned to the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by Buyer.

Payment of Purchase Price. Buyer will pay The purchase price for the Shares purchased pursuant to Sellers an amount equal a Purchase Contract shall be paid by application of payments received by the Company on the Share Purchase Date from the Collateral Agent pursuant to the Estimated Purchase Price by wire transferring such amount, Pledge Agreement in lawful money respect of the United States principal of America the Pledged Securities to secure the obligations of the relevant Holder under such Purchase Contract. Such application shall satisfy in immediately available fundsfull the obligations under such Purchase Contract of the Holder of the Security of which such Purchase Contract is a part. The Company shall not be obligated to issue any Shares in respect of a Purchase Contract or deliver any certificates therefor to the Holder of the related Unit unless the Company shall have received payment in full of the aggregate purchase price for Shares to be purchased thereunder in the manner herein set forth. Section 505. Issuance of the Shares. As promptly as practicable on or after the Share Purchase Date, upon receipt by the Company of payment in full of the aggregate purchase price for the Shares purchased by the Holders pursuant to the foregoing provisions of this Article, and subject to Section 506(b), the Company shall deposit with the Purchase Contract Agent, for the benefit of the Holders of the Units, one or more certificates representing the Shares registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for the Shares, together with any dividends or distributions with respect thereto, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which the Holders are entitled hereunder. Subject to the foregoing, upon surrender of a Unit Certificate to the Purchase Contract Agent on or after the Share Purchase Date, with the form of Settlement Instructions thereon duly completed and executed, the Holder of such Unit Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole Shares which such Holder is entitled to receive pursuant to the provisions of this Article Five (after taking into account all Units then held by such Holder) together with cash in lieu of fractional shares as provided in Section 508 and any dividends or distributions with respect to such account(s) shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Unit Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in the name of the Holder or the Holder's designee as Sellers shall have designated by notice to Buyerspecified in the form of Settlement Instructions appearing on the surrendered Unit Certificate. If any Shares issued in respect of a Purchase Contract are to be registered to a Person other than the Closing Date Person in whose name the Unit Certificate evidencing such Purchase Contract is not registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a business day on which financial institutions are open and operating, then on name other than that of the registered Holder of the Unit Certificate evidencing such Purchase Contract or before the last business day on which financial institutions are open and operating before the Closing Date, Buyer shall deliver the Estimated Purchase Price to Buyer's lead bank (the "Escrow Agent") in immediately available funds in U.S. dollars, and each party shall deliver in escrow has established to the other party's designated outside legal counsel the instruments and other documents to be delivered by such party at the Closing. Upon receipt, the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction of the conditions therefor, (i) Buyer shall sign and deliver to Sellers a statement which confirms Company that the Closing such tax either has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least two (2) business days prior to the date the funds are required to be transferred hereunder and (ii) each party shall sign and deliver to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to the other party of the instruments and other documents previously delivered in escrow to such legal counsel by such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does been paid or is not occur on the appointed Closing Date, the funds shall be returned to Buyer, together with all interest earned thereon, and all escrowed instruments and documents shall be returned to the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by Buyerpayable.

Payment of Purchase Price. Buyer will shall pay the Purchase Price as follows: (a) At the Closing, Buyer shall pay the Initial Purchase Price, by wire transfers, as follows: (i) an amount equal to (i) $20,950,000 (ii) plus the amount if any, by which the Estimated Closing Working Capital (as defined below) exceeds $2,800,000 or, as the case may be, less the amount by which $2,800,000 exceeds the Estimated Closing Working Capital, to Sellers based on their Percentage Ownership; (ii) $2,700,000 to the Escrow Agent to hold and disburse pursuant to Section 6.3 and the Escrow Agreement (“Initial Purchase Price Escrow”); (iii) $1,350,000 to the Escrow Agent to hold and disburse pursuant to Section 2.2.4.5 and the Escrow Agreement (“Working Capital Escrow”); and (iv) $2,000,000 to the Escrow Agent to hold and disburse pursuant to Section 2.2.2(b) and the Escrow Agreement ( “Employment Acceptance Escrow”). (b) If the Employment Acceptance Condition is satisfied before 5:00 p.m., local time, on the 15th Business Day after the Closing Date, Buyer shall, within five Days after the date on which the Employment Acceptance Condition was satisfied, instruct the Escrow Agent to release and disburse the Employment Acceptance Escrow to Sellers based on their Percentage Ownership. If the Employment Acceptance Condition has not been satisfied as of 5:00 p.m., local time, on the 15th Business Day after the Closing Date, Sellers Representative shall, before the 18th Business Day after the Closing Date, instruct the Escrow Agent to release and disburse the Employment Acceptance Escrow to Buyer, and the Purchase Price shall be deemed for all purposes hereunder to have been reduced by $2,000,000. (c) Depending on the Company’s “Gross Profit”, as defined below, Buyer shall pay to Sellers Sellers, based on their Percentage Ownership, Earnout Payments of up to $8,000,000. If the Company’s Gross Profit for the period from October 1, 2007 through September 30, 2008 (the “Earn-Out Period”) is equal to or greater than $17,764,902 (the “Target Gross Profit”), then Buyer shall pay to Sellers, based on their Percentage Ownership, $8,000,000 (the “Full Earn-Out Amount”). If the Company’s Gross Profit for the Earn-Out Period is less than the Target Gross Profit, but exceeds $9,494,643 (the “Threshold Gross Profit”), Buyer shall pay to Sellers, based on their Percentage Ownership, an amount equal to the Estimated Purchase Price by wire transferring such amount, in lawful money product of the United States Full Earn-Out Amount multiplied by a fraction, the numerator of America in immediately available funds, which is an amount equal to such account(s) as Sellers shall have designated by notice to Buyerthe actual Gross Profit less the Threshold Gross Profit and the denominator of which is the Target Gross Profit less the Threshold Gross Profit. If the Closing Date actual Gross Profit for the Earn-Out Period is not less than the Threshold Gross Profit, no Earnout Payments shall be made. The Company’s “Gross Profit” means the difference between the Company’s gross revenue and the Company’s direct costs (including direct labor, direct consultant, direct subcontract, and other direct costs, but excluding any corporate overhead allocations and any fringe benefit costs). Buyer shall record the Company’s gross revenue and costs during the Earn-Out Period so as to permit the calculation of the Company’s Gross Profit. Prior to the use by a business day unit of Buyer or any of its Affiliates (excluding the Company) (each a “Business Unit”) of any employee of the Company during the Earn-Out Period on which financial institutions are open projects where the revenue therefrom would not otherwise be included in the Company’s gross revenue, the lead manager of such Business Unit and operatingSellers Representative or his designee shall negotiate in good faith and agree as to the portion of revenue generated by the utilization of such Company employee(s) (less applicable direct costs) on such Business Unit’s project that would be attributed to the Company. Prior to the material and active participation of one or more employees of the Company during the Earn-Out Period in a bid, proposal, or other business development activity of a Business Unit, the lead manager of such Business Unit and Sellers Representative or his designee shall negotiate in good faith and agree as to the expected amount of labor hours of the Company’s employees to be utilized on the resulting project(s), and as to the portion of revenue generated by such utilization of employee(s) of the Company (less applicable direct costs) on the resulting project(s) that would be attributed to the Company. If there is a dispute regarding the portion of revenue that would be attributed to the Company that cannot be resolved between Sellers Representative or his designee and the lead manager of such Business Unit, then on or before the last business day on which financial institutions are open and operating before Buyer’s Chief Operating Officer will make the Closing Date, final determination. Buyer shall deliver agrees that any such revenue during the Estimated Purchase Price Earn-Out Period agreed to Buyer's lead bank (the "Escrow Agent") in immediately available funds in U.S. dollars, and each party shall deliver in escrow be allocated to the other party's designated outside legal counsel the instruments and other documents Company pursuant to be delivered by such party at the Closing. Upon receipt, the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction of the conditions therefor, (i) Buyer shall sign and deliver to Sellers a statement which confirms that the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least two (2) business days prior to the date the funds are required to be transferred hereunder and (ii) each party shall sign and deliver to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to the other party of the instruments and other documents previously delivered in escrow to such legal counsel by such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur on the appointed Closing Date, the funds this section shall be returned to Buyer, together with all interest earned thereon, and all escrowed instruments and documents shall be returned to included in the party who delivered them. The fees and expenses Company’s gross revenue for purposes of Escrow Agent shall be paid one-half by Sellers and one-half by Buyerdetermining the Company’s Gross Profit.

Payment of Purchase Price. Buyer will pay to Sellers an amount equal to the Estimated Purchase Price by wire transferring such amount, in lawful money of the United States of America in immediately available funds, to such account(s) as Sellers shall have designated by notice to Buyer. If the Closing Date is not a business day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Date, Buyer shall deliver the Estimated The Purchase Price to Buyer's lead bank be paid by the Purchaser to the Sellers for the purchase of the Business shall be One Million Two Hundred Thousand Dollars ($1,200,000) (the "Escrow AgentPurchase Price"). The Purchase Price shall be payable in the form of either or a combination of an assumption of liabilities (with a complete written release of Sellers from such liabilities) and/or payment of the Assumed Liabilities. It is expressly understood that Purchaser shall either pay the creditors whose liabilities are being assumed in immediately available funds full or settle with such creditors for less than the full amount of the Assumed Liabilities. In the event that Purchaser pays the Assumed Liabilities in U.S. dollarsfull or settles the Assumed Liabilities with the creditor for less than the full amount of the Assumed Liabilities, and each party Purchaser shall deliver in escrow arrange for the delivery to Sellers of complete written releases of Sellers from the other party's designated outside legal counsel the instruments and other documents to Assumed Liabilities, which written release agreements shall be delivered by such party to Sellers at the Closing. Upon receiptIf, at the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction Purchaser has been unsuccessful in obtaining the complete release of Sellers from all of the conditions thereforAssumed Liabilities, Purchaser shall deposit into escrow (i) Buyer shall sign and deliver to Sellers a statement which confirms that the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price"Escrow"), plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least two (2) business days prior pursuant to the date terms of the escrow agreement ("Escrow Agreement"), attached hereto as Schedule 3.4(a), funds are required to be transferred hereunder and (ii) each party shall sign and deliver equal to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to the other party unreleased portion of the instruments and other documents previously delivered in escrow to such legal counsel by such partyAssumed Liabilities listed on Schedule 3.1. The funds deposited into Escrow Agent shall refund the balance to Buyer. If the Closing does not occur on the appointed Closing Date, the funds shall be returned held in Escrow until all of the Assumed Liabilities shall have either been paid in full or until a written release of all of the Assumed Liabilities shall have been obtained by Purchaser and delivered to Buyer, together with all interest earned thereon, Sellers. Funds held in Escrow shall only be used by the Escrowholder to pay the obligations set forth on Schedule 3.1 hereto. The funds held in Escrow shall act as collateral (the "Collateral") for the payment of the Assumed Liabilities and all escrowed instruments and documents shall be returned to held as security for the party who delivered thempayment by Purchaser of the Assumed Liabilities. The fees and expenses of Escrow Agent Collateral shall be paid one-half governed by Sellers a Pledge and one-half by BuyerSecurity Agreement (the "Pledge Agreement"), attached hereto as Schedule 3.4(b).

Payment of Purchase Price. Buyer will pay to Sellers an amount equal to the Estimated The Purchase Price shall be payable by Buyer at the Closing (as defined in Section 2.8) as follows: (a) That amount of the Purchase Price which equals $24,900,000 less the marked-to-market value of the long-term Investments covered by paragraph (b) below will be paid, at the direction of Seller, in cash by wire transferring such amount, transfer of funds to Seller's account as specified in lawful money Exhibit K (including the payment of $100,000 for the agreements not to compete provided in Section 6.3); (b) A portion of the United States Purchase Price, representing the marked-to-market value (including accrued but unpaid interest, dividends or other distributions) of America the Seller's long-term Investments in immediately available funds, to such account(s) the Customer Depository Account of the Transferred Business as Sellers shall have designated by notice to Buyer. If the Closing Date is not a business day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before of the Closing Date, will be deposited Seller's Customer Depository Account thereby creating an overfunding of Seller's Customer Depository Account in the amount of such cash deposit; Seller shall transfer from its Customer Depository Account to the Buyer's Customer Depository Account (which Buyer has established to hold Customer Deposits of the Transferred Business following the Closing Date) an amount of Cash and Cash Equivalents equal to Customer Deposits, thereby fully funding the Buyer's Customer Depository Account and leaving in Seller's Customer Depository Account long-term Investments equal to the cash deposit received from Buyer, with the result that the Seller's Customer Depository Account has no liabilities and is overfunded by the amount of such long-term Investments; and Seller shall deliver distribute from its Customer Depository Account to itself the Estimated amount of such overfunding, as permitted by the terms of the Seller's Customer Depository Account; within thirty (30) days from the Closing Date, the parties agree that they will determine the exact amount of the Customer Deposit liabilities as of the Closing Date and adjust for any preliminary over- or under-funding of such liabilities under this paragraph (b); and (c) $1,500,000 of the Purchase Price will be paid in cash by wire transfer of funds to Buyer's lead bank (the "Escrow Agent") in immediately available funds in U.S. dollars, and each party shall deliver in escrow to the other party's designated outside legal counsel the instruments and other documents to be delivered by such party at the Closing. Upon receipt, the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction of the conditions therefor, (i) Buyer shall sign and deliver to Sellers a statement which confirms that the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least two (2) business days prior to the date the funds are required to be transferred hereunder and (ii) each party shall sign and deliver to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to the other party of the instruments and other documents previously delivered held in escrow pursuant to such legal counsel by such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur on the appointed Closing Date, the funds shall be returned to Buyer, together with all interest earned thereon, and all escrowed instruments and documents shall be returned to the party who delivered them. The fees and expenses Section 2.9 for satisfaction of Escrow Agent shall be paid one-half by Sellers and one-half by BuyerSeller's indemnification obligations specified in Section 8.1.

Payment of Purchase Price. Buyer will pay to Sellers an amount equal At least four (4) Business Days prior to the Closing Date (or such other time as agreed to by the Purchasers and the Sellers), the Sellers shall prepare in good faith a statement, in accordance with GAAP, and applied on a basis consistent with the preparation of the Business Financial Statements, (a) containing (i) an estimate of Net Working Capital immediately prior to the Closing (“Estimated Purchase Price Net Working Capital”), and (ii) total Funded Indebtedness anticipated to be outstanding immediately prior to the Closing (“Estimated Funded Indebtedness”), and (b) containing the resulting calculation of the Estimated Cash Consideration. At the Closing: (x) each Purchaser shall pay its share of the Estimated Cash Consideration to the Sellers by wire transferring such amount, in lawful money transfer of the United States of America in immediately available funds, funds to such account(s) account or accounts as Sellers shall have designated by notice specify to Buyer. If the Closing Date is Geokinetics not a business day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before less than two (2) Business Days prior to the Closing Date, Buyer and (y) Geokinetics shall deliver the Estimated Purchase Price to Buyer's lead bank (the "Escrow Agent") in immediately available funds in U.S. dollars, and each party shall deliver in escrow Share Consideration to the other party's designated outside legal counsel the instruments and other documents to be delivered appropriate Sellers by such party at the Closing. Upon receipt, the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction of the conditions therefor, (i) Buyer shall sign and deliver to Sellers a statement which confirms that the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds delivering certificates representing the Estimated Purchase Price, plus an amount representing Share Consideration in such amounts and in the interest earned after the Closing Date until the date the funds are transferred, name of such Sellers as PGS shall specify to an account that Sellers shall designate at least Geokinetics not less than two (2) business days Business Days prior to the date Closing Date. Because the funds are required Sellers have elected to pay any applicable Mexican Income Taxes resulting from this Agreement on a net income basis rather than on a gross income basis, all payments of Purchase Price hereunder will be transferred hereunder free of and without deduction or withholding for, or on account of, any Mexican Taxes provided the Sellers comply with the requirements set forth below. The Sellers will duly and timely comply with all applicable requirements under Mexican Tax Laws to pay Mexican Income Taxes imposed on the Sellers’ gain, if any, on the sale of the Purchased Securities on a net income basis (or report loss, if any, on such sale), including, but not limited to: (i) appointing a legal representative in Mexico by granting a power of attorney; (ii) each party shall sign and deliver to the other party's designated outside legal counsel obtaining a statement which confirms that tax opinion (“dictamen fiscal”) prepared by a duly certified public accountant; (iii) filing a tax return within 15 business days after Closing has occurred and which authorizes the release to the other party of the instruments and other documents previously delivered in escrow to such legal counsel by such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur on the appointed Closing Date, the funds shall be returned to Buyer, together with all interest earned thereon, and all escrowed instruments and documents shall be returned to the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by Buyer.and

Payment of Purchase Price. Buyer will The Purchase Price shall be payable to Seller as follows: a. within forty-eight (48) hours from the Effective Date, Purchaser shall pay to Sellers an amount equal Seller’s counsel, Xxxxxxx X. Xxxxxxx, Esq., Xxxxxx Xxxxx Xxxxxxx & Xxxxx, Xxx Xxxx Xxxxxx, Xxxxxxxx, Xxxxx 00000 ("Escrow Agent") the sum of Five Thousand and 00/100 Dollars ($5,000.00) as a deposit (the "Deposit") by confirmed wire transfer. The Deposit shall be credited against the Purchase Price at the Closing; and b. on the Closing Date (as defined in Section 9.1), Purchaser shall pay to Seller the sum of Two Hundred Eighty-Five Thousand Dollars ($285,000.00), subject to adjustment pursuant to the Estimated Purchase Price by wire transferring such amountprovisions of this Contract, in lawful money of the United States of America in immediately available funds, by confirmed wire transfer to such account(s) an account at a bank specified by Seller. c. The parties acknowledge that Escrow Agent is currently and has previously served as Sellers counsel to Seller with the subject matter of this Agreement and shall have designated continue to serve as counsel to Seller in the future. The parties acknowledge and consent to the duties assumed by notice to Buyer. If Escrow Agent hereunder notwithstanding the Closing Date is not a business day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Date, Buyer shall deliver the Estimated Purchase Price to Buyer's lead bank (the "Escrow Agent"’s representation of Seller and expressly agree that the assumption of Escrow Agent’s duties hereunder shall not disqualify or otherwise preclude it from representation of Seller (including in any dispute or litigation arising hereunder) and that this paragraph shall result in immediately available funds in U.S. dollars, and each party shall deliver in escrow to a true escrow. In the other party's designated outside legal counsel the instruments and other documents to be delivered by such party at the Closing. Upon receipt, event that the Escrow Agent shall invest the Estimated Purchase Price is made a party to any lawsuit in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closingconnection with acting as escrow agent, upon satisfaction of the conditions therefor, (i) Buyer shall sign and deliver to Sellers a statement which confirms that the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least two (2) business days prior to the date the funds are required to be transferred hereunder and (ii) each party shall sign and deliver to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to the other party of the instruments and other documents previously delivered in escrow to such legal counsel by such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur on the appointed Closing Date, the funds said office shall be returned entitled to Buyer, together with all interest earned thereon, recover its reasonable attorney’s fees and all escrowed instruments and documents costs which shall be returned to assessed as court costs in favor or the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by Buyerprevailing party.

Payment of Purchase Price. Buyer will pay to Sellers an amount equal to the Estimated (a) The Purchase Price by wire transferring such amount, in lawful money of for each Receivable sold hereunder on any Business Day shall be paid or provided for on the United States of America in immediately available funds, to such account(s) as Sellers shall have designated by notice to Buyer. If the Closing Date is not a business day Business Day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Date, Buyer shall deliver the Estimated Purchase Price to Buyer's lead bank such sale occurred (the "Escrow Agent"i) by payment in immediately available funds in U.S. dollars, and each party shall deliver in escrow to the other party's designated outside legal counsel the instruments and other documents to be delivered by extent MRFC has such party at the Closing. Upon receipt, the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction of the conditions therefor, (i) Buyer shall sign and deliver to Sellers a statement which confirms that the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least two (2) business days prior to the date the funds are required to be transferred hereunder available and (ii) each party shall sign and deliver to the other partyextent such funds are not available, by increasing the amount due under the Subordinated Note by notation thereon; provided, however, that the aggregate outstanding principal amount of the Subordinated Note on any Business Day (after giving effect to all repayments thereof on or before such Business Day) shall not exceed the lesser of (x) 30% of the Outstanding Balance of the Receivables purchased hereunder existing on such Business Day and (y) an amount that would cause MRFC's designated outside legal counsel net worth (as defined in accordance with GAAP) to be less than $25,000,000. To the extent that MRFC does not have sufficient cash or availability under the Subordinated Note to pay the total Purchase Price for Receivables sold on any Business Day in full, Metaldyne Company LLC may make a statement which confirms that cash capital contribution to MRFC. No sales of Receivables shall be made hereunder on and after the Purchase Termination Date. (b) All advances made by the Sellers to Purchaser pursuant to Section 3.02 (a) (each, an "Advance") shall be evidenced by a single subordinated note, duly executed on behalf of Purchaser, in substantially the form of Exhibit A annexed hereto, delivered on the Closing has occurred Date and which authorizes payable to Metaldyne, as agent for the release Sellers (as amended, supplemented or otherwise modified and in effect from time to time, the "Subordinated Note"). The Collection Agent is hereby authorized by Purchaser to endorse on the schedule attached to the other party Subordinated Note (or a continua- tion of such schedule attached thereto and made a part thereof) an appropriate notation evidencing the date and amount of each Advance, as well as the date and amount of each payment with respect thereto; provided, however, that the failure of any Person to make such a notation shall not affect any obligations of Purchaser thereunder. Any such notation shall be conclusive and binding as to the date and amount of such Advance, or payment of principal or interest thereon, absent manifest error. (c) The terms and conditions of the instruments Subordinated Note and other documents previously delivered in escrow to such legal counsel by such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur on the appointed Closing Date, the funds all Advances thereunder shall be returned to Buyer, together with all interest earned thereon, and all escrowed instruments and documents shall be returned to the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by Buyer.as follows:

Payment of Purchase Price. (a) Buyer will shall pay to Sellers an amount equal the Deposit on the Agreement Date and shall pay all other outstanding Purchase Price invoices in accordance with the terms of this Section 2.5. (b) Not less than five (5) Business Days prior to the Estimated Purchase Price Invoice Due Date for all invoices to be paid by wire transferring such amountBuyer, in lawful money of the United States of America in immediately available funds, to such account(s) as Sellers Seller shall have designated by notice deliver to Buyer. If the Closing Date is not a business day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Date, Buyer shall deliver the Estimated Purchase Price to Buyer's lead bank (the "Escrow Agent") in immediately available funds in U.S. dollars, and each party shall deliver in escrow to the other party's designated outside legal counsel the instruments and other documents to be delivered by such party at the Closing. Upon receipt, the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction of the conditions therefor, : (i) Buyer shall sign and deliver A draft Payment Notice, setting forth the anticipated aggregate Purchase Price for all Phase 2 New Systems to Sellers a statement which confirms that be paid; (ii) Seller’s Certificates of Commissioning evidencing the Closing has occurred and which instructs achievement of the Escrow Agent to transfer to Sellers Commissioning Milestone achieved by the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least two (2) business days applicable Phase 2 New Systems prior to the date of such draft Payment Notice; and (iii) A statement of any estimated Delay LDs to be deducted for any Delayed Phase 2 New System(s). (c) Not less than one (1) Business Days prior to the funds applicable Invoice Due Date for all invoices issued pursuant to Section 2.4(a)(ii) and Section 2.4(a)(iii) that are to be paid by Buyer, Seller shall deliver to Buyer: 18 DM_US 164459518-11.107145.0012 (i) An executed Payment Notice, setting forth the actual aggregate Purchase Price for all Phase 2 New Systems to be paid by Buyer, which amount shall in no event exceed the amount notified by Seller to Buyer in the applicable draft Payment Notice; (ii) Seller’s Certificates of Commissioning, to the extent not previously delivered, evidencing the achievement of the Commissioning Milestones achieved as of such date by the applicable Phase 2 New Systems between the date on which the draft Payment Notice and accompanying Seller’s Certificates of Commissioning were delivered and the date on which the executed Payment Notice was delivered; (iii) Written confirmation of any Delay LDs payable; provided that Buyer shall have the right, in good faith, to dispute Seller’s calculation of any Delay LDs; and (iv) A duly executed certificate from Leidos Engineering, LLC in the form attached hereto as Exhibit M. (d) Buyer shall, on the applicable Invoice Due Date indicated in the executed Payment Notice delivered by Seller pursuant to Section 2.5(c), make Purchase Price payments for each Phase 2 New System included in such undisputed Payment Notice for which Seller has issued invoices pursuant to Section 2.4(a)(ii) and Section 2.4(a)(iii) and delivered Seller’s Certificates of Commissioning evidencing the satisfaction of the Commissioning Milestone. (e) [Reserved] (f) Seller shall promptly pay all subcontractors working on the Phase 2 New Systems (including, for clarification, subcontractors working off-Site), and shall, at the time of each payment made to any such subcontractor, obtain a partial or final Lien waiver, as applicable, in a form approved by Buyer, and promptly provide Buyer with a copy of each such Lien waiver for any payments made to (i) a subcontractor in excess of [*] for any invoice or [*] in the aggregate or (ii) a Major Service Provider. Seller shall discharge any Liens by such subcontractors within thirty (30) days of receiving notice thereof. Seller shall release all Liens in favor of Seller on each Facility upon final payment of the Purchase Price for the final Phase 2 New System installed at such Facility. Upon the failure of Seller to discharge a Lien required to be transferred hereunder discharged under this Section 2.5, or else promptly to provide a bond in an amount and from a surety acceptable to Buyer to protect against such Lien, in each case, within thirty (ii30) each party shall sign and deliver to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to the other party days after Seller is aware of the instruments and other documents previously delivered in escrow to existence thereof, Buyer may, but shall not be obligated to, pay, discharge or obtain a bond or security for such legal counsel by Lien and, upon such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur on the appointed Closing Datepayment, the funds discharge or posting of security therefor, shall be returned entitled immediately to Buyerrecover from Seller the amount thereof, together with all reasonable and necessary expenses actually incurred by Buyer in connection with such payment or discharge, or to set off all such amounts against any amounts owed by Buyer to Seller hereunder or under the A&R MOMA. DM_US 164459518-11.107145.0012 (g) With respect to any payment due from one party to the other pursuant to this Agreement, unless being contested in good faith, interest earned thereonshall accrue daily at the lesser of a monthly rate of one percent (1.0%) or the highest rate permissible by law on the unpaid balance. (h) Buyer at its sole option is hereby authorized to setoff any undisputed amounts owed Buyer under the A&R MOMA or this Agreement, as applicable, and all escrowed instruments and documents shall be returned which are past due against any amounts owed by Buyer to Seller under the party who delivered themA&R MOMA or this Agreement. The fees rights provided by this paragraph are in addition to and expenses not in limitation of Escrow Agent shall any other right or remedy (including any right to set-off, counterclaim, or otherwise withhold payment) to which Buyer may be paid one-half entitled (whether by Sellers and one-half by Buyeroperation of law, contract or otherwise).

Payment of Purchase Price. Buyer will (a) Subject to the satisfaction of the conditions set forth in Section 2.5, on the Sale Date the Purchaser shall pay to Sellers the Seller an amount equal to [***] percent of the Estimated Purchase Price. (b) In the event that the actual Purchase Price is different from the Estimated Purchase Price by wire transferring such amountbased on the Purchase Price Computation Worksheet provided pursuant to Section 3.1(c), within ten Business Days after the Sale Date, an adjustment, and payment between the Parties, shall be made in favor of the Seller or Purchaser with interest thereon at the Federal Funds Rate from the Sale Date to the date of payment. (c) The Purchaser shall hold back [***] percent of the Purchase Price (the “Holdback”), to be released, as Purchaser receives the required documents from the Collateral File and Servicing File with respect to each Mortgage Loan, as follows: (i) Within 90 days following receipt of the Collateral File and Servicing Files, in lawful money of bulk, the United States of America in immediately available funds, to such account(s) as Sellers shall have designated by notice to Buyer. If the Closing Date is not a business day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Date, Buyer Purchaser shall deliver the Estimated Purchase Price to Buyer's lead bank (the "Escrow Agent") in immediately available funds in U.S. dollars, and each party shall deliver in escrow to the other party's designated outside legal counsel the instruments and other documents or cause to be delivered by such party at the Closing. Upon receipt, the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction of the conditions therefor, (i) Buyer shall sign and deliver to Sellers a statement which confirms that the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least two (2) business days prior to the date Seller a report (the funds “Initial Holdback Report”) identifying any missing, incomplete or inaccurate items as are required to be transferred hereunder in such Collateral Files or Servicing Files pursuant to the Guides, other than recorded Assignments of Mortgage required as a result of this transaction, and other than recorded original documents with respect to Mortgage Loans secured by Mortgaged Property in Hawaii (provided that the Seller shall instead deliver a recording receipt of the applicable Hawaii recording office or, if such recording receipt is not available, an officer’s certificate, confirming that such Mortgage has been accepted for recording) (the “Holdback Items”). Within 60 days of the Purchaser’s delivery of the Initial Holdback Report, the Purchaser shall deliver or cause to be delivered to the Seller a second report identifying all Holdback Items with respect to the Mortgage Loans, updated to reflect satisfactions, liquidations, and Holdback Items received from the date of the Initial Holdback Report (the “Second Holdback Report”). Every 30 days thereafter, the Purchaser shall deliver to the Seller a report updated to reflect satisfactions, liquidations, and Holdback Items received (each, a “Holdback Report”) from the date of the prior Holdback Report to the date of the current Holdback Report until the Purchaser or the Document Custodian has received all of the Holdback Items. (ii) each party The Purchaser shall sign and deliver release the Holdback to the other party's designated outside legal counsel Seller on a statement Mortgage Loan-level, pro rata basis, for each Mortgage Loan with respect to which confirms that Closing the Purchaser or the Document Custodian has occurred and which authorizes the release to the other party received all of the instruments Holdback Items or as to which no Holdback Items have been identified (i.e., the amount released with respect to each Mortgage Loan will equal the Holdback divided by the number of Mortgage Loans), within ten Business Days following the Purchaser’s delivery of the Initial Holdback Report, the Second Holdback Report and other documents previously delivered in escrow each Holdback Report. (iii) Notwithstanding the foregoing, the Purchaser shall be entitled to such legal counsel by such party. The Escrow Agent shall refund retain a minimum of $[***] until the balance to Buyer. If Purchaser or the Closing does not occur Document Custodian has received all of the Holdback Items; provided that, on the appointed Closing date that occurs [***] months following the Transfer Date, the funds Purchaser shall make a final release from the Holdback of any amounts in excess of the amounts of out-of-pocket costs and expenses the Purchaser reasonably believes will be necessary to cure, correct or replace any remaining Holdback Items, as reasonably documented to the Seller, and the Purchaser shall be returned entitled to Buyerretain the balance of the Holdback. In addition, together to the extent the Purchaser or the Document Custodian has a reasonable, immediate need for any Holdback Item not yet provided by the Seller, the Purchaser may, if the Seller is unable to provide such Holdback Item within ten Business Days’ after written notice to the Seller, or such shorter period as reasonably necessary for the Purchaser to comply with all interest earned thereonApplicable Requirements, undertake its own efforts to create or obtain such Holdback Item, directly or through the efforts of a designee, and all escrowed instruments and documents offset the reasonable, out-of-pocket cost associated therewith against the Holdback. The Holdback shall not be subject to offset or reduction for any other amounts which may be claimed by or due to the Purchaser hereunder, other than as agreed to by the Seller in writing in advance. (iv) Releases of Holdback shall be returned accompanied by interest thereon at the Federal Funds Rate from the Sale Date to the party who delivered themdate of payment. (d) The Purchaser shall reimburse the Seller for any Advances related to the Mortgage Loans properly made by the Seller pursuant to the Applicable Requirements and recoverable in accordance with Applicable Requirements, to the extent outstanding on the Transfer Date as follows: (i) The Purchaser shall reimburse the Seller for the P & I Advances within three Business Days after receipt by the Purchaser from the Seller of customary documentation and support with respect to such P & I Advances, including but not limited to the Lender Processing Services MSP system ZZTB report; (ii) The Purchaser shall reimburse the Seller for the Corporate Advances within ten Business Days after receipt by the Purchaser from the Seller of customary documentation and support with respect to such Corporate Advances (including invoices where applicable); (iii) T & I Advances shall be recovered by Seller in accordance with Section 5.7, and the Seller shall provide the Purchaser with Purchaser with customary documentation and support with respect to such T & I Advances. Documentation and support required to be provided with respect to any Advance may be in electronic form. The fees Purchaser may withhold or delay payment of Advances for insufficient documentation and expenses support only with respect to those Advances for which such documentation and support has not been provided, and the Purchaser shall reimburse the Seller for all other Advances for which proper documentation and support has been provided as set forth herein. Notwithstanding anything in this Agreement to the contrary, with respect to Advances made by the Seller between the Sale Date, and the Transfer Date, Purchaser shall reimburse Seller for ordinary deductions from the calculation of Escrow Agent either insurance or guaranty benefits by an Insurer or reimbursement of Advances by the Investor assuming the Seller complied with Applicable Requirements. Such reimbursement for non-recoverable Advances made by Seller between the Sale Date and the Transfer Date also shall include non-recoverable Advances that are required or authorized to be made pursuant to Applicable Requirements; provided, in the case of such non-recoverable Advances that are authorized (but not required) to be made pursuant to Applicable Requirements, only to the extent they are made in a manner consistent with past practice. (e) The Purchaser shall provide the Seller with a list of those Mortgage Loans which paid one-half off in full within 90 days after the Sale Date. The Seller shall return to the Purchaser a portion of the Purchase Price equal to the Purchase Price Percentage multiplied by Sellers and one-half by Buyerthe aggregate outstanding principal balance of such Mortgage Loan as of the Sale Date within five Business Days of receipt of such list of Mortgage Loans.

Payment of Purchase Price. Buyer will pay to Sellers an amount equal to the Estimated Purchase Price by wire transferring such amount, in lawful money of the United States of America in immediately available funds, to such account(s(a) as Sellers shall have designated by notice to Buyer. If the Closing Date is not a business day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Date, Buyer shall deliver the Estimated Purchase Price to Buyer's lead bank Not less than ten (the "Escrow Agent") in immediately available funds in U.S. dollars, and each party shall deliver in escrow to the other party's designated outside legal counsel the instruments and other documents to be delivered by such party at the Closing. Upon receipt, the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction of the conditions therefor, (i) Buyer shall sign and deliver to Sellers a statement which confirms that the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least two (210) business days prior to the date Closing, Seller shall, in good faith and in a manner consistent with the funds are required terms of this Agreement, prepare and deliver to be transferred hereunder and Buyer a forecasted balance sheet for the Business as of the Closing Date (immediately prior to the Closing of the transactions under this Agreement) (the "Forecasted Closing Balance Sheet") together with a statement (the "Closing Statement") certified by the Chief Financial Officer of Seller setting forth (i) Seller's good faith calculation of the Net Worth Amount as of the Closing, (ii) each Seller's good faith calculation of the Customer Deposits as of the Closing, and (iii) Seller's good faith estimate of the amount of the Purchase Price Adjustment, if any, pursuant to Section 2.2 above (the "Estimated Closing Purchase Price Adjustment"). The Forecasted Closing Balance Sheet shall be prepared in a manner consistent with the Seller Balance Sheet using the same policies, principles and methodology used in connection with the preparation and determination of the Seller Balance Sheet, including a normal, prudent reserve appropriate for the Inventory set forth on the Forecasted Closing Balance Sheet and consistent with Seller's past practices for similar inventory. The Forecasted Closing Balance Sheet and the Closing Statement shall be subject to Buyer's review and approval for purposes of verifying the Estimated Closing Purchase Price Adjustment; provided, however, that Buyer's review and approval thereof shall not affect the preparation of the Closing Balance Sheet or the Actual Closing Purchase Price Adjustment in accordance with Section 2.4 below. Each party shall sign bear their own costs and deliver to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to the other party of the instruments and other documents previously delivered in escrow to such legal counsel expenses, including any fees incurred by such party. The Escrow Agent 's accountants, in connection with the preparation and review of the Forecasted Closing Balance Sheet and the Closing Statement. (b) Subject to the satisfaction of all of the conditions set forth in this Agreement, the Purchase Price shall refund be payable as follows: (i) Buyer shall at the balance Closing either (A) pay to Buyer. If Seller Sixty-Five Million Two Hundred Thousand Dollars ($65,200,000) in immediately available funds (as adjusted by the Estimated Closing Purchase Price Adjustment), or (B) in the event that Buyer does not consummate an offering and sale of its securities generating net proceeds to Buyer of at least Seventy Five Million Dollars ($75,000,000) on or before May 17, 2000, Buyer may (1) pay to Seller the sum of Fifty Million Dollars ($50,000,000) in immediately available funds, and (2) deliver to Seller a number of shares of Buyer Common Stock (the "Closing Shares") determined by dividing Fifteen Million Two Hundred Thousand Dollars ($15,200,000) (as adjusted by the Estimated Closing Purchase Price Adjustment) by the Discounted Closing Average; provided, however, that if (aa) the Discounted Closing Average is greater than the Closing Average Limit, then for purposes of calculating the number of Closing Shares, the Discounted Closing Average shall be deemed to equal the Closing Average Limit, and (bb) the Discounted Closing Average is less than the Closing Average Base, then for purposes of calculating the number of Closing Shares, the Discounted Closing Average shall be deemed to equal the Closing Average Base; provided, further, that if the provisions of Section 12.1(d) are applicable, and Buyer has delivered a Non-Termination Notice to Seller, then the number of Closing Shares shall be determined in accordance with Section 12.1(d); (ii) Buyer shall at the Closing deliver to Seller the Warrants; (iii) Buyer shall at the Closing pay to Seller up to One Million Dollars ($1,000,000) in accordance with Section 2.10 below; (iv) Buyer shall on the 30th calendar day after the Closing pay to Seller Four Million Eight Hundred Forty-Six Thousand Dollars ($4,846,000) in immediately available funds; and (v) Buyer shall on the 60th calendar day after the Closing pay to Seller Four Million Eight Hundred Forty-Six Thousand Dollars ($4,846,000) in immediately available funds. (c) In the event that the Closing does not occur on or prior to April 17, 2000, Buyer shall pay to Seller interest at a rate of 12.0% per annum on the appointed cash portion of the Purchase Price payable at Closing Date(as adjusted by the Estimated Closing Purchase Price Adjustment) from April 17, the funds shall be returned to Buyer, together with all interest earned thereon, and all escrowed instruments and documents shall be returned 2000 to the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by BuyerClosing Date (the "Interest Payment").

Payment of Purchase Price. Buyer will pay to Sellers an amount equal to the Estimated Purchase Price by wire transferring such amount, in lawful money (a) Each of the United States parties agrees to waive the requirement set forth in Section 1.3(a)(x) of America in immediately available funds, to such account(s) as Sellers shall have designated by notice to Buyer. If the Purchase Agreement that Buyer pay on the Initial Closing Date is not a business day on which financial institutions are open the aggregate of the Purchase Premium and operating, then on or before Estimated Book Value of the last business day on which financial institutions are open and operating before Assets minus the aggregate of the 4/30/04 NAV of the Deferred Assets. (b) The parties agree that at the Initial Closing Date, Buyer shall deliver pay the Estimated Purchase Price to Buyer's lead bank aggregate of: (1) the "Escrow Agent") in immediately available funds in U.S. dollars, and each party shall deliver in escrow to the other party's designated outside legal counsel the instruments and other documents to be delivered by such party 4/30/04 NAV of those Assets sold with a transfer of title at the Closing. Upon receipt, the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction Initial Closing Date (excluding equitable assignments pursuant to Section 5.2(d) of the conditions therefor, Purchase Agreement); plus (i2) the product of (A) the quotient of $992,977,494.81 divided by $1,080,000,000 times (B) the Purchase Premium. (c) All other Assets not sold on the Initial Closing Date shall be treated the same for all purposes under the Purchase Agreement as Deferred Assets are treated pursuant to Section 1.3(a)(y) and the last sentence of Section 1.3(b) of the Purchase Agreement. (d) Buyer and Sellers further agree that Buyer shall sign pay the Remaining Premium Amount (as defined below) at any Subsequent Closing at which the aggregate of the 4/30/04 NAV for all Specified Financing and deliver Lease Assets, Equity Assets and Assets Held for Sale and Lease sold with a transfer of title (excluding equitable assignments pursuant to Section 5.2(d) of the Purchase Agreement) at the Initial Closing and all Subsequent Closings first equals or exceeds $1,080,000,000. The “Remaining Premium Amount” equals the aggregate amount of the Purchase Premium which is not paid by Buyer to Sellers a statement which confirms that at the Initial Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase PriceDate, plus an amount representing interest thereon at the interest earned after Applicable Interest Rate, for the period extending from the Initial Closing Date until payment of the date the funds Remaining Premium Amount. (e) If any Assets are transferred, equitably assigned by Sellers to an account that Sellers shall designate at least two (2) business days Buyer on or prior to the date the funds are required Final Closing Date pursuant to be transferred hereunder and (iiSection 5.2(d) each party shall sign and deliver to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to the other party of the instruments and other documents previously delivered in escrow Purchase Agreement, Buyer shall pay to Sellers at such legal counsel by Final Closing the 4/30/04 NAV for all such party. The Escrow Agent shall refund Assets plus interest thereon at the balance to Buyer. If Applicable Interest Rate, for the period extending from the Initial Closing does not occur on the appointed Closing Date, the funds shall be returned to Buyer, together with all interest earned thereon, and all escrowed instruments and documents shall be returned to the party who delivered them. The fees and expenses Date until payment of Escrow Agent shall be paid one-half by Sellers and one-half by Buyersuch amount.

Payment of Purchase Price. Buyer will pay to Sellers an amount equal to the Estimated (a) The Purchase Price for each Receivable sold hereunder on any Business Day shall be paid or provided for on such Business Day (i) by wire transferring such amount, in lawful money of the United States of America in immediately available funds, to such account(s) as Sellers shall have designated by notice to Buyer. If the Closing Date is not a business day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Date, Buyer shall deliver the Estimated Purchase Price to Buyer's lead bank (the "Escrow Agent") payment in immediately available funds to the extent such funds are available in U.S. dollarsexcess of necessary working capital, (ii) with respect to Receivables sold by C&A to the Purchaser hereunder, with the consent of C&A, by means of capital contributed by C&A to the Purchaser in the form of a contribution of the additional Receivables, (iii) at the option of the Collection Agent, on behalf of the applicable (b) The Receivables with respect to which the Purchase Price therefor is paid pursuant to Section 3.2(a)(i) and (iii) are referred to herein as "Purchased Receivables" and the Receivables with respect to which the Purchase Price therefor is paid pursuant to Section 3.2(a)(ii) are referred to herein as "Contributed Receivables." The Purchased Receivables and the Contributed Receivables are collectively referred to herein as the "Transferred Receivables." (c) The Collection Agent shall be responsible, in its sole discretion but in accordance with subsection 3.2(a), for allocating among the Sellers the payment of the Purchase Price for Receivables either in the form of cash received from the Purchaser or as an addition to the principal amount of the applicable Seller Note. The Purchaser shall be entitled to pay all amounts in respect of the Purchase Price of Receivables and Related Security to an account of the Collection Agent for allocation by the Collection Agent to the Sellers, and each party of the Sellers hereby appoints the Collection Agent as its agent for the purposes of receiving such payments and making such allocations and hereby authorizes the Purchaser to make all payments due to such Seller directly to, or as directed by, the Collection Agent. The Collection Agent hereby accepts and agrees to such appointment. All payments under this Agreement shall deliver be made not later than 3:00 p.m. (New York City time) on the date specified therefor in escrow Dollars in same day funds or by check, as the Collection Agent shall elect and to the other party's bank account designated outside legal counsel in writing by the instruments and other documents to be delivered by such party at the Closing. Upon receipt, the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction of the conditions therefor, (i) Buyer shall sign and deliver to Sellers a statement which confirms that the Closing has occurred and which instructs the Escrow Collection Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least two (2) business days prior to the date the funds are required to be transferred hereunder and (ii) each party shall sign and deliver to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to the other party of the instruments and other documents previously delivered in escrow to such legal counsel by such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur on the appointed Closing Date, the funds shall be returned to Buyer, together with all interest earned thereon, and all escrowed instruments and documents shall be returned to the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by BuyerPurchaser.

Payment of Purchase Price. Buyer will pay to Sellers an amount equal to the Estimated The Purchase Price shall be paid to Seller by wire transferring such amount, in lawful money of the United States of America in immediately available funds, to such account(s) Buyer as Sellers shall have designated by notice to Buyerfollows: A. Escrow Deposit. If the Closing Date is not a business day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before the Closing DateConcurrently herewith, Buyer shall deliver the Estimated Purchase Price to Buyer's lead bank $50,000 (the "Escrow Agent") in immediately available funds in U.S. dollars, and each party shall deliver in escrow to the other party's designated outside legal counsel the instruments and other documents to be delivered by such party at the Closing. Upon receipt, the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction of the conditions therefor, (i) Buyer shall sign and deliver to Sellers a statement which confirms that the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least two (2) business days prior to the date the funds are required to be transferred hereunder and (ii) each party shall sign and deliver to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to the other party of the instruments and other documents previously delivered in escrow to such legal counsel by such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur on the appointed Closing Date, the funds shall be returned to Buyeramount, together with all interest earned thereon, is herein called the "Escrow Deposit") to First American Title Company, at its offices at 000 X. Xxxxx Xxxxxx, Xxxxx Xxx, Xxxxxxxxxx 00000, Attention: Ms. Xxxx Xxxxx (which company, in its capacity as escrow holder hereunder, is called "Escrow Holder"). The amounts deposited hereunder shall be held by Escrow Holder as a deposit against the Purchase Price in accordance with the terms and provisions of this Agreement. At all times that the Escrow Deposit is being held by the Escrow Holder, the Escrow Deposit shall be invested by Escrow Holder in the following investments ("Approved Investments"): (i) United States Treasury obligations, (ii) United States Treasury-backed repurchase agreements issued by a major money center banking institution reasonably acceptable to Seller and Buyer, or (iii) such other manner as may be reasonably agreed to by Seller and Buyer. Within one (1) business day of receipt of the Escrow Deposit, Escrow Holder will deliver to Seller the entire Escrow Deposit (including the Escrow Deposit and all escrowed instruments interest earned to date thereon) which Escrow Deposit shall thereupon be held by Seller as a deposit against Purchase Price as provided for herein. Seller shall not be required to hold the Escrow Deposit in a separate account (but may commingle the Escrow Deposit with other funds of Seller) and documents any interest earned on the Escrow Deposit after delivery to Seller shall be returned and shall remain the property of Seller. Buyer hereby confirms that the delivery of the Escrow Deposit shall constitute Buyer's irrevocable authorization to Escrow Holder to release the party who delivered them. The fees Escrow Deposit to Seller as aforesaid (and expenses of Escrow Agent no further confirmation or instructions from Buyer shall be paid one-half by Sellers and one-half by Buyerrequired).

Payment of Purchase Price. Buyer will (i) Subject to all other terms and conditions of this Agreement, Purchaser agrees to pay to Sellers an the applicable amount equal specified in Section 1(c)(ii) by delivery of the same to the Estimated Purchase Price by wire transferring such amountEscrow Agent no later than 4:00 P.M. Dallas, in lawful money of the United States of America in immediately available funds, to such account(s) as Sellers shall have designated by notice to Buyer. If Texas time on the Closing Date is Date. In the event the Escrow Agent or the Indemnity Escrow Agent has not a business day received the payment specified in Section 1(b) from Purchaser by said time on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Date, Buyer shall deliver but Purchaser has initiated the Estimated Purchase Price wire to Buyer's lead bank (the "Escrow Agent") in immediately available funds in U.S. dollars, and each party shall deliver in escrow to the other party's designated outside legal counsel the instruments and other documents to be delivered by such party at the Closing. Upon receipt, the Escrow Agent and the Indemnity Escrow Agent, Seller shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction of the conditions therefor, (i) Buyer shall sign and deliver to Sellers a statement which confirms that extend the Closing has occurred and to the next business day following such date, in which instructs event the day that both the Escrow Agent to transfer to Sellers and the funds representing Indemnity Escrow Agent receives their respective wires shall be deemed the Estimated Purchase Price, plus an amount representing “Closing Date” and the interest earned after the prorations and adjustments under Section 4 shall be recomputed as of such extended Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least two (2) business days prior to the date the funds are required to be transferred hereunder and Date. (ii) each party shall sign and deliver to On the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to the other party of the instruments and other documents previously delivered in escrow to such legal counsel by such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur on the appointed Closing Date, the funds Indemnity Escrow Amount will be deposited with the Indemnity Escrow Agent), which shall be returned held by the Indemnity Escrow Agent in escrow to Buyerpay claims with respect to any breach of the applicable Seller’s Warranties under this Agreement (the “Indemnity Escrow Funds”). On the date that is the (6) month anniversary of the Closing Date, together with all interest earned thereon, Purchaser and all escrowed instruments and documents Seller shall be returned issue joint written instructions to the party who delivered them. The fees and expenses of Escrow Agent in accordance with the Indemnity Escrow Agreement instructing the Indemnity Escrow Agent to release to Seller the amount, if any, by which (A) 50% times the initial Indemnity Escrow Funds amount exceeds (B) the amount of any pending claims under Claim Notices delivered to Seller and the Indemnity Escrow Agent prior to the six (6) month anniversary of the Closing Date, in accordance with the Indemnity Escrow Agreement. On the date that is the nine (9) month anniversary of the Closing Date, Purchaser and Seller shall be paid one-half issue joint written instructions to the Indemnity Escrow Agent in accordance with the Indemnity Escrow Agreement instructing the Indemnity Escrow Agent to release to Seller the amount, if any, by Sellers and one-half by Buyer.which (A) the balance of Indemnity Escrow Funds exceeds

Payment of Purchase Price. Buyer will pay to Sellers an amount equal to the Estimated Purchase Price by wire transferring such amount, in lawful money of the United States of America in immediately available funds, to such account(s(a) as Sellers shall have designated by notice to Buyer. If the Closing Date is not a business day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before On the Closing Date, Buyer Purchaser shall deliver pay the Estimated Purchase Cash Price less the Adjustment Escrow Amount and the Indemnity Escrow Amount to Buyer's lead bank (the "Escrow Agent") in Selling Stockholders, which shall be paid to or at the direction of the Selling Stockholders by wire transfer of immediately available funds into accounts designated in U.S. dollars, and each party shall deliver in escrow to writing by the other party's designated outside legal counsel the instruments and other documents to be delivered by such party at the Closing. Upon receipt, the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction of the conditions therefor, (i) Buyer shall sign and deliver to Sellers a statement which confirms that the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least Selling Stockholders not less than two (2) business days Business Days prior to the date the funds are required to be transferred hereunder and (ii) each party shall sign and deliver Closing Date; with such amounts paid to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to the other party accounts of the instruments and other documents previously delivered Selling Stockholders allocated among them in escrow to such legal counsel by such party. The Escrow Agent shall refund accordance with their pro rata ownership of the balance to Buyer. If Shares as set forth on Exhibit A. (b) On the Closing does not occur on the appointed Closing Date, Purchaser shall deliver, or with respect to the Escrowed Stock, cause to be delivered to the Selling Stockholders the Purchaser Common Stock n the applicable share amounts among them as set forth on Exhibit A. (c) On the Closing Date, Purchaser shall pay the Adjustment Escrow Amount and the Indemnity Escrow Amount to the Escrow Agent by wire transfer of immediately available funds for deposit into the Adjustment Escrow Account and the Indemnity Escrow Account, respectively, established pursuant to the terms of the Escrow Agreement, to be held by the Escrow Agent pursuant to the terms and conditions thereof. (d) Seller represents and warrants that no payments that will be made in respect of the Purchase Price hereunder to any Selling Stockholder will be subject to any employment-related Taxes. If, however, it is determined that any such payments are subject to any employment-related Taxes, such payments made to the Selling Stockholders, who are (or were) employees of the Company, under this Agreement shall be returned subject to Buyer, together with all interest earned thereon, such reduction for employment-related Taxes as shall be required by applicable federal and state withholding Laws and all escrowed instruments and documents such withheld amounts shall be returned remitted to the party who delivered themapplicable Taxing Authorities promptly following the date of payment. The fees and expenses of Escrow Agent Despite having amounts so withheld, the applicable Selling Stockholders shall be paid one-half by Sellers treated as though they had received and one-half by Buyershall be deemed to have received the full amounts of the Purchase Price to which they are otherwise entitled.

Payment of Purchase Price. Buyer (a) The aggregate consideration for the Sold Assets will be $91,000,000.00, subject to adjustment pursuant to Section 3.02 (the “Purchase Price”), plus the assumption of the Assumed Liabilities (together with the Purchase Price, the “Total Consideration”). At the Closing, Buyers will pay $71,500,000 of the Purchase Price to Sellers an amount equal Ferro (or its designee), $17,000,000 of the Purchase Price to Ferro Spain (or its designee) and $2,500,000 (the “Escrow Amount”) of the Purchase Price to the Estimated Escrow Agent (as defined below), in each case by wire transfer of immediately available U.S. funds pursuant to wire instructions delivered to Buyers in writing prior to the Closing. For avoidance of doubt, the entire Escrow Amount represents Purchase Price allocated to Ferro. (b) At the Closing, the Escrow Amount shall be deposited by wire transferring such amountBuyers into escrow with RBS Citizens, N.A (the “Escrow Agent”), pursuant to an escrow agreement in lawful money the form of Exhibit A hereto (the “Escrow Agreement”) and shall be held to satisfy any claims made by Buyers or any of the United States Buyer Indemnified Persons against Sellers pursuant to Article XI for a period of America eighteen (18) months. All costs and expenses related to holding in immediately available fundsescrow the Escrow Amount shall be paid equally by the Buyers, on the one hand, and Sellers, on the other hand. One half of the Escrow Amount minus all amounts relating to such account(sunresolved Claims made by Buyers or any of the Buyer Indemnified Persons against Sellers pursuant to Article XI (plus any earnings accrued on the Escrow Amount) as Sellers shall have designated by notice be released to Buyer. If Seller on the nine month anniversary of the Closing Date is not a business day on which financial institutions are open or any time thereafter upon Buyer’s receipt of the Spanish Tax Clearance Certificates and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Date, Buyer shall deliver the Estimated Purchase Price to Buyer's lead bank (the "Escrow Agent") in immediately available funds in U.S. dollars, and each party shall deliver in escrow to the other party's designated outside legal counsel the instruments and other documents to be delivered by such party at the Closing. Upon receipt, balance of the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon Amount minus all amounts relating to unresolved Claims made by Sellers and Buyer. At Closing, upon satisfaction Buyers or any of the conditions therefor, Buyer Indemnified Persons against Sellers pursuant to Article XI (i) Buyer shall sign and deliver to Sellers a statement which confirms that the Closing has occurred and which instructs plus any earnings accrued on the Escrow Agent Amount) shall be released to transfer to Sellers Seller on the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after eighteen month anniversary of the Closing Date until whether or not Buyer has received the date Spanish Tax Clearance Certificates. (c) At the funds are transferredClosing, to an account that Sellers the COBRA Escrow Amount shall designate at least two (2) business days prior be deposited by Buyers into the COBRA Escrow Account pursuant to the date the funds are required Escrow Agreement and shall be held pursuant to be transferred hereunder Section 8.01(e)(vi). All costs and (ii) each party shall sign and deliver expenses related to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to the other party of the instruments and other documents previously delivered holding in escrow to such legal counsel by such party. The the COBRA Escrow Agent shall refund the balance to Buyer. If the Closing does not occur on the appointed Closing Date, the funds shall be returned to Buyer, together with all interest earned thereon, and all escrowed instruments and documents shall be returned to the party who delivered them. The fees and expenses of Escrow Agent Amount shall be paid one-half equally by Sellers the Buyers, on the one hand, and one-half by BuyerSellers, on the other hand.

Payment of Purchase Price. Buyer will pay (a) The purchase price to Sellers an amount equal be paid to the Estimated Seller at the Closing for the sale, transfer, assignment and conveyance to the Buyer of the Seller’s and its Affiliates’ right, title and interest in and to the Acquired Assets to the Buyer is the noncreditable and nonrefundable [REDACTED] (the “Closing Purchase Price”) without set-off (by contract or otherwise), by wire transfer of immediately available funds to the account(s) specified by the Seller reasonably in advance of Closing. (b) Following the Closing, following the occurrence of each of the following events (each, a “Payment Triggering Event”), the Buyer shall make a noncreditable and nonrefundable cash payment (each, an “Additional Purchase Price Payment” and, collectively with the Closing Purchase Price, the “Purchase Price”), without set-off (by contract or otherwise), to the Seller in the amount corresponding to such Payment Triggering Event. (c) The Seller hereby agrees and acknowledges that: (i) the Additional Purchase Price Payments are contingent payment obligations of the Buyer and there can be no assurance regarding the occurrence of any of the Payment Triggering Events corresponding to each Additional Purchase Price Payment and (ii) the Buyer shall have no obligation or liability with respect to any Additional Purchase Price Payment unless and until the corresponding Payment Triggering Event has occurred. Any Additional Purchase Price Payment owed to the Seller by the Buyer in accordance with this Section 2.2 shall be paid to the Seller, without set-off (by contract or otherwise), by wire transferring such amount, in lawful money transfer of the United States of America in immediately available funds, to such account(sthe account specified by the Seller in a writing delivered to the Buyer, within ten (10) as Sellers Business Days following the occurrence of a Payment Triggering Event. A late fee of [REDACTED] over the Prime Rate shall accrue on any portion of any Additional Purchase Price Payment that is not paid when due hereunder. For clarity, only one Additional Purchase Price Payment shall be due hereunder with respect to each Payment Triggering Event; no Additional Purchase Price Payment shall be payable for subsequent or repeated achievements of any applicable Payment Triggering Events. Each party hereto further agrees and acknowledges that the other party shall have designated by notice the right to Buyer. If the Closing Date is not a business day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Date, Buyer shall deliver the Estimated Purchase Price to Buyer's lead bank (the "Escrow Agent") in immediately available funds in U.S. dollars, and each party shall deliver in escrow to the other party's designated outside legal counsel the instruments and other documents to be delivered offset any amounts owed by such party at the Closing. Upon receipt, the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction of the conditions therefor, (i) Buyer shall sign and deliver to Sellers a statement which confirms that the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least two (2) business days prior to the date the funds are required to be transferred hereunder and (ii) each party shall sign and deliver to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to the other party of under the instruments and other documents previously delivered in escrow to such legal counsel by such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur on the appointed Closing Date, the funds shall be returned to Buyer, together with all interest earned thereon, and all escrowed instruments and documents shall be returned to the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by BuyerTransaction Documents. (d) [REDACTED].

Payment of Purchase Price. Buyer will The Purchase Price shall be payable in installments equal to 50% of all Binder Royalty payments due the Purchaser, which amount shall be calculated after giving effect to the Purchaser’s prior assignment of a one-third (1/3) interest in the Binder Royalty to Xx. Xxxxxxx X. Mbanefo, M.D., but before taking into consideration the amount of any Binder Royalty payment that is due to the holder of a prior security interest in the Binder Royalty; provided, that the Purchasrer’s failure to make part or all of a Binder Royalty as a result of the Purchaser’s obligation to utilize part or all of a Binder Royalty to pay a prior security interest holder in the Binder Royalty shall not constitute a default of the Purchaser’s obligation to Sellers an amount purchase the Shares hereunder. Each installment shall be due within twenty-four (24) hours after the clearance funds with respect to the Purchaser’s receipt of a Binder Royalty payment. To secure the Purchaser’s obligation to pay for the Shares, the Purchaser hereby grants the Company a security interest in the Purchaser’s interest in the Binder Royalty . The security interest of the Company in the Binder Royalty shall be subject to any and all security interests in the Binder Royalty. The Purchaser agrees to execute any documents that the Company reasonably requests to perfect the Company’s security interest in the Binder Royalty, including without limitation a notice to the payor of the Binder Royalty directing that the appropriate percentage of payments of the Binder Royalty be made directly to the Company, and/or a UCC-1 financing statement. Within five days after the Company’s receipt of any payments on the Binder Royalty, the Company shall issue the Purchaser shares of its common stock equal to the Estimated Purchase Price by wire transferring such amount, in lawful money amount of the United States payment divided by $0.125. Notwithstanding the foregoing, the Purchaser shall not be obligated to purchase Shares upon receipt of America a Binder Royalty payment in immediately available fundsthe event the Company has suffered a material adverse change in its condition (financial or otherwise), including of its shareholder equity, assets, liabilities, earnings, net worth, business activities, or prospects of the Company, or suffered any material damage, destruction or loss to such account(s) any of its assets or properties (whether or not covered by insurance). For purposes of this Agreement, a “material adverse change” shall by comparing the Company’s condition at the time of the Binder Royalty payment to the Company’s condition as Sellers shall have designated by notice to Buyer. If of the Closing Date is not a business day on which financial institutions are open and operating, then on date of this Agreement or before the last business day on which financial institutions are open quarterly or annual report filed with the Securities and operating before the Closing Date, Buyer shall deliver the Estimated Purchase Price to Buyer's lead bank (the "Escrow Agent") in immediately available funds in U.S. dollars, and each party shall deliver in escrow to the other party's designated outside legal counsel the instruments and other documents to be delivered by such party at the Closing. Upon receipt, the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction of the conditions therefor, (i) Buyer shall sign and deliver to Sellers a statement which confirms that the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least two (2) business days Exchange Commission prior to the date previous Binder Royalty payment. In the funds are required event of a dispute between the Purchaser and the Company as to be transferred hereunder and (ii) each party shall sign and deliver whether a material adverse change has occurred with respect to the other party's designated outside legal counsel a statement which confirms that Closing has occurred Company, such dispute shall be resolved by binding arbitration pursuant to Paragraph 15 herein, and which authorizes pending resolution of the release dispute, all Binder Royalty payments subject to the dispute shall be deposited into escrow with the firm of Xxxxxxxxxxx, Xxxx, Xxxxxxx & Xxxxxx, P.C., or such other party firm or entity upon which the Company and the Purchaser mutually agree, until the resolution of the instruments and other documents previously delivered in escrow dispute. In the event the Company advances any attorney’s fees or costs necessary to such legal counsel by such party. The Escrow Agent shall refund preserve, defend, collect or adjudicate any issues relating to the balance to Buyer. If Binder Royalty, then the Closing does not occur on the appointed Closing Date, the funds Company shall be returned entitled to Buyer, together with all interest earned thereon, and all escrowed instruments and documents shall be returned to the party who delivered them. The reimbursement of those fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by Buyercosts from the next Binder Royalty payment.

Payment of Purchase Price. Buyer will pay to Sellers an amount equal to the Estimated The Purchase Price payable by wire transferring such amount, in lawful money of the United States of America in immediately available funds, to such account(s) as Sellers shall have designated by notice to Buyer. If Purchaser on the Closing Date for the Purchased Assets, subject to the Adjustments, shall be paid and satisfied in the following manner: (a) The parties confirm and agree that an initial deposit of FIVE HUNDRED THOUSAND DOLLARS (CAD$500,000.00) (the “First Deposit”) has been remitted by the Purchaser in accordance with the terms and conditions of the LOI, and is not a business day and shall continue to be held “in trust” by the Agent pending completion or other termination of this Agreement and to be credited on which financial institutions are open account of the Purchase Price on Closing; (b) Within five (5) Business Days of mutual execution of this Agreement, the Purchaser shall remit an additional deposit of ONE MILLION DOLLARS (CAD$1,000,000.00) (the “Second Deposit”), to be held “in trust” by the Agent pending completion or other termination of this Agreement and operatingto be credited on account of the Purchase Price on Closing; (c) Within five (5) Business Days of delivery of the Extended Due Diligence Notice as set out in Section 4.3 (if applicable), then the Purchaser shall remit an additional deposit of FIVE HUNDRED THOUSAND DOLLARS (CAD$500,000.00) (the “Extension Deposit”), to be held “in trust” by the Agent pending completion or other termination of this Agreement and to be credited on account of the Purchase Price on Closing; (d) Within five (5) Business Days of the Due Diligence Date (or before the last business day on which financial institutions are open and operating before the Closing Extended Due Diligence Date, Buyer if and as applicable), the Purchaser shall deliver remit an additional deposit of FIVE HUNDRED THOUSAND DOLLARS (CAD$500,000.00) (the Estimated “Third Deposit”), to be held “in trust” by the Agent pending completion or other termination of this Agreement and to be credited on account of the Purchase Price on Closing; and (e) On Closing, the Purchaser shall pay the balance of the Purchase Price (subject to Buyer's lead bank (the "Escrow Agent") all Adjustments provided for in this Agreement), by certified cheque or wire transfer of immediately available funds in U.S. dollars, and each party shall deliver in escrow to the other party's designated outside legal counsel the instruments and other documents to be delivered by such party at the Closing. Upon receipt, the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction favour of the conditions therefor, (i) Buyer shall sign and deliver to Sellers a statement which confirms that Vendor or as the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least two (2) business days prior to the date the funds are required to be transferred hereunder and (ii) each party shall sign and deliver to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to the other party of the instruments and other documents previously delivered Vendor may direct in escrow to such legal counsel by such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur on the appointed Closing Date, the funds shall be returned to Buyer, together with all interest earned thereon, and all escrowed instruments and documents shall be returned to the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by Buyerwriting.

Payment of Purchase Price. Buyer will (a) On the Closing Date, the Purchaser shall pay the Purchase Price for the purchase to Sellers be made from such Originator with respect to the Receivables existing on or prior to the Closing Date (other than the Initial Contributed Receivables) (i) in cash in an amount equal to the Estimated amount received by the Purchaser from the Lender in connection with the first Loan made pursuant to the Loan Agreement and (ii) by the issuance of an Originator Note in the initial principal amount equal to the remainder of the Purchase Price owing after subtracting the amount paid in cash. (b) On each Purchase Date falling after the Closing Date until the Purchase Termination Date, on the terms and subject to the conditions of this Agreement, the Purchaser shall pay to such Originator the Purchase Price for the Receivables and other Purchased Assets purchased from such Originator on such Purchase Date as follows: (i) First, by wire transferring paying to such amountOriginator a portion of the Purchase Price due by depositing into such account as such Originator shall specify immediately available funds from monies held by or on behalf of the Purchaser solely to the extent that such monies do not constitute Collections that are required to be segregated and held by the Master Servicer or distributed to the Administrator or the Lender pursuant to the Loan Agreement on the next Distribution Date or required to be paid to the Master Servicer as the Servicer's Fee on the next Distribution Date, or otherwise necessary to pay current expenses of the Purchaser (in its reasonable discretion) (such available monies, the "Available Funds"), subject to the terms of the Loan Agreement. Any Collections that have been paid to such Originator during any Due Period shall be credited towards the Purchaser's obligation pursuant to this clause first; provided, however, that, if Collections paid to such Originator exceed the Purchase Price for Receivables and the other Purchased Assets purchased from such Originator for such Due Period, or, absent a cash payment, the Purchaser shall not have sufficient cash to meet its payment obligations pursuant to the Loan Agreement, such Originator shall turn over such excess to the Purchaser; and (ii) Second, by increasing the principal amount outstanding under the Originator Note issued to such Originator; provided, however, that the aggregate of the principal amounts outstanding at any time under the Originator Notes may not exceed the lesser of (a) $1,860,000 and (b) 3% of the Facility Limit; and (iii) Third, unless the Purchase Termination Date has occurred, at the option of such Originator, by accepting a contribution to the Purchaser's capital in an amount equal to the remaining unpaid balance of such Purchase Price in exchange for the capital stock of the Purchaser issued to the Originator making such contribution. To the extent that (x) the amount due pursuant to Section 2.2 with respect to all Receivables created or originated by such Originator that arose during the corresponding Due Period is exceeded by (y) the amount paid to such Originator during such Due Period pursuant to the foregoing sentences for such Receivables, and such excess is not turned over to the Purchaser pursuant to clause first above, such excess shall be treated as a reduction in the principal amount of the Originator Note, effective as of the last day of the related Due Period; provided, however, that if at any time the unpaid principal amount of the Originator Note has been reduced to zero, such Originator shall pay the Purchaser the remainder owed with respect thereto in immediately available funds. (c) All payments hereunder shall be made not later than 3:00 p.m. (New York time) on the date specified therefor in lawful money of the United States of America in immediately available funds, to such account(s) as Sellers shall have designated by notice to Buyer. If the Closing Date is not a business same day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Date, Buyer shall deliver the Estimated Purchase Price to Buyer's lead bank (the "Escrow Agent") in immediately available funds in U.S. dollars, and each party shall deliver in escrow to the other party's designated outside legal counsel the instruments and other documents to be delivered by such party at the Closing. Upon receipt, the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction of the conditions therefor, (i) Buyer shall sign and deliver if to Sellers a statement which confirms that the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferredOriginator, to an the bank account that Sellers shall designate at least two (2) business days prior designated in writing by such Originator to the date the funds are required to be transferred hereunder Purchaser and (ii) each party shall sign and deliver if to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release Purchaser, to the Collection Account. Whenever any payment to be made hereunder shall be stated to be due on a day other party of the instruments and other documents previously delivered in escrow to than a Business Day, such legal counsel by such party. The Escrow Agent payment shall refund the balance to Buyer. If the Closing does not occur be made on the appointed Closing Datenext succeeding Business Day. (d) Except as expressly set forth herein, neither Originator shall have any right under this Agreement, by implication or otherwise, to repurchase from the funds shall be returned Purchaser any Purchased Asset nor to Buyer, together with all interest earned thereon, and all escrowed instruments and documents shall be returned to rescind or otherwise retroactively affect any purchase of any Purchased Asset after the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by BuyerPurchase Date relating thereto.

Payment of Purchase Price. Buyer will pay to Sellers an amount equal to (a) Not later than the Estimated Purchase Price Business Day following the execution of this Agreement by wire transferring such amountthe parties, in lawful money Seller and Purchaser shall enter into a separate escrow agreement with First American Title Insurance Company of the United States of America in immediately available funds, to such account(s) New York as Sellers shall have designated by notice to Buyer. If the Closing Date is not a business day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Date, Buyer shall deliver the Estimated Purchase Price to Buyer's lead bank escrow agent (the "Escrow Agent"), and Purchaser shall either deliver to Escrow Agent a bank check issued by a bank which is a member of the New York Clearing House Association in the amount of Five Million Dollars ($5,000,000.00), payable to the order of "First American Title Insurance Company, as Escrow Agent" or transfer by a wire transfer of immediately available federal funds the amount of Five Million Dollars ($5,000,000.00) to the escrow account established by Escrow Agent, pursuant to the wire instructions set forth on Exhibit C (the deposit which made pursuant to this subsection (a) and the additional deposit made pursuant to subsection (c) below being referred to as the "Deposit"). (b) For a period of twenty-four (24) days following the date of this Agreement (the "Inspection Period"), Purchaser shall have the right to conduct such due diligence with respect to the Properties, the Company and the Subsidiaries as Purchaser deems appropriate, including the right to conduct such inspections at the Properties as it may elect to perform, provided that such inspections are permitted under the terms of applicable leases and do not disturb or in any way disrupt the occupancy or operations of tenants at the Properties. Seller shall deliver to Purchaser or its representatives, promptly upon request, all documents in Seller's possession regarding the Properties, the Company or the Subsidiaries as Purchaser may reasonably request, including tax returns relating to the Properties, the Company or the Subsidiaries. In the event that Purchaser is not satisfied with the results of its inspections, then Purchaser, at its sole discretion, may terminate this Agreement by notice given to Seller no later than the expiration of the Inspection Period. If Purchaser has not so notified Seller of Purchaser's election to terminate this Agreement under this Section 2.2(b) upon the expiration of the Inspection Period, then the option to terminate the Agreement under this Section 2.2(b) shall be null and void and of no further effect. Time is of the essence as to Purchaser's obligations under this paragraph (b). (c) Not later than the Business Day following the expiration of the Inspection Period, Purchaser shall either deliver to Escrow Agent, an unendorsed bank check issued by a bank which is a member of the New York Clearing House Association in the amount of Fifteen Million Dollars ($15,000,000.00) payable directly to the order of "First American Title Insurance Company, as Escrow Agent" or wire transfer in immediately available federal funds in U.S. dollars, and each party shall deliver in escrow the amount of Fifteen Million Dollars ($15,000,000.00) to the other partyescrow account of Escrow Agent in accordance with the wire instructions set forth on Exhibit C. Time is of the essence as to Purchaser's designated outside legal counsel the instruments and other documents to be delivered by such party at obligations under this paragraph (c). (d) At the Closing. Upon receipt, the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction of the conditions therefor, (i) Buyer shall sign and deliver to Sellers a statement which confirms that the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least two (2) business days prior to the date the funds are required to be transferred hereunder and (ii) each party shall sign and deliver to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to the other party of the instruments and other documents previously delivered in escrow to such legal counsel by such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur on the appointed Closing Date, the funds Seller shall be returned entitled to Buyer, retain the Deposit (together with all interest earned accrued thereon) and Purchaser shall deliver the balance of the Purchase Price (i.e., and all escrowed instruments and documents shall be returned the cash portion of the Purchase Price less the Deposit) to the party who delivered them. The fees and expenses of Escrow Agent Seller. (e) All monies payable by Purchaser under this Agreement, unless otherwise specified in this Agreement, shall be paid one-half by Sellers Purchaser causing said amount to be wire transferred in immediately available federal funds for credit to such bank account or accounts, and one-half divided into such amounts as may be required to consummate the transactions contemplated by Buyerthis Agreement. (f) In the event that Purchaser fails to make the required payment of the additional portion of the Deposit, pursuant to paragraph (c) above, then such failure shall constitute a default hereunder, and Seller shall be entitled to retain, as its sole and exclusive remedy, the Deposit paid pursuant to paragraph (a) above plus all interest earned thereon.

Payment of Purchase Price. Buyer will pay to Sellers an amount equal to At the Estimated Purchase Price by wire transferring such amountClosing, in lawful money of the United States of America in immediately available funds, to such account(s) as Sellers shall have designated by notice to Buyer. If the Closing Date is not a business day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Date, Buyer shall deliver (or cause to be delivered) to (i) the Estimated Purchase Price to Buyer's lead bank (Shareholder Representative Committee, the "Escrow Agent") Closing Payment in immediately available funds in U.S. dollars, and each party shall deliver in escrow by wire transfer to the other party's designated outside legal counsel account set forth on Schedule 1.2(b)(i) attached hereto, (ii) the instruments and other documents recipients set forth on Schedule 6.1 attached hereto, the Transaction Expenses Amount in immediately available funds by wire transfer to be delivered by such party at the Closing. Upon receiptaccounts set forth on Schedule 6.1 attached hereto, (iii) the Escrow Agent, the Escrow Agent Deposit in immediately available funds by wire transfer to the account designated in the Escrow Agreement, (iv) the Shareholder Representative Committee, the Committee Reimbursement Amount in immediately available funds by wire transfer to an account designated in writing by the Shareholder Representative Committee, (v) the Secretary of Parent (to be held pursuant to Section 7.1(a)), the stock certificates representing the Escrow Closing Shares (provided each certificate is accompanied by a Stock Power duly executed by a Selling Shareholder to which such certificate shall invest be issued) and (vi) the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At ClosingShareholder Representative Committee, upon satisfaction copies of the conditions thereforstock certificates representing the Remaining Closing Shares. No later than fifteen (15) Business Days following the receipt by Parent of a written request from the Shareholder Representative Committee that stock certificates representing the Contingent Shares be prepared and issued (the “Stock Certificate Request”), the Buyer shall deliver (or cause to be delivered) to (i) Buyer shall sign and deliver the Secretary of Parent (to Sellers a statement which confirms that be held pursuant to Section 1.2(c)), the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds stock certificates representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, Contingent Shares as set forth in such Stock Certificate Request with respect to an account that Sellers shall designate at least two (2) business days prior to the date the funds are required to be transferred hereunder each such Selling Shareholder or Option Holder and (ii) each party shall sign and deliver the Shareholder Representative Committee, for disbursement to the other party's designated outside legal counsel Selling Shareholders and Option Holders, the cash payment payable in lieu of fractional shares; provided, however, that such delivery and payment shall be subject with respect to each Selling Shareholder, the receipt by Parent of a statement which confirms that Closing has occurred Stock Assignment Separate From Certificate in the form of Exhibit E attached hereto (a “Stock Power”) duly executed by the Selling Shareholder to whom such certificate shall be issued and which authorizes with respect to each Option Holder, the release receipt by Parent of a Stock Power and Option Waiver and Release, each duly executed by the Option Holder to whom such certificate shall be issued. Assuming that, following any adjustment to the other party Purchase Price effected pursuant to Section 1.2(g) below, the full amount of the instruments Escrow Deposit is distributed to the Shareholder Representative Committee for disbursement to the Selling Shareholders, the number of Contingent Shares issuable to each Selling Shareholder and other documents previously delivered in escrow to such legal counsel by such partyOption Holder is as set forth on Schedule 1.2(b)(ii). The Escrow Agent shall refund allocation of Contingent Shares set forth in the balance to Buyer. If the Closing does not occur on the appointed Closing Date, the funds Stock Certificate Request shall be returned to Buyerprepared consistent with the allocations set forth on such schedule, together with all interest earned thereon, and all escrowed instruments and documents shall be returned as adjusted as necessary in the event that less than the full amount of the Escrow Deposit is distributed to the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by BuyerSelling Shareholders.

Payment of Purchase Price. Buyer will pay to Sellers an amount equal to the Estimated Purchase Price by wire transferring such amount, in lawful money of the United States of America in immediately available funds, to such account(s(a) as Sellers shall have designated by notice to Buyer. If the Closing Date is not a business day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before On the Closing Date, Buyer Arion shall deliver issue the Equity Consideration and pay the Estimated Purchase Price Cash Consideration to Buyer's lead bank Sphinx (for Sphinx’s own account and as agent for any Other Sphinx Entity unless otherwise provided in any Local Transfer Agreement or Sphinx otherwise notifies Arion of such other payee in writing at least two Business Days prior to the "Escrow Agent") Closing). The Estimated Cash Consideration shall be payable in Dollars, in immediately available federal funds and delivered by Arion to such bank account or accounts as shall be designated in U.S. dollarswriting by Sphinx no later than two Business Days prior to the Closing (or such later time as may be agreed by Sphinx and Arion). Any portion of the Estimated Cash Consideration that is agreed by Arion and Sphinx to be paid in a currency other than Dollars (as allocated pursuant to Section 3.3, as required by applicable Law or otherwise mutually agreed by the Parties) shall be converted from Dollars into the applicable other currency at the Designated Exchange Rate and paid by, or on behalf of, Arion or the applicable Other Arion Entity to Sphinx or the appropriate Other Sphinx Entity by wire transfer to one or more bank accounts designated in writing by Sphinx no later than two Business Days prior to the Closing (or such later time as may be agreed by Sphinx and Arion) in lieu of the payment of such amount in Dollars pursuant to this Section 3.2(a). (b) No later than three Business Days prior to the anticipated Closing Date, Sphinx shall prepare and deliver to Arion (x) the Closing Balance Sheet (as defined in, and each party shall deliver prepared in escrow to accordance with the other party's designated outside legal counsel Calculation Principles set forth on, Appendix F) and (y) a written statement (the instruments and other documents to be delivered by such party at the Closing. Upon receipt, the Escrow Agent shall invest the “Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction of the conditions therefor, Closing Statement”) setting forth Sphinx’s good faith estimate of: (i) Buyer the estimated amount of Business Cash as of the close of business on the Business Day immediately prior to the Closing Date (the “Estimated Business Cash”), (ii) the estimated amount of Business Indebtedness outstanding as of immediately prior to the Closing (the “Estimated Business Indebtedness”), (iii) the estimated amount of Closing Net Working Capital (the “Estimated Closing Net Working Capital”) and the calculation thereof, (iv) the estimated amount of Transaction Expenses (the “Estimated Transaction Expenses”) and (v) the estimated amount of Sphinx Transaction Expenses (the “Estimated Sphinx Transaction Expenses”), in the case of each of clauses (i) through (iii), calculated in accordance with the principles, policies and methodologies set forth on Appendix F (collectively, the “Calculation Principles”), together with, in the case of each of clauses (i) through (v), such supporting documentation used to calculate or determine the foregoing amounts as Arion may reasonably request. Sphinx shall sign take into consideration in good faith any comments to the Estimated Closing Statement made by Arion within one Business Day prior to the anticipated Closing Date; provided that Arion shall not have any right to delay Closing or the payment of the Estimated Cash Consideration as a result of any disagreement with such estimates set forth in the Estimated Closing Statement. (c) No later than three Business Days prior to the anticipated Closing Date, Arion shall prepare and deliver to Sellers Sphinx a written statement which confirms that the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least two (2) business days prior to the date the funds are required to be transferred hereunder and (ii) each party shall sign and deliver to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to the other party setting forth Arion’s calculation of the instruments and other documents previously delivered in escrow to such legal counsel by such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur on the appointed Closing Date, the funds shall be returned to Buyer, together with all interest earned thereon, and all escrowed instruments and documents shall be returned to the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by BuyerPro Forma Capitalization.

Payment of Purchase Price. Buyer will pay (a) The sale of the Initial Home Loans shall take place on the Closing Date, subject to Sellers and simultaneously with the deposit of the Initial Home Loans into the Trust Estate, the deposit of the Original Pre-Funded Amount and the Interest Coverage Amount into the Pre-Funding Account and the Capitalized Interest Account, respectively, and the issuance of the Securities. The purchase price (the "Purchase Price") for the GMACM Initial Home Loans to be paid by the Purchaser to GMACM on the Closing Date shall be an amount equal to the Estimated Purchase Price by wire transferring such amount, in lawful money of the United States of America $178,739,223.85 in immediately available funds, together with the Certificates, in respect of the Cut-Off Date Principal Balances thereof. The Purchase Price for the WG Trust Initial Home Loans to such account(s) as Sellers shall have designated be paid by notice the Purchaser to Buyer. If WG Trust on the Closing Date is not a business day shall be an amount equal to $54,100,548.35 in immediately available funds, in respect of the Cut-Off Date Principal Balances thereof. The Purchase Price paid for any Subsequent Home Loan by the Indenture Trustee from funds on which financial institutions are open and operatingdeposit in the Pre-Funding Account, then at the direction of the Issuer, shall be one-hundred percent (100%) of the Subsequent Cut-Off Date Principal Balance thereof (as identified on or before the last business day Home Loan Schedule attached to the related Subsequent Transfer Agreement provided by GMACM). (b) In consideration of the sale of the GMACM Initial Home Loans by GMACM to the Purchaser on which financial institutions are open and operating before the Closing Date, Buyer the Purchaser shall deliver pay to GMACM on the Estimated Purchase Price to Buyer's lead bank (the "Escrow Agent") in Closing Date by wire transfer of immediately available funds to a bank account designated by GMACM, the amount specified above in U.S. dollarsparagraph (a) for each GMACM Initial Home Loan; provided, that such payment may be on a net funding basis if agreed by GMACM and each party shall deliver in escrow the Purchaser. In consideration of the sale of any Subsequent Home Loan by GMACM to the other party's designated outside legal counsel the instruments and other documents to be delivered by such party at the Closing. Upon receiptIssuer, the Escrow Agent Issuer shall invest pay to GMACM by wire transfer of immediately available funds to a bank account designated by GMACM, the Estimated Purchase Price amount specified above in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction paragraph (a) for each Subsequent Home Loan. (c) In consideration of the conditions therefor, (i) Buyer shall sign and deliver to Sellers a statement which confirms that sale of the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least two (2) business days prior WG Trust Initial Home Loans by WG Trust to the date the funds are required to be transferred hereunder and (ii) each party shall sign and deliver to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to the other party of the instruments and other documents previously delivered in escrow to such legal counsel by such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur Purchaser on the appointed Closing Date, the Purchaser shall pay to WG Trust on the Closing Date by wire transfer of immediately available funds shall to a bank account designated by WG Trust, the amount specified above in paragraph (a) for each WG Trust Initial Home Loan; provided, that such payment may be returned to Buyer, together with all interest earned thereon, on a net funding basis if agreed by WG Trust and all escrowed instruments and documents shall be returned to the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by BuyerPurchaser.

Payment of Purchase Price. Buyer will (a) Within two (2) Business Days after the execution hereof, Purchaser shall pay to Sellers an amount equal to the Estimated Purchase Price by wire transferring such amount, in lawful money of the United States of America in immediately available funds, to such account(s) as Sellers shall have designated by notice to Buyer. If the Closing Date is not a business day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Date, Buyer shall deliver the Estimated Purchase Price to Buyer's lead bank $62,100,000 (the "DEPOSIT"), by wire transfer of federal funds, into escrow with the Title Company, as Escrow Agent") in immediately available funds in U.S. dollarsAgent (as such terms are hereinafter defined), and each party shall deliver in escrow to the other party's designated outside legal counsel the instruments and other documents to be delivered held and disbursed by such party at the Closing. Upon receipt, the Escrow Agent in accordance with Article XIV hereof. Notwithstanding anything in this Agreement to the contrary, any interest earned on the Deposit shall invest be paid to Purchaser. (b) At the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Initial Closing, upon satisfaction of the conditions therefor, (i) Buyer the Deposit (less ten percent (10%) of the Purchase Price allocable to the Remaining Properties pursuant to Schedule 3.1(a)), shall sign and deliver to Sellers a statement which confirms that the Closing has occurred and which instructs be paid by the Escrow Agent to Seller, (ii) Purchaser shall pay, or cause to be paid, to Seller an additional 20% of the Purchase Price allocable to the Properties conveyed at the Initial Closing pursuant to Schedule 3.1(a) by wire transfer to Sellers the of federal funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least two designated by Seller in writing by notice to Purchaser, and (2iii) business days prior all adjustments and prorations (relating to the date Properties being conveyed at the funds are required Initial Closing) as provided in Section 4.3 shall be made and credited between Seller and Purchaser. (c) At any Subsequent Closing, (i) the applicable Deposit for any Remaining Property being conveyed shall be paid by the Escrow Agent to Seller, (ii) Purchaser shall pay, or cause to be transferred hereunder paid, to Seller an additional 20% of the Purchase Price for such Remaining Property (pursuant to Schedule 3.1(a)), by wire transfer of federal funds to an account designated by Seller in writing by notice to Purchaser, and (iii) all adjustments and prorations (relating to such Remaining Property) as provided in Section 4.3 shall be made and credited between Seller and Purchaser. (d) The balance of the Purchase Price with respect to each Property conveyed at the Initial Closing or any Subsequent Closing shall be paid by Purchaser to Seller as follows: (i) on the First Occupancy Delivery Date (as hereinafter defined), and provided that (x) Seller shall have delivered occupancy to Purchaser of such First Occupancy Delivery Date Property (as hereinafter defined) in the manner set forth in the Take-Back Lease applicable to such Property, (y) Seller is not otherwise in default in any material respect of any of its covenants or obligations under such applicable Take-Back Lease, under this Agreement, or under any Seller Tenant Estoppel or any Seller Subtenant Estoppel, as applicable, with respect to such Property, and (z) there is no uncured Seller Violation (as defined below) (collectively, the "POSSESSION PAYMENT CONDITIONS"), Purchaser shall pay to Seller the balance of the Purchase Price allocable to such First Occupancy Delivery Date Property pursuant to Schedule 3.1(a), and (ii) each party on the Second Occupancy Delivery Date (as hereinafter defined), and provided that Seller shall sign have satisfied the Possession Payment Conditions with respect to any Second Occupancy Delivery Date Property, Purchaser shall pay to Seller the balance of the Purchase Price allocable to such Property pursuant to Schedule 3.1(a). (e) In the event the Possession Payment Conditions are not satisfied in all material respects with respect to any Property at the applicable Occupancy Delivery Date (as hereinafter defined), the following shall occur: (i) in the event Seller has not delivered occupancy of such Property to Purchaser, Purchaser shall not be required to pay to Seller any of the balance of the Purchase Price allocable to such Property until occupancy is so delivered to Purchaser, and deliver (ii) in the event Seller has not satisfied the Possession Payment Conditions described in clause (y) or (z) of Section 3.2(d)(i) above, Purchaser shall withhold from the balance of the Purchase Price allocable to such Property (which balance, less such withheld amount, shall be paid by Purchaser to Seller on the Occupancy Delivery Date) an amount equal to one hundred fifty percent (150%) of the reasonably estimated cost to cure or otherwise satisfy such Possession Payment Conditions, which amount shall be deposited by Purchaser with, and held by, the Title Company in escrow until the earliest of (1) its receipt of a joint direction from both Seller and Purchaser, (2) Seller substantially cures the applicable default (in which event Purchaser and Seller will provide a joint direction to the other party's designated outside legal counsel Title Company), or (3) a statement which confirms that Closing has occurred and which authorizes court of competent jurisdiction issues an order directing the release disbursement of such funds, whereupon the Title Company shall pay such withheld funds to Seller or as otherwise directed pursuant to such joint direction or court order. Notwithstanding the foregoing, in the event Purchaser, pursuant to the other party terms of a Take-Back Lease, has expended funds to cure a default of Seller under a Take-Back Lease, the reasonable costs incurred by Purchaser in curing such default (including, without limitation, any reasonable attorneys' fees incurred in connection therewith) may be deducted from the balance of the instruments Purchase Price for such Property and other documents previously delivered such costs shall not be deposited with the Title Company in escrow but shall be retained by Purchaser. (f) Notwithstanding the foregoing, if any Closing is part of an Exchange pursuant to such legal counsel by such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur on the appointed Closing DateSection 5.3, the funds paid at such Closing and on the First Occupancy Delivery Date or the Second Occupancy Delivery Date (as applicable) shall be returned wire transferred to Buyer, together with all interest earned thereon, and all escrowed instruments and documents an account designated by the Qualified Intermediary (as hereinafter defined). (g) The provisions of this Section 3.2 shall be returned to survive the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by BuyerClosings.

Payment of Purchase Price. Buyer (a) Prior to 9 A.M. (New York City time) on each Purchase Date, including the Closing Date, the Servicer will pay determine the Purchase Price to Sellers be paid on such Purchase Date. The Purchase Price shall be paid on the related Purchase Date in the manner provided below: (i) in cash, in an amount equal to the Estimated lesser of (A) Available Funds on such Purchase Date and (B) the Purchase Price; (ii) to the extent that the Purchase Price exceeds the amount of the cash payment in (i) above, such excess shall be paid, on each Purchase Date, by wire transferring adjusting the principal amount of the Subordinated Note to equal the Subordinated Interest on such amountPurchase Date up to the Maximum Subordinated Interest; and (iii) to the extent that the Purchase Price exceeds the sum of (a) the amount of the cash payment in (i) above and (b) the adjustment to the principal amount of the Subordinated Note in accordance with (ii) above, such excess shall be paid, on each Purchase Date, by adjusting the principal amount of the Seller Note to equal the Seller Interest on such Purchase Date up to the Maximum Seller Interest; and. (iv) to the extent the Purchase Price exceeds the sum of (a) the amount of the cash payment in (i) above, (b) the adjustment to the principal amount of the Subordinated Note in accordance with (ii) above and (c) the adjustment of the principal amount of the Seller Note in accordance with (iii) above, the Seller shall and does hereby contribute such excess to the capital of Recco on such Purchase Date. (b) Unless otherwise specified herein, all payments of the cash component of the Purchase Price shall be made not later than 4:00 P.M. (New York City time) on the applicable Purchase Date in lawful money of the United States of America in immediately available fundssame day funds by depositing such amounts in the bank account designated in writing by the Seller to Recco, with a copy to such account(s) as Sellers shall have designated by notice to Buyer. If the Closing Date is not a business day on which financial institutions are open and operating, then on or before the last business day on which financial institutions are open and operating before the Closing Date, Buyer shall deliver the Estimated Purchase Price to Buyer's lead bank (the "Escrow Agent") in immediately available funds in U.S. dollars, Administrative Agent and each party shall deliver in escrow to the other party's designated outside legal counsel the instruments and other documents to be delivered by such party at the Closing. Upon receipt, the Escrow Agent shall invest the Estimated Purchase Price in an interest-bearing account mutually agreed upon by Sellers and Buyer. At Closing, upon satisfaction of the conditions therefor, (i) Buyer shall sign and deliver to Sellers a statement which confirms that the Closing has occurred and which instructs the Escrow Agent to transfer to Sellers the funds representing the Estimated Purchase Price, plus an amount representing the interest earned after the Closing Date until the date the funds are transferred, to an account that Sellers shall designate at least two (2) business days prior to the date the funds are required to be transferred hereunder and (ii) each party shall sign and deliver to the other party's designated outside legal counsel a statement which confirms that Closing has occurred and which authorizes the release to the other party of the instruments and other documents previously delivered in escrow to such legal counsel by such party. The Escrow Agent shall refund the balance to Buyer. If the Closing does not occur on the appointed Closing Date, the funds shall be returned to Buyer, together with all interest earned thereon, and all escrowed instruments and documents shall be returned to the party who delivered them. The fees and expenses of Escrow Agent shall be paid one-half by Sellers and one-half by BuyerGroup Agent.