Common use of Purchase of Assets Clause in Contracts

Purchase of Assets. Subject to the terms, conditions, representations and warranties set forth in this Agreement, at the Closing, HRB Bank will sell, assign, transfer, grant, bargain, deliver and convey to BofI, and BofI will purchase and otherwise acquire from HRB Bank, free and clear of any Lien, HRB Bank’s entire right, title and interest in and to the following assets (the “Transferred Assets”): (a) the Transferred Loans, and all Accrued Interest on the Transferred Loans; (b) the Overdrafts; (c) the Assumed Contracts; (d) the Records; (e) the Contracts between HRB Bank and each depositor governing the terms and conditions of the Deposits (including the Brokered Deposits), the HRB Prepaid Cards and the Transferred Loans; (f) all ABA routing numbers, BINs, and customer account numbers, transit routing numbers, and any other account numbers used or held for use in connection with the Transferred Assets and/or the Assumed Liabilities; and (g) all security and/or other deposits and prepaid expenses exclusively relating to the Transferred Assets. No later than three (3) Business Days prior to the Closing Date, HRB Bank shall complete and provide to BofI (i) an electronic schedule, in form and substance reasonably acceptable to BofI, setting forth such information as BofI may reasonably request with respect to the Transferred Loans as they existed as of the cut-off date for such schedule which shall be not earlier than the fifth (5th) Business Day prior to the Closing Date and (ii) an electronic schedule in form and substance reasonably acceptable to BofI setting forth such information as BofI may reasonably request with respect to the Overdrafts as they existed as of the cut-off date for such schedule which shall be not earlier than the fifth (5th) Business Day prior to the Closing Date. The parties acknowledge and agree that the schedules to be delivered as provided in the preceding sentence are preliminary and will not account for changes in the Transferred Loans or Overdrafts between the cut-off dates of such schedules and the Closing Date. No later than five (5) Business Days after the Closing Date, HRB Bank shall deliver final electronic versions of the aforementioned schedules containing information regarding the Transferred Loans and the Overdrafts as of the close of business on the Closing Date.

Purchase of Assets. Subject to The manner and basis of purchasing assets from INFORUM by ROVER shall be as follows: (1) On the termsClosing Date of this Agreement as outlined in Article II, conditions, representations and warranties set forth in this Agreement, at the Closing, HRB Bank will sell, assign, transfer, grant, bargain, deliver and convey to BofI, and BofI ROVER will purchase from INFORUM the assets of INFORUM as utilized by INFORUM in the conduct and operation of its Internet Service Provider business in Fresno, CA, otherwise acquire from HRB Bankknown as the Fresno, CA office and any and all rights in any technology provided to INFORUM under agreements with Network Systems Technology, Inc., Xxxxxxx Xxxxx, or Hybrid Networks as long as such agreements allow such transfer of rights, or any companies either of them own or control (the "Assets"). These Assets are specifically described in Schedule 1 attached hereto and incorporated herein by reference. (2) INFORUM will convey the Assets to ROVER free and clear of all claims, liens and encumbrances except those securing not more than $60,000.00 of liabilities of INFORUM. ROVER will not assume or pay any Lienobligations or liabilities of INFORUM in excess of $60,000.00 (which amount is inclusive of any secured obligations described in the preceding sentence), HRB Bank’s entire rightwith the exception of capital equipment and operating leases and INFORUM will indemnify and hold harmless ROVER with respect to any amounts due above that figure. INFORUM will be responsible for any sales, title application or transfer tax or fees. Each party shall be responsible for their respective costs incurred in this transaction. On the Closing Date and interest in and to thereafter, ROVER will retain the following assets (the “Transferred Assets”): (a) the Transferred Loansbenefit of, and all Accrued Interest on the Transferred Loans; (b) the Overdrafts; (c) the Assumed Contracts; (d) the Records; (e) the Contracts between HRB Bank assume responsibility for, any obligations under existing license agreements, maintenance agreements, customer agreements and each depositor governing the terms and conditions of the Deposits (including the Brokered Deposits), the HRB Prepaid Cards and the Transferred Loans; (f) all ABA routing numbers, BINs, and customer account numbers, transit routing numbers, and any other account numbers used or held for use in connection with the Transferred Assets and/or the Assumed Liabilities; and (g) all security and/or other deposits and prepaid expenses exclusively lease agreements relating to the Transferred AssetsAssets acquired. No later than three (3) Business Days However, ROVER will be given an opportunity to review, and reasonably approve, each such agreement prior to the Closing Date, HRB Bank shall complete and provide to BofI . (i3) an electronic schedule, in form and substance reasonably acceptable to BofI, setting forth such information as BofI may reasonably request with respect to the Transferred Loans as they existed as In consideration of the cut-off date for such schedule which shall be not earlier than the fifth (5th) Business Day prior to the Closing Date conveyance and (ii) an electronic schedule in form and substance reasonably acceptable to BofI setting forth such information as BofI may reasonably request with respect to the Overdrafts as they existed as transfer of the cut-off date for such schedule which Assets, ROVER shall be not earlier than pay to INFORUM, at Closing, the fifth following (5ththe "Purchase Price"): i. The sum of ninety one thousand twenty five (91,025) Business Day prior to shares of the Closing Date$.00001 par value Common Stock of BTEC owned by ROVER valued at the price of $2.00 per share, and ii. The parties acknowledge and agree that assumption of up to sixty thousand dollars ($60,000.00) in outstanding payables due to Pacific Xxxx Telephone Company ("PAC Xxxx") associated with the schedules to be delivered operations of the Assets (as provided noted in paragraph 2 above). If the preceding sentence are preliminary and will not account for changes in closing price of the Transferred Loans or Overdrafts between shares of BTEC is less than $2.00 per share on the cut-off dates of such schedules and the Closing Date. No later than five (5) Business Days after day before the Closing Date, HRB Bank shall deliver final electronic versions the number of shares issued to INFORUM will be adjusted to equal a market value of one hundred eighty two thousand forty nine dollars ($182,049.00). If the price is greater than $2.00 per share the number of shares to be delivered to INFORUM will not be reduced. All shares of BTEC issued in conderation of the aforementioned schedules containing information regarding Assets shall be delivered to Xxxxxxxx Xxxxxx as escrow agent as outlined in Article IV on behalf of INFORUM. The shares shall be fully paid and nonassessable shares and shall be transferred bearing a restrictive legend in substantially the Transferred Loans and the Overdrafts as following form: No sale, offer to sell, or transfer of the close shares represented by this certificate shall be made unless a registration statement under the Federal Securities Act of business on 1933, as amended, with respect to such shares, is then in effect or an exemption from the Closing Dateregistration requirements of said Act is then in fact applicable to said shares.

Purchase of Assets. A. Subject to the terms, conditions, representations terms and warranties set forth in conditions of this Agreement, Seller shall sell and deliver to Purchaser and Purchaser shall purchase and take possession at the ClosingBusiness Locations, HRB Bank will sellupon completion of the physical inventory described in Section 3.A. hereof, assign, transfer, grant, bargain, deliver and convey to BofI, and BofI will purchase and otherwise acquire from HRB Bankbe completed on the Closing Date (as hereinafter defined), free and clear of all liens, security interests, pledges or encumbrances, all of the automotive inventory (including cores, warranty merchandise , inventory in transit and finished goods) of Seller located at the Business Locations, physically counted in accordance with the inventory procedures described in Section 3.A. hereof (the "Inventory"), a complete list of which shall be annexed to this Agreement as EXHIBIT "B" as promptly as practicable but not later than the time of Closing (as hereinafter defined). Excluded from the purchase provisions of this Agreement is any Lienitem of Inventory identified by the manufacturer thereof as being obsolete or if any such item no longer appears in the applicable manufacturer's then current published price sheet, HRB Bank’s entire and those items of Inventory whose packaging is not in resalable condition by reason of water or other damage. Inventory not purchased by Purchaser shall remain the property of Seller and shall be promptly returned to Seller by Purchaser. B. Subject to the terms and conditions of this Agreement, Seller shall sell and deliver to Purchaser and Purchaser shall purchase and take possession at the Business Locations as of Seller's close of business on the Closing Date, free and clear of all liens, security interests, pledges or encumbrances, all of the machinery, equipment, furniture, fixtures, signs, vehicles and leasehold improvements located at the Business Locations on the Closing Date, which are owned by Seller, a principal list of which is attached as EXHIBIT "C" (excluding, however, certain computer 3 equipment set forth as excluded) which list shall be supplemented by Seller, as of the Closing Date, no later than the True-Up Date and the Purchase Price shall be adjusted accordingly. C. Subject to the terms and conditions of this Agreement, Seller shall sell and convey to Purchaser and Purchaser shall purchase and receive from Seller, all of Seller's right, title and interest in and to the following prepaid expenses and other assets (the “Transferred Assets”):detailed on EXHIBIT "D". (a) the Transferred Loans, and all Accrued Interest on the Transferred Loans; (b) the Overdrafts; (c) the Assumed Contracts; (d) the Records; (e) the Contracts between HRB Bank and each depositor governing D. Subject to the terms and conditions of this Agreement, Seller shall convey to Purchaser and Purchaser shall receive from Seller, all of Seller's goodwill in the Deposits (including operation of the Brokered Deposits)Business Locations as going concerns, excluding, however, the HRB Prepaid Cards trademarks or trade names used by Seller at the Business Locations. E. The assets described in Sections 1.A., 1.B., 1.C. and 1.D. hereof are herein both individually and collectively referred to as "Assets ". F. Except for the Transferred Loans; (f) warranty of title set forth in Section 11.A. hereof, the Assets are being sold "AS IS," "WHERE IS" and "WITH ALL FAULTS" and Seller hereby expressly disclaims any and all ABA routing numbers, BINs, other warranties both express and customer account numbers, transit routing numbers, and any other account numbers used or held for use in connection with the Transferred Assets and/or the Assumed Liabilities; and (g) all security and/or other deposits and prepaid expenses exclusively relating to the Transferred Assets. No later than three (3) Business Days prior to the Closing Date, HRB Bank shall complete and provide to BofI (i) an electronic schedule, in form and substance reasonably acceptable to BofI, setting forth such information as BofI may reasonably request with respect to the Transferred Loans as they existed as of the cut-off date for such schedule which shall be not earlier than the fifth (5th) Business Day prior to the Closing Date and (ii) an electronic schedule in form and substance reasonably acceptable to BofI setting forth such information as BofI may reasonably request with respect to the Overdrafts as they existed as of the cut-off date for such schedule which shall be not earlier than the fifth (5th) Business Day prior to the Closing Date. The parties acknowledge and agree that the schedules to be delivered as provided in the preceding sentence are preliminary and will not account for changes in the Transferred Loans or Overdrafts between the cut-off dates of such schedules and the Closing Date. No later than five (5) Business Days after the Closing Date, HRB Bank shall deliver final electronic versions of the aforementioned schedules containing information regarding the Transferred Loans and the Overdrafts as of the close of business on the Closing Dateimplied.

Purchase of Assets. Subject (a) The Vendor hereby agrees to sell to the termsPurchaser and the Purchaser hereby agrees to purchase from the Vendor, conditions, representations the Assets pursuant to the terms and warranties set forth in conditions of this Agreement, at the Closing, HRB Bank will sell, assign, transfer, grant, bargain, deliver and convey to BofI. The Vendor is not transferring, and BofI will purchase and otherwise acquire from HRB Bank, free and clear of any Lien, HRB Bank’s entire shall retain all right, title and interest in and to to, the following assets (the “Transferred Excluded Assets”): (a) the Transferred Loans, and all Accrued Interest on the Transferred Loans;. (b) The purchase price (the Overdrafts"PURCHASE PRICE") for the purchase of the Assets is $4,000,000. Such Purchase Price shall be allocated among the Assets as follows: (i) Rig - $3,500,000; (ii) Inventory and Consumable Spare Parts - $500,000. The allocations set forth above will be used by the Parties as the basis for reporting asset values and other items for purposes of all required tax returns, and the Parties shall not assert, in connection with any audit or other proceeding with respect to taxes (except to the extent asset values are not reflected above), any asset values or other items inconsistent with the allocations set forth above. (c) The Purchase Price, as reduced pursuant to Article 9, shall be paid at Closing by wire transfer of immediately available funds to the Assumed Contracts;account designated by the Vendor. (d) All revenues, profits, benefits, expenses and obligations of every kind and nature arising or resulting from the Records; (e) the Contracts between HRB Bank ownership and each depositor governing the terms and conditions operation of the Deposits (including the Brokered Deposits), the HRB Prepaid Cards and the Transferred Loans; (f) all ABA routing numbers, BINs, and customer account numbers, transit routing numbers, and any other account numbers used Assets accruing on or held for use in connection with the Transferred Assets and/or the Assumed Liabilities; and (g) all security and/or other deposits and prepaid expenses exclusively relating to the Transferred Assets. No later than three (3) Business Days prior to the Closing Date, HRB Bank shall complete and provide to BofI (i) an electronic schedule, in form and substance reasonably acceptable to BofI, setting forth such information as BofI may reasonably request with respect to the Transferred Loans as they existed as of the cut-off date for such schedule which shall be not earlier than the fifth (5th) Business Day prior to the Closing Date shall belong to the Vendor, and all revenues, profits, benefits, expenses and obligations of every kind and nature arising or resulting from the ownership and operation of the Assets accruing after the Closing Date shall belong to the Purchaser. (e) The Purchaser shall be liable for any transfer taxes, stamp, sales and use taxes and similar taxes, assessments, levies, tariffs, imposts, tolls, duties, export and import fees and charges, value added taxes, and similar costs relating to the sale or purchase of the Assets hereunder (collectively, "TRANSFER TAXES") and for any related interest and penalties, excluding (i) any tax on or measured by net or gross income or gain of the Vendor, and (ii) an electronic schedule the SUNAT Obligations. The Purchaser shall promptly indemnify, defend and hold harmless the Vendor and its directors, officers, employees, agents, parent, subsidiaries and affiliates from any liability for any Transfer Taxes (including interest and penalties thereon). The Parties agree to take all such steps as are reasonably required to minimize any adverse tax consequences in form and substance reasonably acceptable to BofI setting forth such information as BofI may reasonably request with respect to the Overdrafts as they existed as of the cut-off date for such schedule which transactions contemplated by this Agreement; provided that no Party shall be not earlier than required to take any action that, in such Party's reasonable belief, would be detrimental to its tax position. (f) Promptly following the fifth Closing, but in any event within ninety (5th90) Business Day prior to the Closing Date. The parties acknowledge and agree that the schedules to be delivered as provided in the preceding sentence are preliminary and will not account for changes in the Transferred Loans or Overdrafts between the cut-off dates of such schedules and the Closing Date. No later than five (5) Business Days days after the Closing Date, HRB Bank the Purchaser shall deliver final electronic versions remove, or cause to be removed, from the Assets, any markings bearing the name "Parker" (including any variations or derivations thereof) ox xxx trademarks, tradenames or logos of the aforementioned schedules containing information regarding the Transferred Loans and the Overdrafts as Vendor or any of the close of business on the Closing Dateits affiliates.

Purchase of Assets. A. Subject to the terms, conditions, representations terms and warranties set forth in conditions of this Agreement, Seller shall deliver to Purchaser and Purchaser shall take possession at the ClosingBusiness Locations, HRB Bank will sell, assign, transfer, grant, bargain, deliver and convey upon completion of the physical inventory described in Section 3.A. hereof to BofI, and BofI will purchase and otherwise acquire from HRB Bankbe completed on the Closing Date (as hereinafter defined), free and clear of all liens, security interests, pledges or encumbrances, all of the automotive inventory (including cores, warranty merchandise and finished goods) of Seller located at the Business Locations physically counted in accordance with the inventory procedures described in Section 3.A. ("Inventory") hereof, a complete list of which shall be annexed to this Agreement as EXHIBIT "B" as promptly as practicable but not later than the time of Closing (as hereinafter defined). Excluded from the purchase provisions of this Agreement is any Lienitem of Inventory identified by the manufacturer thereof as being obsolete or if any such item no longer appears in the applicable manufacturer's then current published price sheet and those items of Inventory whose packaging is not in resalable condition by reason of water or other damage. Inventory not purchased by Purchaser shall remain the property of Seller and shall be promptly returned to Seller by Purchaser. B. Subject to the terms and conditions of this Agreement, HRB Bank’s entire Seller shall sell and deliver to Purchaser and Purchaser shall purchase and take possession at the Business Locations as of Seller's close of business on the Closing Date, free and clear of all liens, security interests, pledges or encumbrances, all of the machinery, equipment, furniture, fixtures, signs, vehicles and leasehold improvements located at the Business Locations on the Closing Date, which are owned by Seller, a principal list of which is attached as EXHIBIT "C", which list shall be supplemented by Seller, as of the Closing Date no later than the True-Up Date and the Purchase Price shall be adjusted accordingly. C. Subject to the terms and conditions of this Agreement, Seller shall convey to Purchaser and Purchaser shall receive from Seller, all of Seller's right, title and interest in and to the following prepaid expenses and other assets (detailed on EXHIBIT "D". D. The assets described in Sections 1.A., 1.B. and 1.C. hereof are herein both individually and collectively referred to as "Assets ". E. Except for the “Transferred Assets”): (a) warranty of title set forth in Section 11.A. hereof, the Transferred Loans, Assets are being sold "AS IS," "WHERE IS" and "WITH ALL FAULTS" and Seller hereby expressly disclaims any and all Accrued Interest on the Transferred Loans;other warranties both express and implied. (b) the Overdrafts; (c) the Assumed Contracts; (d) the Records; (e) the Contracts between HRB Bank F. Those locations set forth in Exhibit "A-1" shall for all purposes of this Agreement be treated as Business Locations and each depositor governing the terms and conditions of the Deposits (including the Brokered Deposits)those locations set forth in Exhibit "A-2" hereto, the HRB Prepaid Cards and the Transferred Loans; (f) all ABA routing numbers, BINs, and customer account numbers, transit routing numbers, and any other account numbers used or held for use provided Purchaser notifies Seller in connection with the Transferred Assets and/or the Assumed Liabilities; and (g) all security and/or other deposits and prepaid expenses exclusively relating to the Transferred Assets. No later than three (3) Business Days writing prior to October 15, 1996 that such locations should be included herein as Business Locations and further provided Seller has not discontinued the Closing Datebusiness operations at such Exhibit "A-2" locations prior to Purchasers written notification, HRB Bank shall complete and provide to BofI (i) an electronic schedule, in form and substance reasonably acceptable to BofI, setting forth such information as BofI may reasonably request with respect to the Transferred Loans as they existed as of the cut-off date for such schedule which shall be not earlier than the fifth (5th) treated as Business Day prior to the Closing Date and (ii) an electronic schedule in form and substance reasonably acceptable to BofI setting forth such information as BofI may reasonably request with respect to the Overdrafts as they existed as of the cut-off date for such schedule which shall be not earlier than the fifth (5th) Business Day prior to the Closing Date. The parties acknowledge and agree that the schedules to be delivered as provided in the preceding sentence are preliminary and will not account for changes in the Transferred Loans or Overdrafts between the cut-off dates of such schedules and the Closing Date. No later than five (5) Business Days after the Closing Date, HRB Bank shall deliver final electronic versions of the aforementioned schedules containing information regarding the Transferred Loans and the Overdrafts as of the close of business on the Closing DateLocations.

Purchase of Assets. Subject (a) The Vendor hereby agrees to sell to the termsPurchaser and the Purchaser hereby agrees to purchase from the Vendor, conditions, representations the Assets pursuant to the terms and warranties set forth in conditions of this Agreement, at the Closing, HRB Bank will sell, assign, transfer, grant, bargain, deliver and convey to BofI. The Vendor is not transferring, and BofI will purchase and otherwise acquire from HRB Bank, free and clear of any Lien, HRB Bank’s entire shall retain all right, title and interest in and to to, the following assets (the “Transferred Excluded Assets”): (a) the Transferred Loans, and all Accrued Interest on the Transferred Loans;. (b) The purchase price (the Overdrafts"PURCHASE PRICE") for the purchase of the Assets is $7,000,000. Such Purchase Price shall be allocated among the Assets as follows: (i) Rigs - $5,500,000; (ii) Inventory and Consumable Spare Parts - $1,500,000. The allocations set forth above will be used by the Parties as the basis for reporting asset values and other items for purposes of all required tax returns, and the Parties shall not assert, in connection with any audit or other proceeding with respect to taxes, any asset values or other items inconsistent with the allocations set forth above. (c) Contemporaneously with the Assumed Contracts;execution and delivery of this Agreement, the Purchaser has deposited $7,000,000 (the "ESCROW FUNDS") with the Escrow Agent, which Escrow Funds shall be retained by the Escrow Agent in trust in accordance with the Escrow Agreement, and either applied towards the Purchase Price on the Closing Date or retained by the Vendor or returned to the Purchaser in accordance with the terms of this Agreement. (d) the Records; (e) the Contracts between HRB Bank The Purchaser shall be liable for any transfer taxes, stamp, sales and each depositor governing the terms use taxes and conditions of the Deposits (including the Brokered Deposits)similar taxes, the HRB Prepaid Cards assessments, levies, tariffs, imposts, tolls, duties, export and the Transferred Loans; (f) all ABA routing numbersimport fees and charges, BINsvalue added taxes, and customer account numbers, transit routing numbers, and any other account numbers used or held for use in connection with the Transferred Assets and/or the Assumed Liabilities; and (g) all security and/or other deposits and prepaid expenses exclusively similar costs relating to the Transferred Assetssale or purchase of the Assets hereunder (collectively, "TRANSFER TAXES") and for any related interest and penalties, excluding any tax on or measured by net or gross income or gain of the Vendor. No later than three The Purchaser shall promptly indemnify, defend and hold harmless the Vendor, its directors, officers, employees, agents, parent, subsidiaries and affiliates from any liability for any Transfer Taxes (3) Business Days prior including interest and penalties thereon). The Vendor and Purchaser agree to take all such steps as are reasonably required to minimize any adverse tax consequences in respect of the Closing Date, HRB Bank transactions contemplated by this Agreement; provided that no Party shall complete and provide be required to BofI (i) an electronic scheduletake any action that, in form and substance reasonably acceptable such Party's reasonable belief, would be detrimental to BofI, setting forth such information as BofI may reasonably request with respect to the Transferred Loans as they existed as of the cut-off date for such schedule which shall be not earlier than the fifth (5th) Business Day prior to the Closing Date and (ii) an electronic schedule in form and substance reasonably acceptable to BofI setting forth such information as BofI may reasonably request with respect to the Overdrafts as they existed as of the cut-off date for such schedule which shall be not earlier than the fifth (5th) Business Day prior to the Closing Date. The parties acknowledge and agree that the schedules to be delivered as provided in the preceding sentence are preliminary and will not account for changes in the Transferred Loans or Overdrafts between the cut-off dates of such schedules and the Closing Date. No later than five (5) Business Days after the Closing Date, HRB Bank shall deliver final electronic versions of the aforementioned schedules containing information regarding the Transferred Loans and the Overdrafts as of the close of business on the Closing Dateits tax position.

Purchase of Assets. Subject to the terms, conditions, representations terms and warranties conditions set forth herein, 5th Avenue shall purchase, and IBC shall sell, the Assets, as listed on SCHEDULE 1 hereto, in this Agreementexchange for 300,000 shares of 5th Avenue common stock, par value $0.001 per share ("5th Avenue Shares"), and $450,000 in cash, to be paid by 0xx Xxxxxx to IBC as follows: (a) 300,000 5th Avenue Shares shall be issued by 0xx Xxxxxx to IBC at Closing, with the stock certificates representing such Shares to be delivered to IBC within ten (10) business days following the Closing, HRB Bank will selland thereafter such 0xx Xxxxxx Shares shall be included in the 0xx Xxxxxx registration statement on Form SB-2, assignwhich is currently on file with the U. S. Securities and Exchange Commission, File No. 33-41459, but not yet effective, or in a newly filed registration statement substituting such pending registration statement; and (b) $450,000 in cash payable by 0xx Xxxxxx to IBC pursuant to the terms of a Non-Negotiable Promissory Note (the "Note") dated as of the Closing Date(a copy of which Note is attached as Exhibit "A" hereto), which Note shall be guaranteed by Xxxxxx Xxxxx, President and CEO of 0xx Xxxxxx pursuant to a form of Guaranty attached as Exhibit "B" hereto. The sale, transfer, grantconveyance and assignment of the Assets by IBC to 0xx Xxxxxx shall be effected on the Closing Date by IBC's execution and delivery to 0xx Xxxxxx of an instrument of transfer in the form attached hereto as EXHIBIT "C" (the "Xxxx of Sale"). At the Closing, bargain, deliver and convey all of the Assets shall be transferred by IBC to BofI, and BofI will purchase and otherwise acquire from HRB Bank, 0xx Xxxxxx free and clear of any Lienand all liens, HRB Bank’s entire encumbrances, mortgages, security interests, pledges, claims, equities and other restrictions or charges of any kind or nature whatsoever and 0xx Xxxxxx shall be the sole owner of all right, title and interest in and to the following assets (the “Transferred Assets”): (a) the Transferred Loans, and all Accrued Interest on the Transferred Loans; (b) the Overdrafts; (c) the Assumed Contracts; (d) the Records; (e) the Contracts between HRB Bank and each depositor governing the terms and conditions of the Deposits (including the Brokered Deposits), the HRB Prepaid Cards and the Transferred Loans; (f) all ABA routing numbers, BINs, and customer account numbers, transit routing numbers, and any other account numbers used or held for use in connection with the Transferred Assets and/or the Assumed Liabilities; and (g) all security and/or other deposits and prepaid expenses exclusively relating to the Transferred Assets. No later than three (3) Business Days prior to the Closing DateExcept as otherwise agreed in writing by 0xx Xxxxxx xxx XXX, HRB Bank 0xx Xxxxxx shall complete and provide to BofI not assume or otherwise be responsible at any time for any liability, obligation, debt or commitment of IBC, (i) an electronic scheduleincident to, in form and substance reasonably acceptable to BofI, setting forth such information as BofI may reasonably request arising out of or incurred with respect to this Agreement and the Transferred Loans as they existed as transactions contemplated hereby (including any and all sales, use, income or other taxes arising out of the cut-off date for such schedule which shall be not earlier than the fifth (5thtransactions contemplated hereby) Business Day prior to the Closing Date and or (ii) an electronic schedule in form and substance reasonably acceptable to BofI setting forth such information as BofI may reasonably request with respect to which otherwise arise or are asserted or incurred by reason of events, acts or transactions occurring, or the Overdrafts as they existed as operation of the cut-off date for such schedule which shall be not earlier than the fifth (5th) Business Day IBC's business prior to the Closing Date. The parties acknowledge and agree that the schedules to be delivered as provided in the preceding sentence are preliminary and will not account for changes in the Transferred Loans to, on or Overdrafts between the cut-off dates of such schedules and the Closing Date. No later than five (5) Business Days after the Closing Date, HRB Bank shall deliver final electronic versions of the aforementioned schedules containing information regarding the Transferred Loans and the Overdrafts as of the close of business on the Closing Effective Date.

Purchase of Assets. Subject Seller agrees to the terms, conditions, representations and warranties set forth in this Agreement, at the Closing, HRB Bank will sell, assign, transfer, grantconvey, bargain, assign and deliver and convey to BofIPurchaser, and BofI will Purchaser shall purchase and otherwise acquire receive from HRB BankSeller, free and clear all of any Lien, HRB BankSeller’s entire right, title and interest in and to the following assets assets, properties and rights located at or attributed to the Branch (the “Transferred Assets”), free and clear of all Liens (as hereafter defined): (a) all loans listed on Confidential Schedule 1.2(a) and Confidential Schedule 1.2(a)-2, and, subject to the Transferred provisions of Section 7.1(e) hereof, all loans identified on Seller’s books and records as being made at the Branch after the date hereof, in each case that are still open as of the Effective Time or, for the loans listed on Confidential Schedule 1.2(a)-2 (the “Deferred Loans”), the date such Deferred Loans are sold to Purchaser, which likely will occur after the Effective Time (the “Deferred Loan Closing Date”) (collectively referred to herein at time as the “Loans”), together with Seller’s interest in and to all security thereon and collateral relating thereto and all rights in relation thereto, then booked at or in respect of the Branch at their respective then outstanding principal amounts, together with accrued interest receivables thereon and associated accrued late fees (“Late Fees”), but excluding loan loss reserves and general reserves; provided, however, the Loans shall not include: (i) any loans that are on a non-accrual basis or on Seller’s watchlist, (ii) any loans that are thirty (30) days or more past due or have been thirty (30) days or more past due at any time during the ninety (90) days preceding the Closing Date or the Deferred Loan Closing Date, as applicable, (iii) any loans as of the Effective Time or the Deferred Loan Closing Date, as applicable in foreclosure, and all Accrued Interest on the Transferred Loans(iv) any loans rejected by Purchaser pursuant to its due diligence investigation or not purchased pursuant to Section 7.1(e); (b) all overdrafts associated with Deposit Liabilities (as hereafter defined) transferred as contemplated under Section 1.4, provided that such overdrafts are not more than thirty (30) days old as of the OverdraftsEffective Time; (c) all right, title and interest held by Seller regarding the Assumed Contractsfee title to the building, improvements, and real estate associated with the operation of the Branch, as further described in Exhibit 1 to Exhibit E attached hereto and incorporated herein (the “Real Property”), which will be transferred pursuant to the Limited Warranty Deed attached hereto as Exhibit E; (d) all equipment, personal property, furniture and fixtures, together with any manufacturers’ warranties or maintenance or service agreements related thereto which are in effect as of the RecordsEffective Time and are assignable to Purchaser, located at or used in the operation of the Branch, which items are listed on attached Schedule 1.2(d) (the “Fixed Assets”) and which Fixed Assets sold shall not include any items listed on Schedule 1.3(c); (e) all pxxxx cash, teller cash, ATM cash, vault cash and the Contracts between HRB Bank and each depositor governing balances of all escrow accounts maintained at the terms and conditions Branch as of the Deposits (including the Brokered Deposits)Effective Time, the HRB Prepaid Cards exact amounts of which will be certified by Seller and the Transferred LoansPurchaser at Closing; (f) all ABA routing numbers, BINs, safe deposit contracts and customer account numbers, transit routing numbers, leases for the safe deposit boxes located at the Branch as of the Effective Time along with all safe deposit stacks and storage units and all keys and combination codes thereto and all prepaid rent for any other account numbers used or held for use in connection with the Transferred Assets and/or the Assumed Liabilities; andsafe deposit contracts; (g) all records and original documents (if available), combinations, manuals, keys, security and/or other deposits codes and prepaid expenses exclusively the like related to the Assets or the Deposit Liabilities in the possession of Seller as of the Effective Time; (h) all of the books and records (or copies thereof) relating to the Transferred Assets. No later than three (3) Business Days prior to Branch in the Closing Date, HRB Bank shall complete and provide to BofI possession of Seller as of the Effective Date which (i) an electronic scheduleare maintained in the ordinary course of business at the Branch, in form and substance reasonably acceptable to BofI, setting forth such information as BofI may reasonably request with respect to the Transferred Loans as they existed as of the cut-off date for such schedule which shall be not earlier than the fifth (5th) Business Day prior to the Closing Date and or (ii) an electronic schedule in form and substance reasonably acceptable to BofI setting forth such information as BofI may reasonably request with respect to the Overdrafts as they existed as are necessary for Purchaser’s ownership of the cut-off date for such schedule which shall be not earlier than Assets and/or accounts associated with the fifth Deposit Liabilities (5th) Business Day prior to the Closing Date“Records”). The parties acknowledge and agree that In the schedules to be delivered as provided in the preceding sentence are preliminary and will not account for changes in the Transferred Loans event Purchaser or Overdrafts between the cut-off dates of such schedules and the Closing Date. No later than five (5) Business Days Seller requests, after the Closing Date, HRB Bank shall deliver final electronic versions in writing, that the other party provide to the requesting party information contained in the books and records which have been retained by Seller or transferred to Purchaser, as the case may be, insofar as they relate to the operations of the aforementioned schedules containing information regarding Branch, the Transferred Loans and the Overdrafts Assets and/or accounts as of the close Effective Time, the other party shall provide such information as soon as reasonably practicable; and (i) all right, title and interest of business on Seller in and to all claims, causes of action, and demands, including warranties against contractors, manufacturers and suppliers relating to the Closing DateAssets.

Purchase of Assets. Subject Upon expiration or termination of this Agreement for any reason other than pursuant to SECTION (D), SECTION (E) or SECTION hereof, the terms, conditions, representations and warranties set forth in this Agreement, at Orthodontic Entity shall have the Closing, HRB Bank will sell, assign, transfer, grant, bargain, deliver and convey to BofIoption to, and BofI will purchase and otherwise acquire from HRB Bank, free and clear of any Lien, HRB Bank’s entire right, title and interest in and Apple shall have the option to require the following assets (the “Transferred Assets”):Orthodontic Entity to,: (a) Purchase from Apple at Fair Market Value all tangible assets of Apple or its Affiliates that relate primarily to the Transferred LoansOrthodontic Entity other than Apple's accounting and financial records and other records and files relating to the operation of the Orthodontic Entity (the "Purchase Assets"), including, but not limited to, (i) all tangible assets set forth on Apple's balance sheet as of the Termination Date relating primarily to the Orthodontic Entity, (ii) all equipment, furniture, fixtures, furnishings, inventory, supplies, improvements, additions and leasehold improvements utilized by the Orthodontic Entity, and all Accrued Interest on (iii) any real estate owned by Apple or an Affiliate that is exclusively associated with the Transferred Loans;Orthodontic Entity; and (b) the Overdrafts; (c) the Assumed Contracts; (d) the Records; (e) the Contracts between HRB Bank Assume all liabilities, debt, payables and each depositor governing the terms and conditions of the Deposits other obligations (including the Brokered Deposits), the HRB Prepaid Cards lease and the Transferred Loans; (fother contractual obligations) all ABA routing numbers, BINs, and customer account numbers, transit routing numbers, of Apple and any other account numbers used of its Affiliates which relate exclusively to the Orthodontic Entity or held for use to the performance of Apple's obligations under this Agreement (the "Orthodontic Entity Related Liabilities"). The Orthodontic Entity shall be able to exercise its option under this Section (unless this Agreement is terminated pursuant to SECTION ) and Apple shall be able to exercise its option under this Section (unless this Agreement is terminated pursuant to SECTION ) by giving written notice thereof in the Termination Notice, if applicable, or prior to ninety (90) days before the Termination Date if this Agreement is terminated pursuant to SECTIONS and . In connection with the Transferred Assets and/or the Assumed Liabilities; and (g) all security and/or other deposits purchase and prepaid expenses exclusively relating to the Transferred Assets. No later than three (3) Business Days prior to the Closing Date, HRB Bank shall complete and provide to BofI (i) an electronic schedule, in form and substance reasonably acceptable to BofI, setting forth such information as BofI may reasonably request with respect to the Transferred Loans as they existed as sale of the cut-off date for such schedule which Purchase Assets pursuant to this SECTION , Apple shall cause the Purchase Assets to be not earlier conveyed free of any lien, claim or encumbrance, other than the fifth (5th) Business Day prior to the Closing Date and (ii) an electronic schedule in form and substance reasonably acceptable to BofI setting forth such information as BofI may reasonably request with respect to the Overdrafts as they existed as those arising out of the cut-off date for such schedule which shall be not earlier than the fifth (5th) Business Day prior to the Closing Date. The parties acknowledge and agree that the schedules to be delivered as provided in the preceding sentence are preliminary and will not account for changes in the Transferred Loans or Overdrafts between the cut-off dates of such schedules and the Closing Date. No later than five (5) Business Days after the Closing Date, HRB Bank shall deliver final electronic versions of the aforementioned schedules containing information regarding the Transferred Loans and the Overdrafts as of the close of business on the Closing DateOrthodontic Entity Related Liabilities.

Purchase of Assets. Subject On the Closing Date, Seller agrees to sell and Buyer agrees to purchase, subject to the terms, conditions, representations terms and warranties set forth in conditions of this Agreement, at the Closingassets, HRB Bank will sell, assign, transfer, grant, bargain, deliver properties and convey rights of Seller relating to BofI, and BofI will purchase and otherwise acquire from HRB Bankthe Business (the "Assets") as follows, free and clear of any Lienclaims, HRB Bank’s entire rightliabilities, title security interests, mortgages, liens, pledges, charges, or encumbrances of any nature whatsoever (except for Permitted Encumbrances listed and interest in described on Schedule 2.01): A. All of Seller's inventory, parts and supplies relating to the following assets (Business, including any inventory, parts, or supplies in transit, as the “Transferred Assets”): (a) the Transferred Loans, and all Accrued Interest same shall exist on the Transferred Loans;Closing Date and which are usable and saleable in the ordinary course of business, which is defined in the case of non-tire Inventory as being listed on Seller's vendors' current price sheets and in the case of tire Inventory as within three (3) years of its date of manufacture based upon each Inventory item's Department of Transportation Code. B. All of Seller's furniture, fixtures, machinery, equipment, tools, supplies and leasehold improvements relating to the Business as the same shall exist on the Closing Date, as such items are listed and described in Schedule 2.01B hereto. No less than seven (b7) days before the Overdrafts; Closing, Seller will provide to Buyer its proposed Schedule 2.01B , which will include the values assigned to such Fixed Assets, including, for no less than fifty percent (c50%) the Assumed Contracts; (d) the Records; (e) the Contracts between HRB Bank and each depositor governing the terms and conditions of the Deposits aggregate value of the leasehold improvements, a copy of the invoices and date(s) of acquisition for each such leasehold improvements. Once the Buyer and Seller agree upon the values for the Fixed Assets listed, the list will become Schedule 2.01B. In the event Seller and Buyer cannot agree upon the values of the Fixed Assets listed prior to the Closing, the Fixed Assets and values in dispute will be resolved by arbitration as provided in Paragraph 11. C. Certain of Seller's trademarks, tradenames (including the Brokered Deposits"Mr. Tire"), domain names, goodwill, intangible assets and records relating to the HRB Prepaid Cards and the Transferred Loans; (f) all ABA routing Business, including, but not limited to, Seller's telephone numbers, BINscustomer lists and history, mailing lists, accounting, sales and purchasing correspondence and records, customer account numbersdeposits, transit routing numbersprepayments, data processing records, all of the operational books, records and any other account numbers data used or held for use by Seller in connection with the Transferred Assets and/or Business, and the Assumed LiabilitiesHenderson Agreement, all as such items are listed and described on Scxxxxxx 0.01C; and (g) all security and/or other deposits and prepaid D. Certain pre-paid expenses exclusively relating with respect to the Transferred Assets. No later than three (3) Business Days prior to as of the Closing, as such expenses are described in Schedule 2.01D. All such pre-paid expenses shall be calculated in accordance with GAAP as of the Closing Date, HRB Bank shall complete and provide with supporting calculations provided to BofI (i) an electronic scheduleBuyer, in form and substance reasonably acceptable to BofIand, setting forth such information as BofI may reasonably request with respect to the Transferred Loans as they existed business licenses, must be related to licenses transferable to Buyer as of the cut-off date for such schedule which shall Closing. E. Certain other assets of Seller set forth on Schedule 2.01E. All assets set forth on Schedule 2.01E will be not earlier than the fifth (5th) Business Day prior to the Closing Date calculated in accordance with GAAP and (ii) an electronic schedule in form and substance reasonably acceptable to BofI setting forth such information as BofI may reasonably request with respect to the Overdrafts as they existed as of the cut-off date for such schedule which shall be not earlier than the fifth (5th) Business Day prior to the Closing Date. The It is the intention of the parties acknowledge and agree hereto that the schedules to be delivered as provided Assets shall include only those assets of Seller specifically listed in the preceding sentence Schedules attached hereto and made a part hereof. F. The following are preliminary excluded from the Assets: Seller's cash (in banks or on hand, other than as set forth on Schedule 2.01E), cash equivalent and will not account for changes deposits, all interest receivable in the Transferred Loans or Overdrafts between the cut-off dates connection with any such items, rights in and to bank accounts, marketable and other securities and similar investments of such schedules Seller, accounts receivable and the Closing Date. No later than five (5) Business Days after the Closing Date, HRB Bank shall deliver final electronic versions of the aforementioned schedules containing information regarding the Transferred Loans and the Overdrafts as of the close of business other items listed on the Closing Date.Schedule 2.01F.

Purchase of Assets. Subject Upon expiration or termination of this Agreement for any reason other than pursuant to SECTION (D), SECTION (E) or SECTION hereof, the terms, conditions, representations and warranties set forth in this Agreement, at Orthodontic Entity shall have the Closing, HRB Bank will sell, assign, transfer, grant, bargain, deliver and convey to BofIoption to, and BofI will purchase and otherwise acquire from HRB Bank, free and clear of any Lien, HRB Bank’s entire right, title and interest in and Apple shall have the option to require the following assets (the “Transferred Assets”):Orthodontic Entity to,: (a) Purchase from Apple at Fair Market Value all tangible assets of Apple or its Affiliates that relate primarily to the Transferred LoansOrthodontic Entity other than Apple's accounting and financial records and other records and files relating to the operation of the Orthodontic Entity (the "Purchase Assets"), including, but not limited to, (i) all tangible assets set forth on Apple's balance sheet as of the Termination Date relating primarily to the Orthodontic Entity, (ii) all equipment, furniture, fixtures, furnishings, inventory, supplies, improvements, additions and leasehold improvements utilized by the Orthodontic Entity, and all Accrued Interest on (iii) any real estate owned by Apple, AOI or an Affiliate that is exclusively associated with the Transferred Loans;Orthodontic Entity; and (b) the Overdrafts; (c) the Assumed Contracts; (d) the Records; (e) the Contracts between HRB Bank Assume all liabilities, debt, payables and each depositor governing the terms and conditions of the Deposits other obligations (including the Brokered Deposits), the HRB Prepaid Cards lease and the Transferred Loans; (fother contractual obligations) all ABA routing numbers, BINs, and customer account numbers, transit routing numbers, of Apple and any other account numbers used of its Affiliates which relate exclusively to the Orthodontic Entity or held for use to the performance of Apple's obligations under this Agreement (the "Orthodontic Entity Related Liabilities"). The Orthodontic Entity shall be able to exercise its option under this Section (unless this Agreement is terminated pursuant to SECTION ) and Apple shall be able to exercise its option under this Section (unless this Agreement is terminated pursuant to SECTION ) by giving written notice thereof in the Termination Notice, if applicable, or prior to ninety (90) days before the Termination Date if this Agreement is terminated pursuant to SECTIONS and . In connection with the Transferred Assets and/or the Assumed Liabilities; and (g) all security and/or other deposits purchase and prepaid expenses exclusively relating to the Transferred Assets. No later than three (3) Business Days prior to the Closing Date, HRB Bank shall complete and provide to BofI (i) an electronic schedule, in form and substance reasonably acceptable to BofI, setting forth such information as BofI may reasonably request with respect to the Transferred Loans as they existed as sale of the cut-off date for such schedule which Purchase Assets pursuant to this SECTION , Apple shall cause the Purchase Assets to be not earlier conveyed free of any lien, claim or encumbrance, other than the fifth (5th) Business Day prior to the Closing Date and (ii) an electronic schedule in form and substance reasonably acceptable to BofI setting forth such information as BofI may reasonably request with respect to the Overdrafts as they existed as those arising out of the cut-off date for such schedule which shall be not earlier than the fifth (5th) Business Day prior to the Closing Date. The parties acknowledge and agree that the schedules to be delivered as provided in the preceding sentence are preliminary and will not account for changes in the Transferred Loans or Overdrafts between the cut-off dates of such schedules and the Closing Date. No later than five (5) Business Days after the Closing Date, HRB Bank shall deliver final electronic versions of the aforementioned schedules containing information regarding the Transferred Loans and the Overdrafts as of the close of business on the Closing DateOrthodontic Entity Related Liabilities.

Purchase of Assets. A. Subject to the terms, conditions, representations terms and warranties set forth in conditions of this Agreement, at the Closing, HRB Bank will sell, assign, transfer, grant, bargain, Seller shall sell and deliver to Purchaser and convey to BofI, and BofI will Purchaser shall purchase and otherwise acquire from HRB Banktake possession of the Business Locations, upon completion of the physical inventory described in Section 3.A. hereof, to be completed on the Closing Date (as hereinafter defined), free and clear of all liens, security interests, pledges or encumbrances, all of the automotive inventory (including cores, warranty merchandise, inventory in transit and finished goods) of Seller located at the Business Locations, physically counted in accordance with the inventory procedures described in Section 3.A. hereof (the "Inventory"), a complete list of which shall be annexed to this Agreement as EXHIBIT "B" as promptly as practicable but not later than the time of Closing (as hereinafter defined). Excluded from the purchase provisions of this Agreement is any Lienitem of Inventory identified by the manufacturer's then current published price sheet, HRB Bank’s entire and those items of Inventory whose packaging is not in resalable condition by reason of water or other damage. Inventory not purchased by Purchaser shall remain the property of Seller and shall be promptly returned to Seller by Purchaser. B. Subject to the terms and conditions of this Agreement, Seller shall sell and deliver to Purchaser and Purchaser shall purchase and take possession at the Business Locations as of Seller's close of business on the Closing Date, free and clear of all liens, security interests, pledges or encumbrances, all of the machinery, equipment, furniture, fixtures, signs, vehicles and leasehold improvements located at the Business Locations on the Closing Date, which are owned by Seller, a principal list of which is attached as Exhibit "C" (excluding, however, certain computer equipment set forth as excluded) which list shall be supplemented by Seller, as of the Closing Date, no later than the True-Up Date and the Purchase Price shall be adjusted accordingly. C. Subject to the terms and conditions of this Agreement, Seller shall sell and convey to Purchaser and Purchaser shall purchase and receive from Seller, all of the Seller's right, title and interest in and to the following prepaid expenses and other assets (the “Transferred Assets”):detailed on EXHIBIT "D". (a) the Transferred Loans, and all Accrued Interest on the Transferred Loans; (b) the Overdrafts; (c) the Assumed Contracts; (d) the Records; (e) the Contracts between HRB Bank and each depositor governing D. Subject to the terms and conditions of this Agreement, Seller shall convey to Purchaser and Purchase shall receive from Seller, all of Seller's goodwill in the Deposits (including operation of the Brokered Deposits)Business Locations as going concerns, excluding, however, the HRB Prepaid Cards trademarks or trade names used by Seller at the Business Locations. E. The assets described in Sections 1.A, 1.B., 1.C. and 1D. hereof are herein both individually and collectively referred to as "Assets". F. Except for the Transferred Loans; (f) warranty of title set forth in Section 11.A. hereof, the Assets are being sold "AS IS," "WHERE IS" and "WITH ALL FAULTS" and Seller hereby expressly disclaims any and all ABA routing numbers, BINs, other warranties both express and customer account numbers, transit routing numbers, and any other account numbers used or held for use in connection with the Transferred Assets and/or the Assumed Liabilities; and (g) all security and/or other deposits and prepaid expenses exclusively relating to the Transferred Assets. No later than three (3) Business Days prior to the Closing Date, HRB Bank shall complete and provide to BofI (i) an electronic schedule, in form and substance reasonably acceptable to BofI, setting forth such information as BofI may reasonably request with respect to the Transferred Loans as they existed as of the cut-off date for such schedule which shall be not earlier than the fifth (5th) Business Day prior to the Closing Date and (ii) an electronic schedule in form and substance reasonably acceptable to BofI setting forth such information as BofI may reasonably request with respect to the Overdrafts as they existed as of the cut-off date for such schedule which shall be not earlier than the fifth (5th) Business Day prior to the Closing Date. The parties acknowledge and agree that the schedules to be delivered as provided in the preceding sentence are preliminary and will not account for changes in the Transferred Loans or Overdrafts between the cut-off dates of such schedules and the Closing Date. No later than five (5) Business Days after the Closing Date, HRB Bank shall deliver final electronic versions of the aforementioned schedules containing information regarding the Transferred Loans and the Overdrafts as of the close of business on the Closing Dateimplied.

Purchase of Assets. Subject to Section 1.4 hereof and the terms, conditions, representations other terms and warranties set forth in conditions of this Agreement, at the Closing, HRB Bank will Seller hereby agrees to sell, assign, transfer, grantconvey, bargain, assign and deliver and convey to BofIthe Purchaser, and BofI will purchase the Purchaser agrees to purchase, accept and otherwise acquire receive from HRB Bankthe Seller, on the Closing Date the following assets, properties and rights associated with the Branches free and clear of all security interests, liens, mortgages, limitations, restrictions, commitments and encumbrances (“Encumbrances”), except for the security interests, liens, mortgages and encumbrances that are in favor of the Seller with respect to the Loans (as hereinafter defined) or Permitted Encumbrances (as hereinafter defined) (collectively, the “Assets”): (a) all loans listed on Exhibit 1.3(a) hereto, and all loans or extensions of credit made from the date of Exhibit 1.3(a) up to the close of business on the Closing Date and attributable to the Branches (the “Pre-Closing Loans”), at their respective outstanding principal amounts plus all accrued but unpaid interest and fees thereon and related unamortized origination costs or fees as of the close of business on the day immediately preceding the Closing Date, together with all security interests, liens, mortgages, guaranties and collateral related thereto, but excluding all loan loss reserves related thereto (all such items collectively, including the Pre-Closing Loans, the “Loans”), as such list shall be updated as of the Closing Date to reflect new loans made attributable to the Branches and to exclude any LienLoans set forth on Exhibit 1.3(a) hereto that have been repaid in full as to principal and interest prior to the Closing Date; provided, HRB Bankhowever, that, subject to the discretion of the Purchaser, the Loans shall not include (i) any loans or extensions of credit that, at the Measurement Date or the Closing Date, (A) are on nonaccrual status, (B) are thirty (30) days or more past due, (C) are classified as “substandard,” “doubtful” or “loss” as of the date of the most recent examination of the Seller, has been listed on any “watch list” or similar internal report of the Seller, or, in the reasonable judgment of the Purchaser should be rated watch or lower using the Purchaser’s entire or the Seller’s rating system in a manner consistent with past practice, (D) have had insurance force-placed, (E) are in connection with a borrower that has filed a petition for relief under the United States Bankruptcy Code prior to the Closing Date or (F) have specific reserves as shown on the Seller’s books and records, (ii) any loans that the Purchaser elects to exclude from the Acquisition upon written notice from the Purchaser to the Seller within sixty (60) days following the date of this Agreement or (iii) any Pre-Closing Loans that the Purchaser elects to exclude from the Acquisition upon written notice from the Purchaser to the Seller within ten (10) calendar days following the Seller notifying the Purchaser of the making of any such Pre-Closing Loan pursuant to Section 1.12(b); provided that the Seller will consult with the Purchaser on any loan proposed to be made following the date of this Agreement (such excluded loans, the “Excluded Loans”); (i) all customer files relating to the Loans and the Deposit Liabilities (as hereinafter defined), (ii) all promissory notes, loan agreements, security agreements, pledge agreements, mortgages, guaranties, commitment letters, appraisals, credit reports, titles to collateral, verifications, financial statements, and other loan documents, and any amendments or waivers thereto, relating to the Loans, (iii) all signature cards, account agreements and other deposit account documents relating to the Deposit Liabilities, (iv) all contracts and rental agreements relating to the Seller’s safe deposit box business at the Branches, and (v) such other files, records, documents and instruments as are set forth on Exhibit 1.3(b) hereto; (c) all overdrafts associated with all Deposit Liabilities assumed by the Purchaser under Section 1.5 hereof (“Acquired Overdrafts”); (d) (i) the Lease Agreements (“Branch Leases”), as listed on Exhibit 1.3(d) hereto under which the Seller leases space (“Leased Property”), with all improvements by the Seller to the Leased Property, and (ii) all fee simple right, title and interest in and to the following assets real property owned by the Seller, as listed on Exhibit 1.3(d) hereto, including the buildings and other improvements thereto (“Owned Real Property”) (the Leased Property and the Owned Real Property are collectively referred to as the “Transferred AssetsReal Property”): (a) the Transferred Loans, and all Accrued Interest on the Transferred Loans; (b) the Overdrafts; (c) the Assumed Contracts; (d) the Records); (e) all rights, title and interest in and to all personal property, furniture, fixtures, equipment, leasehold improvements, ATM machines (excluding software licensed by the Contracts between HRB Bank and each depositor governing the terms and conditions of the Deposits (including the Brokered DepositsSeller), security systems, safe deposit boxes (excluding the HRB Prepaid Cards contents thereof), vaults, all non-logo signs, sign framing, structures, posts and other signage infrastructure, all non-logo office supplies and other tangible personal property located at the Transferred LoansBranches and owned by the Seller and used at the Branches, as listed on Exhibit 1.3(e) hereto (collectively, the “Fixed Assets”), together with any manufacturer’s warranties thereon which are in effect on the Closing Date and which are assignable to the Purchaser; (f) all ABA routing numbersequipment leases for equipment located in the Branches, BINsall subleases listed on Schedule 3.12, all assignable operating contracts associated with the Branches (excluding any master contracts which cover other branches of the Seller), and customer account numbersall restrictive covenant agreements with employees of the Branches, transit routing numbers, and any other account numbers used or held for use in connection with as listed on Exhibit 1.3(f) hereto (the Transferred Assets and/or the “Assumed Liabilities; andContracts”); (g) all security and/or other deposits petty, teller, ATM and prepaid expenses exclusively relating to vault cash maintained at the Transferred Assets. No later than three (3) Business Days prior to the Closing Date, HRB Bank shall complete and provide to BofI (i) an electronic schedule, in form and substance reasonably acceptable to BofI, setting forth such information as BofI may reasonably request with respect to the Transferred Loans as they existed as of the cut-off date for such schedule which shall be not earlier than the fifth (5th) Business Day prior to the Closing Date and (ii) an electronic schedule in form and substance reasonably acceptable to BofI setting forth such information as BofI may reasonably request with respect to the Overdrafts as they existed as of the cut-off date for such schedule which shall be not earlier than the fifth (5th) Business Day prior to the Closing Date. The parties acknowledge and agree that the schedules to be delivered as provided in the preceding sentence are preliminary and will not account for changes in the Transferred Loans or Overdrafts between the cut-off dates of such schedules and the Closing Date. No later than five (5) Business Days after the Closing Date, HRB Bank shall deliver final electronic versions of the aforementioned schedules containing information regarding the Transferred Loans and the Overdrafts Branches as of the close of business on the Closing Date, the exact amounts of which will be certified by the Seller as of the Closing Date (“Acquired Cash”); (h) subject to Section 1.7 hereof, all safe deposit contracts and rental agreements for the safe deposit boxes located at the Branches; (i) the local telephone and fax numbers associated specifically with the Branches; (j) all prepaid expenses (the “Prepaid Expenses”) reflected on the books of the Seller attributable to the Branches as of the Closing Date, which include, but are not limited to, prepaid FICO assessments and prepaid FDIC insurance premiums, but only to the extent attributable to the Assets or any of the Deposit Liabilities sold, assigned or transferred to or assumed by the Purchaser pursuant to this Agreement and only to the extent relating to periods after the Closing Date; and (k) all assets, rights and interests of the Seller relating to the Branches in respect of Fiduciary Relationships related to Deposit Liabilities in respect of IRAs included in the Assets pursuant to Section 2.31. The Purchaser hereby understands and agrees that it is purchasing only the Assets and assuming only the Assumed Liabilities (as hereinafter defined) specifically identified in this Agreement and, except as may be expressly provided for in this Agreement, the Purchaser has no interest in or right to (y) any customers of any affiliate of the Seller and (z) any relationship which the Seller, or any other office or branch of the Seller, may have with any customer of the Branches not related to such customers’ status as a holder of Deposit Liabilities or Loans, including, without limitation, any trust or insurance relationship. No right to the use of any sign, trademark, trade name, service xxxx or corporate name of the Seller, or any of its affiliates, is being sold hereunder.

Purchase of Assets. Subject (a) The Vendors hereby agree to sell to the termsPurchaser and the Purchaser hereby agrees to purchase from the Vendors, conditions, representations the Assets pursuant to the terms and warranties set forth in conditions of this Agreement, at the Closing, HRB Bank will sell, assign, transfer, grant, bargain, deliver and convey to BofI. The Vendors are not transferring, and BofI will purchase and otherwise acquire from HRB Bank, free and clear of any Lien, HRB Bank’s entire shall retain all right, title and interest in and to to, the following assets (the “Transferred Excluded Assets”): (a) the Transferred Loans, and all Accrued Interest on the Transferred Loans;. (b) The purchase price (the Overdrafts"PURCHASE PRICE") for the purchase of the Assets is $8,000,000. Such Purchase Price shall be allocated among the Assets as follows: (i) Rig - $7,150,000; (ii) Inventory and Consumable Spare Parts - $ 850,000. The allocations set forth above will be used by the Parties as the basis for reporting asset values and other items for purposes of all required tax returns and for purposes of the Purchase Price adjustments contemplated by clause 2(d), and the Parties shall not assert, in connection with any audit or other proceeding with respect to taxes, or in connection with the procedures set forth in clause 2(d) (except to the extent asset values are not reflected above), any asset values or other items inconsistent with the allocations set forth above. (c) The Purchase Price shall be paid as follows: (i) a deposit of $800,000 (the Assumed Contracts;"DEPOSIT") shall be paid to the Escrow Agent contemporaneously with the execution of this Agreement, which deposit shall be retained by the Escrow Agent in trust in accordance with the Escrow Agreement, and either applied towards the Purchase Price on the Closing Date or retained by the Vendors or returned to the Purchaser in accordance with the terms of this Agreement; and (ii) payment of an amount equal to the Purchase Price, reduced by (A) the amount of the Deposit, (B) the amount of any adjustment pursuant to clause 2(d), (C) the amount of the Accrued Payments and (D) the amount of any payments actually received by a Vendor prior to Closing under the Assigned Drilling Contract that are directly attributable to demobilization costs that have not been incurred by such Vendor on or before the Closing Date (the "CLOSING DATE PAYMENT") on the Closing Date by wire transfer of immediately available funds to the account(s) designated by the Vendors. (d) In respect of the Records;Assets: (ei) the Contracts If, between HRB Bank April 15, 2005 and each depositor governing the terms and conditions of the Deposits (including the Brokered Deposits), the HRB Prepaid Cards and the Transferred Loans; (f) all ABA routing numbers, BINs, and customer account numbers, transit routing numbers, and any other account numbers used or held for use in connection with the Transferred Assets and/or the Assumed Liabilities; and (g) all security and/or other deposits and prepaid expenses exclusively relating to the Transferred Assets. No later than three (3) Business Days prior to the Closing Date, HRB Bank shall complete and provide to BofI a Vendor transfers, or suffers the destruction, damage or loss of, any Asset (i) an electronic schedule"UNAVAILABLE ASSETS"), in form and substance reasonably acceptable to BofI, setting forth such information as BofI may reasonably request with respect to the Transferred Loans as they existed as of the cut-off date for such schedule which shall be not earlier than the fifth (5th) Business Day prior to then the Closing Date and (ii) an electronic schedule in form and substance reasonably acceptable to BofI setting forth such information as BofI may reasonably request with respect to the Overdrafts as they existed as of the cut-off date for such schedule which Payment shall be reduced by the value ascribed to such Unavailable Asset(s) as determined pursuant to this clause 2(d)(i); provided, however, that this clause 2(d) shall not earlier than apply in the fifth (5th) Business Day case of reasonable wear and tear on the Assets occurring prior to the Closing Date. For purposes of this clause 2(d)(i) an Unavailable Asset that is transferred, destroyed, damaged or lost shall be valued at its Fair Market Value. If any Unavailable Asset is partially, but not totally, destroyed, the Closing Date Payment shall be reduced by the cost to repair such asset up to its Fair Market Value. The parties acknowledge and agree that the schedules to be delivered as provided adjustment mechanism described in the preceding sentence are preliminary and this clause 2(d) will not account for changes in be applied with respect to any Asset that has been replaced by the Transferred Loans or Overdrafts between Vendors by a similar asset of comparable value reasonably acceptable to the cut-off dates of such schedules and the Closing Date. No later than five (5) Business Days after the Closing Date, HRB Bank shall deliver final electronic versions of the aforementioned schedules containing information regarding the Transferred Loans and the Overdrafts as of the close of business on the Closing DatePurchaser.