Common use of Purchase Price Clause in Contracts

Purchase Price. Subject to the adjustment set forth in Section 2.5 below, the purchase price for the Purchased Assets is up to $516,000 payable as follows: (a) $255,000 which shall be paid to Seller's legal counsel as escrow agent on the date hereof and (b) up to $261,000 paid from the amounts collected on accounts receivable outstanding at the time of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth herein. Promptly following the date hereof, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory to the parties (the "Escrow Agreement"). The Escrow Agreement shall provide, among other things, for the establishment of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New Receivables, and (ii) distribute to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such schedule.

Purchase Price. Subject (a) On the Effective Date of a Bank Assignment by the Initial Lender, each Bank Lender shall pay to the adjustment set forth Initial Lender at an account to be designated by the Initial Lender to such Bank Lender, in Section 2.5 belowimmediately available funds, as the purchase price for the Purchased Assets Bank Assignment, its pro rata portion (based on the Lender Class Commitments) of the outstanding principal amount of the Notes plus any interest or discount on any Commercial Paper outstanding on the Effective Date, in each case to accrue through the then current maturity date of such Commercial Paper (the "CP Purchase Price"); provided, however, that the CP Purchase Price paid by any Bank Lender shall not exceed an amount equal to (x) a fraction, the numerator of which is up the Bank Lender's Lender Class Commitment and the denominator of which is the aggregate Lender Class Commitments of all of the Bank Lenders and (y) 102% of the outstanding principal amount of Commercial Paper on the Effective Date (as to $516,000 payable as follows: (a) $255,000 any Bank Lender, the "Maximum Note Commitment Amount"). In the event that the Effective Date of any such Bank Assignment is not also a date upon which funds shall be paid required to Seller's legal counsel as escrow agent repay maturing Commercial Paper which remains outstanding on the Effective Date (each such date hereof a "Tranche End Date"), then the Initial Lender shall hold the CP Purchase Price paid by any Bank Lender and (b) up to $261,000 paid from invest such amounts in Permitted Investments as determined by the Initial Lender. On each Tranche End Date the Initial Lender shall apply the amounts collected held by it in respect of the CP Purchase Price to pay such maturing Commercial Paper. On the applicable Tranche End Date, the Initial Lender shall apply the amounts held by it in respect of the CP Purchase Price to pay such maturing Commercial Paper. On the last Tranche End Date relating to Commercial Paper outstanding on accounts receivable outstanding at the time Effective Date, the Initial Lender shall return to the Lessee any proceeds of closing such investment which are not required to pay the principal and interest or discount due on maturing Commercial Paper. Concurrently with the payment of the CP Purchase Price to the Initial Lender, the Initial Lender shall (including future accounts receivable related to Open Orders) ("Closing Receivables") except as set forth herein. Promptly in the preceding sentence) have no further obligations or rights from and after such Effective Date, to the extent of the Bank Assignment being effected on such Effective Date, under the Operative Agreements; provided, further, that following the date hereof, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory to the parties (the "Escrow Agreement"). The Escrow Agreement shall provide, among other things, for the establishment of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each payment of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with CP Purchase Price hereunder by any other information submitted in connection with each such payment. Joint authorization in writing signed by each Bank Lender, any unfunded portion of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each Maximum Note Commitment Amount of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New Receivables, and (ii) distribute to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables such Bank Lender shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such scheduleterminated.

Purchase Price. Subject to the adjustment set forth in Section 2.5 below, the purchase price The Purchase Price for the Purchased Acquired Assets is up to Four Hundred Fifty Thousand Dollars ($516,000 450,000.00) payable as follows: Upon the execution of this Agreement by all parties Property Management Buyer shall pay to Escrow Agent (ahereinafter defined) the sum of (i) an initial refundable deposit of Fifty Thousand Dollars ($255,000 which 50,000.00) (the “Initial Deposit”) to Xxxxxxx Law Group, P.A. Trust Account (“Escrow Agent”); and within two (2) business days after the expiration of the Due Diligence Period (ii) Fifty Thousand Dollars ($50,000.00) (the “Additional Deposit”) (the Initial Deposit and Additional Deposit are collectively referred to as the “Deposit”); and, at Closing (hereinafter defined) Property Management Buyer shall pay to Property Management Seller (i) the sum of Three Hundred Fifty Thousand Dollars ($350,000.00 (“Balance Due”) (subject to any prorations, credits or agreed upon a adjustments as provided for herein). The Purchase Price shall be payable by Property Management Buyer to Property Management Seller, by wire transfer funds, plus or minus the specific items hereinafter described and the usual and ordinary prorations and credits, including but not limited to rent, if any paid to Seller's legal counsel as escrow agent for the lease of the leased premises and any leased equipment assumed by Property Management Buyer, personal property taxes for the year of closing imposed on the date hereof assets, real estate taxes, gift card liabilities, (collectively, the “Prorations and (b) up Credits”). Further, any security deposits held by the vendor/lessor of the leased premises and any leased equipment being assumed by Property Management Buyer shall be reimbursed to $261,000 paid from the amounts collected on accounts receivable outstanding Property Management Seller at the time of closing (including future accounts receivable related Closing provided that said vendor/lessor shall transfer the said security deposit for the benefit of the Property Management Buyer as of the Closing Date. The parties hereto agree to Open Orders) ("Closing Receivables") re-prorate as set forth hereinto any errors in the listing or payment of Prorations and Credits. Promptly following the date hereof, the Buyer and the Property Management Seller shall jointly select be responsible for electricity, telephone, water and sewer, gas and other utility charges, salaries and accrued vacation and other benefits of employees, payment of all amounts owed by Property Management Seller to any governmental agency or unit, and payment of all amounts secured by Liens against the Acquired Assets. To the extent that one party owes money to the other pursuant to this section, such party shall pay all amounts so owed within thirty (30) days after written notice thereof. In accordance with the provisions of Section 2(e) of the Restaurant Asset Purchase Agreement, a mutually agreeable bank portion of the Restaurant Asset Purchase Price shall be held pursuant to serve as an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory reasonably acceptable to the parties Property Management Buyer and Property Management Seller (the "“Closing Escrow Agreement")”) to secure the indemnification obligations of both the Restaurant Asset Seller and the Property Management Seller under this Agreement for a period of one (1) year after Closing. The Escrow Agreement shall provide, among other things, for the establishment of a lock box account ("Lock Box") Cash will be released only in accordance with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each terms of the Buyer Closing Escrow Agreement. The Property Management Seller acknowledges and agrees that Property Management Buyer’s remedies under the Seller shall receive from Closing Escrow Agreement are the Escrow Agent copies of checks (Property Management Buyer’s sole and exclusive recourses or wire transfer statements) deposited along with any other information submitted remedies in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New Receivables, and (ii) distribute to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such scheduleherewith.

Purchase Price. Subject On the first Business Day following the Agreement Date, Purchaser shall pay Seller an amount (the “Deposit”) equal to the adjustment set forth product of (i) $21,358,151 and (ii) Current Excess Servicing Spread Percentage, without any of the adjustments provided in Section 2.5 belowthe Purchase and Sale Agreement for such calculation, as an xxxxxxx money deposit. In full consideration for the purchase price of the Current Excess Servicing Spread and the rights under the Future Spread Agreement for FNMA Mortgage Loans, and upon the terms and conditions of this Agreement, Purchaser shall pay to Seller on the Sale Date an amount (the “Base Purchase Price”) equal to the product of (x) the aggregate outstanding principal balance of the Mortgage Loans as of the Cut-Off Date, (y) the Purchase Price Percentage and (z) the Current Excess Servicing Spread Percentage. The Base Purchase Price shall be allocated by the Parties on the Sale Date to reflect the consideration for the Purchased Assets is up purchase of the Current Excess Servicing Spread hereunder (the “Purchase Price”) and the consideration for the rights acquired by Purchaser under the Future Spread Agreement for FNMA Mortgage Loans. The Base Purchase Price shall be payable by the Purchaser to $516,000 payable the Seller as follows: (a) $255,000 which the Deposit shall be paid to Seller's legal counsel as escrow agent payable on the date hereof and first Business Day following the Agreement Date, (b) up to $261,000 paid from the amounts collected on accounts receivable outstanding at the time of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth herein. Promptly following the date hereof, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory to the parties (the "Escrow Agreement"). The Escrow Agreement shall provide, among other things, for the establishment of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each 50% of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each estimated Base Purchase Price net of the Buyer Deposit shall be payable on the Sale Date and (c) the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each portion of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box Base Purchase Price with respect to the New ReceivablesMortgage Servicing Rights transferred on such Servicing Transfer Date that has not been paid to Seller by Purchaser as of such date, including with respect to Mortgage Loans that have prepaid between either (x) the Sale Date and the initial applicable Servicing Transfer Date or (iiy) distribute two Servicing Transfer Dates pertaining to the same Mortgage Servicing Rights, plus interest thereon at the Federal Funds Rate for the period from the Sale Date to such Servicing Transfer Date or between such Servicing Transfer Dates, shall be payable on the Servicing Transfer Date. The Seller forty two shall deliver the Schedule of Mortgage Loans no later ten (10) Business Days after the Sale Date. In the event there is an adjustment and one half percent (42.5%reconciliation of the Seller’s purchase price pursuant to the terms of Section 3.01(d) of the funds deposited in Purchase and Sale Agreement, the Lock Box with respect Base Purchase Price shall be subject to a corresponding adjustment and any adjustment amounts (including interest) shall be paid by the Purchaser or the Seller, as applicable, to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 other party within ten (the "Maximum Amount"10) Business Days from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each satisfactory written verification of the Buyer and the Seller to distribute the amounts to the parties as specified in such scheduledue.

Purchase Price. Subject to The Purchase Price for the adjustment Put Shares is $____________ [90% OF THE MARKET PRICE SET FORTH IN PARAGRAPH 5 ABOVE]. The undersigned affirms that the matters set forth in Section 2.5 belowthis Statement of Determination of Market Price are true and correct based upon the published reports of Bloomberg Financial, L.P. WAVELAND CAPITAL, LLC By ---------------------- D. Xxxx Xxxxx, Manager EXHIBIT H (Attached to and made a part of the purchase price Common Stock Purchase Agreement By and Between Pro Net Link, Corp. and Waveland Capital, LLC) To Purchase _____________ shares of Common Stock of PRO NET LINK CORP. THIS CERTIFIES that, for value received, Waveland Capital, LLC, a Colorado limited liability company (the Purchased Assets "Holder"), is up entitled, upon the terms and subject to $516,000 payable as follows: (a) $255,000 which shall be paid to Seller's legal counsel as escrow agent the limitations on exercise and the conditions hereinafter set forth, at any time after the date hereof and (b) up to $261,000 paid from the amounts collected on accounts receivable outstanding at the time of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth herein. Promptly following the date hereof, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow AgentInitial Exercise Date"). At Closing, the Buyer, the Seller ) and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory on or prior to the parties close of business on ________, 200_ [A DATE FIVE YEARS AFTER THE DATE HEREOF] (the "Escrow AgreementTermination Date") but not thereafter, to subscribe for and purchase from Pro Net Link Corp., a corporation incorporated in Nevada (the "Company"), up to ___________ shares (the "Warrant Shares") of Common Stock, $0.001 par value per share, of the Company (the "Common Stock"). The Escrow Agreement shall provide, among other things, for the establishment purchase price of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders one share of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements Common Stock (the "Escrow StatementsExercise Price") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement periodunder this Warrant shall be $___. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller The Exercise Price and the Escrow Agent in writing number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment as provided herein. In the event of any conflict between the terms of this Warrant and the Common Stock Purchase Agreement dated as of March __, 2001 pursuant to which this Warrant has been issued (the "Buyer NotificationPurchase Agreement") as to whether ), the funds deposited Purchase Agreement shall control. Capitalized terms used and not otherwise defined herein shall have the meanings set forth for such terms in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New Receivables, and (ii) distribute to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such schedulePurchase Agreement.

Purchase Price. Subject to the adjustment set forth in Section 2.5 below, the purchase price The Purchase Price for the Purchased Assets is up to $516,000 payable as follows: Mortgage Loans purchased hereunder shall be (a) $255,000 which shall be paid to Seller's legal counsel one hundred and one-quarter percent (100.25%) multiplied by the aggregate principal balance, as escrow agent of the Cut-off Date, of the Mortgage Loans listed on the date hereof and Mortgage Loan Schedule, minus (b) up the environmental insurance policy premium payable by the Purchaser to $261,000 paid from American International Group (or such other insurer as the amounts collected on accounts receivable outstanding at the time of closing (including future accounts receivable related to Open OrdersPurchaser shall approve) ("Closing Receivables") as set forth herein. Promptly following the date hereof, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance for environmental insurance coverage satisfactory to the parties (the "Escrow Agreement"). The Escrow Agreement shall provide, among other things, for the establishment of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information Purchaser with respect to funds deposited into those Mortgage Loans listed on Exhibit 6 hereto which are purchased by the Lock Box during Purchaser hereunder. The Purchase Price shall be payable in accordance with ARTICLE VIII below, and subject to the statement periodHoldback as provided in Section 4.02. Within three (3) business days following In addition to the delivery Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the unpaid principal amount of each Escrow Statement, Mortgage Loan from the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New Receivables, and (ii) distribute last date through which interest has been paid to the Seller forty two and one half percent (42.5%) thereon to, but not including, the Closing Date, plus any Negative Escrows related thereto outstanding as of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer Purchase Price payable on the initial Closing Date shall submit not include that portion thereof attributable to, and payable by the Purchaser with respect to, the SBOs; rather, such portion of the Purchase Price shall be payable by the Purchaser to the Seller a schedule on the SBO Closing Date pursuant to Section 2.02 above, and shall be calculated as of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors applicable Cut-off Date with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such schedulethereto based upon those SBOs so purchased.

Purchase Price. Subject In full consideration for the purchase of the Current Excess Servicing Spread and the rights under the Future Spread Agreement for Non-Agency Mortgage Loans, and upon the terms and conditions of this Agreement, Purchaser shall pay to Seller on the Closing Date an amount (the “Base Purchase Price”) equal to the adjustment set forth in Section 2.5 belowproduct of (x) the aggregate outstanding principal balance of the Mortgage Loans as of the Cut-Off Date, (y) the Purchase Price Percentage and (z) the Current Excess Servicing Spread Percentage. The Base Purchase Price shall be allocated by the Parties on the Closing Date to reflect the consideration for the purchase price of the Current Excess Servicing Spread hereunder (the “Purchase Price”) and the consideration for the Purchased Assets is up to $516,000 payable as follows: (a) $255,000 which rights acquired by Purchaser under the Future Spread Agreement for Non-Agency Mortgage Loans. On the Closing Date, Purchaser and Other Purchasers shall be paid to Seller's legal counsel as escrow agent on the date hereof and (b) up to $261,000 paid from the amounts collected on accounts receivable outstanding at the time of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth herein. Promptly following the date hereof, the Buyer and the Seller shall jointly select also pay a mutually agreeable bank to serve as an escrow agent supplemental purchase price (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory “Supplemental Purchase Price”) equal to the parties (the "Escrow Agreement"). The Escrow Agreement shall provide, among other things, for the establishment product of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New Receivables, $85 million and (ii) distribute a fraction, the numerator of which is the sum of the “Base Purchase Prices” payable by Purchaser and Other Purchasers, as applicable, under (and as defined in) each Sale Agreement (other than the Base Purchase Price payable pursuant to the Sale Agreement relating to GNMA Mortgage Loans) on the Closing Date and the denominator of which is the purchase price payable by Seller forty two and one half percent to ResCap to acquire the Mortgage Servicing Rights on the Closing Date pursuant to the Asset Purchase Agreement (42.5%) other than the portion of the funds deposited in the Lock Box with respect purchase price payable pursuant to the Closing Receivables; provided however, that in no event Asset Purchase Agreement relating to GNMA Mortgage Loans). Purchaser and Other Purchasers shall allocate the Seller be entitled to receive payment in excess Supplemental Purchase Price under each or any of an aggregate amount of $261,000 the Sale Agreements and Future Spread Agreements (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect other than pursuant to the Closing Receivables shall be used by the Buyer solely Sale Agreement or Future Spread Agreement relating to repay GNMA Mortgage Loans) in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such scheduletheir reasonable discretion.

Purchase Price. Subject to During the adjustment set forth in Section 2.5 belowTerm, the purchase price of the Products sold by Seller for purposes of the Purchased Assets is up to $516,000 payable as follows: (a) $255,000 which Humanitarian Program shall be paid to Seller's legal counsel as escrow agent on the date hereof and (b) up to $261,000 paid from the amounts collected on accounts receivable outstanding at the time of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth herein. Promptly following the date hereof, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as for an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory amount equal to the parties (the "Escrow Agreement"). The Escrow Agreement shall provide, among other things, for the establishment sum of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New Receivables**** Cost plus ****%, and (ii) distribute to the Seller forty two and one half percent (42.5%) ****% of the funds deposited **** Cost of the Products included in the Lock Box Report (which, for purposes of this subsection (ii), shall include the **** Costs of Reagents) (the “Purchase Price”). For the avoidance of doubt, Seller and its Affiliates shall supply Reagents and other raw materials for the manufacture of Products for purposes of the Humanitarian Program at no cost. Promptly following the receipt of each Report, Inverness Japan shall prepare and submit an invoice to Seller for an amount equal to (1) the **** Cost plus ****%, and (2) ****% of the **** Cost of such Products included in the Report (which, for purposes of this subsection (2) shall include the **** Costs of Reagents). Seller shall pay the amount so invoiced no later than 30 days after the date of such invoice; provided, however, that if Seller disagrees with the amounts set forth in such invoice, Seller shall send a written notice to Inverness Japan stating the specific reasons for its disagreement within 20 days of receiving such invoice. If Seller makes such notification to Inverness Japan, Seller and Inverness Japan must attempt to reconcile their differences during 2 weeks and if they are unable to do so, then, Seller shall have the right, during normal business hours and at Seller’s expense, to have an independent certified public accountant selected by Seller and reasonably acceptable to Inverness Japan, audit any amounts calculated pursuant to this Section 5.5. The decision of the independent certified public accountant with respect to the Closing Receivables; provided howevercalculation of such amounts shall be final and binding on Inverness Japan and Seller. If, based upon the decision of the independent certified public accountant, there has been an overstatement of the amount calculated and such difference is greater than 10% of the original amount, Inverness Japan shall reimburse Seller for all the fees of the audit conducted by the independent certified public accountant. If Seller pays an amount invoiced by Inverness Japan pursuant to this Section 5.5 without notifying Inverness Japan of Seller’s disagreement of such amount, but later reasonably believes that in no event the amount so invoiced and paid by Seller was overstated by more than 10%, Seller shall have the right, during normal business hours and at Seller’s expense, to have an independent certified public accountant selected by Seller be entitled and reasonably acceptable to receive payment in excess of an aggregate Inverness Japan, audit such amount of $261,000 (the "Maximum Amount") from the Lock Boxpaid by Seller to Inverness Japan. The remaining funds deposited in decision of the Lock Box independent certified public accountant with respect to the Closing Receivables calculation of such amount shall be used final and binding on Inverness Japan and Seller. If the amount previously paid by Seller to Inverness Japan exceeds the amount determined by the Buyer solely to repay in full all independent certified public accountant, within 30 days of the accounts payable reflected on decision of the Balance Sheet until independent certified public accountant, (i) Inverness Japan shall reimburse Seller the Lock Box Termination Date. The Buyer shall submit to difference between the Seller a schedule of invoices included in the Assumed Liabilities to be amount paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize amount determined by the Escrow Agent in a writing signed by each independent certified public accountant, and (ii) if such difference is greater than 10% of the Buyer amount previously paid **** REPRESENTS TEXT OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. by Seller, Inverness Japan shall reimburse Seller for all the fees of the audit conducted by the independent certified public accountant. If the amount determined by the independent certified public accountant exceeds the amount previously paid by Seller to Inverness Japan, within 30 days of the decision of the independent certified public accountant, Seller shall pay to Inverness Japan the difference between the amount determined by the independent certified public accountant and the amount paid by Seller. Failure to pay a disputed invoice shall not be deemed a breach of this Agreement by Seller and shall not relieve Inverness Japan from its commitment to distribute the amounts continue to the parties as specified in such schedule.provide Products hereunder

Purchase Price. Subject to the adjustment set forth in Section 2.5 below, the The total purchase price (the “Purchase Price”) for the Purchased Assets is up transactions contemplated by this Agreement shall be an amount in cash equal to $516,000 payable as follows: 4,800,000,000, which amount consists of (a) $255,000 which shall be paid an amount equal to Seller's legal counsel as escrow agent on the date hereof and Bridge Loan Purchase Price for the Bridge Loan, plus (b) up an amount equal to $261,000 paid from the amounts collected Purchase Price minus the Bridge Loan Purchase Price for the Shares (the “Share Purchase Price”), which amount shall be adjusted pursuant to and in accordance with this Section 2.03 and Sections 2.04 and 2.05. The Purchase Price shall be reduced by an amount equal to the sum of (x) the Credit Saison Debt Amount plus (y) the Syndicated Loan Debt Amount plus (z) any Indebtedness for Borrowed Money of the Companies and the Transferred Subsidiaries outstanding immediately prior to the Closing other than the Credit Saison Debt, the Bridge Loan, the Syndicated Loan and the AIGFAJ Subordinated Debt. For the avoidance of doubt, any such reduction to the Purchase Price shall be treated as an adjustment to the Share Purchase Price. The Parent shall notify the Acquiror of the principal amount of Indebtedness for Borrowed Money outstanding as of the Closing Date and the amount of interest (or original issue discount, as applicable) that will be accrued and unpaid on accounts receivable outstanding at the time Bridge Loan, the Credit Saison Debt, the Syndicated Loan and any other Indebtedness for Borrowed Money to but excluding the Closing Date no later than ten (10) Business Days prior to the Closing Date. For purposes of closing this ARTICLE II, any accrued and unpaid interest (including future accounts receivable related to Open Ordersor original issue discount, as applicable) ("Closing Receivables") on the Bridge Loan, the Credit Saison Debt, and the Syndicated Loan and any principal or accrued and unpaid interest on any other Indebtedness for Borrowed Money shall be expressed in U.S. dollars based on the Applicable Exchange Rate as set forth herein. Promptly following in effect as of the date hereof, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory to the parties (the "Escrow Agreement"). The Escrow Agreement shall provide, among other things, for the establishment of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New Receivables, and (ii) distribute to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such schedule.

Purchase Price. Subject to the adjustment set forth in Section 2.5 belowterms and conditions of this Agreement, at the Effective Time, the purchase price aggregate consideration paid by PR for all of the Purchased Assets is up Shares pursuant to $516,000 payable as follows: (a) $255,000 which the Stock Purchase shall be paid to Seller's legal counsel $5,059,000 (as escrow agent on adjusted in accordance with the date hereof and (b) up to $261,000 paid from the amounts collected on accounts receivable outstanding at the time terms of closing (including future accounts receivable related to Open Ordersthis Agreement) ("Closing Receivables") as set forth herein. Promptly following the date hereof, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory to the parties (the "Escrow Agreement"“Purchase Price”). The Escrow Agreement shall providePurchase Price reflects an additional $25,000 in purchase price to offset the expense of dissolving BDC as provided in Section 1.02 hereof. At the Effective Time, among other things, for the establishment of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date BDC Consolidated Shareholders’ Equity (as hereinafter defineddefined below) shall not be less than $4,195,000 (the “Minimum BDC Consolidated Shareholders’ Equity”). Each of PR shall pay the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or Purchase Price by wire transfer statements) deposited along with any other information submitted of immediately available funds to BDC only upon BDC’s delivery to PR of stock certificates representing the Shares, which certificates shall be duly endorsed in connection with each such payment. Joint authorization in writing signed blank or be accompanied by each of the Buyer and the Seller will be required before any funds can be released from the Lock Boxduly executed stock powers. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer Purchase Price contemplates that all of the funds deposited assets of BDC shall be contributed to JSB immediately prior to the Effective Time, except for the Shares, Tax Payments (as defined below) and the right to receive the Purchase Price. JSB shall compute and record the amount which would have been its income tax liability (for both current and deferred taxes) for the period from January 1, 2017, until the Effective Time (the “Stub Period”) as though JSB filed a separate income tax return for such taxable year on a “Separate Entity Basis” (the “Tax Payments”). The Tax Payments may be paid by JSB to BDC prior to the Effective Time. At no time shall JSB pay or become obligated to pay or otherwise transfer to BDC deferred income tax liability amounts computed for financial statement purposes. To the extent that a net tax loss is incurred by JSB during the Stub Period, and a tax benefit arising from JSB’s tax loss is achieved on BDC’s consolidated return, the BDC shall pay to JSB the amount of such tax benefit achieved. PR shall have the right to review these calculations prior to Closing as part of a review of the BDC Consolidated Shareholders Equity. BDC will be responsible for filing the final incomes tax return for BDC following liquidation and for paying all related income taxes.” Each reference in the Lock Box with respect Agreement referring to the New Receivables, Merger Consideration shall mean and (ii) distribute refer to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such schedulePurchase Price.

Purchase Price. Subject The purchase price of Repurchase Option Shares shall be the Fair Market Value thereof, determined as follows: The Company (irrespective of whether the Company has exercised its repurchase right, so long as at least one Non-Affected Founder or STI has exercised his or its repurchase right) and the Affected Stockholder shall attempt to agree on such Fair Market Value through good faith negotiations for a period of ten (10) Business Days, and if they are so able to agree then the adjustment agreed Fair Market Value shall apply. If the Company and the Affected Stockholder have not so agreed by the end of such period, then the Fair Market Value shall be determined by two (2) independent appraisers, one selected by the Affected Stockholder or his, her or its representatives, and one selected by the Company. Each such independent appraiser shall as promptly as possible provide an opinion of the Fair Market Value of the Repurchase Option Shares. If the Fair Market Value determined by one independent appraiser does not exceed the Fair Market Value determined by the other independent appraiser by more than twenty percent (20%), then the average of the Fair Market Values set forth in Section 2.5 belowthe two (2) appraisals shall be treated as the Fair Market Value of the Repurchase Option Shares. Otherwise, the purchase price for independent appraisers shall mutually select a third independent appraiser, and the Purchased Assets is up to $516,000 payable as follows: (a) $255,000 which Fair Market Value of the Repurchase Option Shares shall be paid to Seller's legal counsel as escrow agent on the date hereof and (b) up to $261,000 paid from the amounts collected on accounts receivable outstanding at the time of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth herein. Promptly following the date hereof, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory to the parties (the "Escrow Agreement")determined exclusively by such third independent appraiser. The Escrow Agreement shall providethird independent appraiser will evaluate the appraisals of the two (2) other independent appraisers and as promptly as possible provide an opinion of Fair Market Value of the Repurchase Option Shares, among which Fair Market Value must be no greater than the highest Fair Market Value reached by the two (2) other things, for independent appraisers and no less than the establishment of a lock box account lowest Fair Market Value reached by the other two ("Lock Box"2) with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined)independent appraisers. Each of the Buyer Affected Stockholder and the Seller Company shall receive from bear the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each costs of the Buyer appraiser selected by it and an equal portion of the Seller will be required before any funds can be released from costs of the Lock Boxthird appraiser (if any). The Escrow Agent shall deliver to each Fair Market Value of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New Receivables, and (ii) distribute to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables Repurchase Option Shares determined pursuant hereto shall be used by the Buyer solely to repay in full binding on all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid parties, their legal representatives and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such scheduletheir successors-in-interest.

Purchase Price. Subject In consideration of the sale, assignment, transfer and conveyance to the adjustment Depositor of the Aggregate Receivables and related Transferred Assets, on the terms and subject to the conditions set forth in Section 2.5 belowthis Agreement, the Depositor shall, on each Sale Date, pay and deliver to Ditech, in immediately available funds on the related Sale Date, or otherwise promptly following such Sale Date if so agreed by Ditech, as receivables seller, and the Depositor, a purchase price for the Purchased Assets is up to $516,000 payable as follows: (a) $255,000 which shall be paid to Seller's legal counsel as escrow agent on the date hereof and (b) up to $261,000 paid from the amounts collected on accounts receivable outstanding at the time of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth herein. Promptly following the date hereof, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory to the parties (the "Escrow Agreement"). The Escrow Agreement shall provide, among other things, for the establishment of a lock box account ("Lock Box"“Purchase Price”) with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller equal to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to case of one Receivable sold, assigned, transferred and conveyed on such Sale Date, the New Receivables, and fair market value of such Receivable on such Sale Date or (ii) distribute in the case more than one Receivable is sold, assigned, transferred and conveyed on such Sale Date, the aggregate of the fair market values of such Receivables on such Sale Date, payable in cash to the Seller forty two and one half percent (42.5%) extent of funds available to the Depositor. To the extent that the Purchase Price of the funds deposited Additional Receivables is greater than the cash portion of the Purchase Price, then the Depositor shall (i) first, pay such portion of the Purchase Price in the Lock Box with respect to form of a borrowing under the Closing ReceivablesSubordinated Note in the form attached hereto as Exhibit A; provided however, that the Depositor may not make any borrowing under the Subordinated Note unless at the time of (and immediately after) each borrowing thereunder, both before and after the sale transaction (1) the Depositor’s total assets exceed its total liabilities, (2) the Depositor’s cash on hand is sufficient to satisfy all of its current obligations (other than its obligations under the Subordinated Note and the obligation to pay the Purchase Price), (3) the Depositor is adequately capitalized at a commercially reasonable level and (4) the Depositor has determined that its financial capacity to meet its financial commitment under the Subordinated Note is adequate and (ii) second, to the extent the Depositor cannot make a borrowing under the Subordinated Note, accept a contribution to its capital from Ditech in no event shall an amount equal to the Seller be entitled remaining unpaid portion of the Purchase Price. Ditech is hereby authorized by the Depositor to receive payment in excess of endorse on the schedule attached to the Subordinated Note an aggregate appropriate notation evidencing the date and amount of $261,000 (each advance thereunder, as well as the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box date of each payment with respect thereto, provided that the failure to the Closing Receivables make such notation shall be used by the Buyer solely to repay in full all not affect any obligation of the accounts payable reflected on the Balance Sheet until the Lock Box Termination DateDepositor thereunder. The Buyer Ditech shall submit to the Seller a schedule of invoices included record in the Assumed Liabilities to be paid its books and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller records all increases in and the Buyer shall authorize the Escrow Agent payments in a writing signed by each reduction of the Buyer and outstanding principal amount of the Seller to distribute the amounts to the parties as specified in such scheduleSubordinated Note.

Purchase Price. Subject (a) The Purchase Price shall be subject to the adjustment only as set forth in this Section 2.5 below2.3. Property Taxes, the purchase price for the Purchased Assets is up to $516,000 payable as follows: (a) $255,000 which shall be paid to Seller's legal counsel as escrow agent on the date hereof water/sewer charges, gas, electric, telephone and (b) up to $261,000 paid from the amounts collected on accounts receivable outstanding at the time of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth herein. Promptly following the date hereofother utilities, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory other operating expenses relating to the parties (Facilities are the "Escrow Agreement"). The Escrow Agreement responsibility of the Tenants under the Tenant Leases and shall provide, among other things, for the establishment of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreementnot be prorated. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, unpaid Rent and any other available relevant information with respect to funds deposited into amounts due and payable under the Lock Box during the statement period. Within three (3) business days following the delivery Tenant Leases as of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (Date shall be charged to Purchaser and paid at the Closing, and Rent for the month in which Closing occurs shall be prorated through the Closing Date. Sellers shall retain all security deposits and other similar deposits relating to the Tenant Leases, and Purchaser shall receive a "New Receivable")credit for such deposits at the Closing. Within three business days (3) following delivery In addition to the payment of the Buyer NotificationPurchase Price, Purchaser shall, at and as a condition to the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to Closing, be obligated (i) distribute to pay all unpaid amounts that are owed under the Buyer all of Term Mortgage Loan which are required to pay the funds deposited Term Mortgage Loan in the Lock Box with respect to the New Receivablesfull, and (ii) distribute either (A) to pay all unpaid amounts that are owed under the Emeritus Mortgage Loan which are required to pay the Emeritus Mortgage Loan in full or (B) to cause the Mortgage Loan Assignee to purchase the Emeritus Mortgage Loan from HR for a purchase price equal to all unpaid amounts that are owed under the Emeritus Mortgage Loan in consideration of HR’s execution and delivery of the Mortgage Assignment to the Seller forty Mortgage Loan Assignee at the Closing. If Purchaser elects to pay the Emeritus Mortgage Loan in full at the Closing, Purchaser must provide, not less than two and one half percent (42.5%2) of the funds deposited in the Lock Box with respect Business Days prior to the Closing Receivables; provided howeverDate, that in no event shall the Seller be entitled written notice to receive payment in excess Sellers of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited any such election, and, in the Lock Box with respect absence of such written notice of Purchaser’s election, Purchaser shall cause the Mortgage Loan Assignee to purchase the Emeritus Mortgage Loan from HR at the Closing for a purchase price equal to all unpaid amounts that are owed under the Emeritus Mortgage Loan. Purchaser shall identify the Mortgage Loan Assignee in a written notice to Sellers not less than three (3) Business Days prior to the Closing Receivables Date. Sellers shall be used by cause HR to accept, or cause the Buyer solely to repay in full all acceptance of, prepayment of the accounts payable reflected on Term Mortgage Loan and, as applicable, accept the Balance Sheet until prepayment, or complete the Lock Box Termination Date. The Buyer shall submit sale as contemplated herein, of the Emeritus Mortgage Loan irrespective of the failure of Purchaser to satisfy any applicable prepayment notice requirements, and to deliver a payoff letter to Purchaser at least three (3) Business Days prior to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such scheduleClosing Date.

Purchase Price. Subject MSR XIII LLC shall act as Purchaser for any Subsequent Sale Date occurring after 90 days following the Sale Date with respect to purchases of current excess servicing spread relating to any Non-Agency Mortgage Loan pursuant to the adjustment set forth in Section 2.5 belowPurchase and Sale Agreement until the Termination Date. For avoidance of doubt, the purchase price purchaser for the Purchased Assets is up Sale Date and any Subsequent Sale Date occurring within 90 days following the Sale Date will be MSR XII LLC and not MSR XIII LLC, and any related current excess servicing spread shall be sold pursuant to $516,000 the Current Excess Servicing Spread Acquisition Agreement for Non-Agency Mortgage Loans for MSR XII LLC and not this Agreement, and MSR XIII LLC shall not acquire any interest in such current excess servicing spread. In full consideration for the purchase of the Current Excess Servicing Spread and the rights under the Future Spread Agreement for Non-Agency Mortgage Loans, and upon the terms and conditions of this Agreement, Purchaser shall pay to Seller an amount (the “Base Purchase Price”) equal to the product of (x) the aggregate outstanding principal balance of the Mortgage Loans as of the Cut-Off Date, (y) the Purchase Price Percentage and (z) the Current Excess Servicing Spread Percentage. The Base Purchase Price shall be allocated by the Parties on the related Subsequent Sale Date to reflect the consideration for the purchase of the Current Excess Servicing Spread hereunder (the “Purchase Price”) and the consideration for the rights acquired by Purchaser under the Future Spread Agreement for Non-Agency Mortgage Loans. The Base Purchase Price shall be payable by the Purchaser to the Seller as follows: (a) $255,000 which 50% of the estimated Base Purchase Price net of the portion of the Deposit with respect to the applicable Servicing Agreements shall be paid to Seller's legal counsel as escrow agent payable on the date hereof related Subsequent Sale Date and (b) up to $261,000 paid from the amounts collected on accounts receivable outstanding at the time of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth herein. Promptly following the date hereof, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory to the parties (the "Escrow Agreement"). The Escrow Agreement shall provide, among other things, for the establishment of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each portion of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box Base Purchase Price with respect to the New ReceivablesMortgage Servicing Rights transferred on such Servicing Transfer Date that has not been paid to Seller by Purchaser as of such date, including with respect to Mortgage Loans that have prepaid between either (x) the Subsequent Sale Date and the initial applicable Servicing Transfer Date or (iiy) distribute two Servicing Transfer Dates pertaining to the same Mortgage Servicing Rights, plus interest thereon at the Federal Funds Rate for the period from the Subsequent Sale Date to such Servicing Transfer Date or between such Servicing Transfer Dates, shall be payable on the Servicing Transfer Date. On the Initial Applicable Subsequent Sale Date, MSR XIII LLC shall pay any unused portion of the Deposit to MSR XII LLC. On the Termination Date, any unused portion of the Deposit shall be paid by Seller forty two to Purchaser. The Seller shall deliver the Schedule of Mortgage Loans no later ten (10) Business Days after each Subsequent Sale Date following the Initial Applicable Subsequent Sale Date. In the event there is an adjustment and one half percent (42.5%reconciliation of the Seller’s purchase price pursuant to the terms of Section 3.01(d) of the funds deposited in Purchase and Sale Agreement, the Lock Box with respect Base Purchase Price shall be subject to a corresponding adjustment and any adjustment amounts (including interest) shall be paid by Purchaser or the Seller, as applicable, to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 other party within ten (the "Maximum Amount"10) Business Days from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each satisfactory written verification of the Buyer and the Seller to distribute the amounts to the parties as specified in such scheduledue.

Purchase Price. Subject On the first Business Day following the Agreement Date, Purchaser shall pay Seller an amount (the “Deposit”) equal to the adjustment set forth product of (i) $6,943,463 and (ii) Current Excess Servicing Spread Percentage, without any of the adjustments provided in Section 2.5 belowthe Purchase and Sale Agreement for such calculation, as an xxxxxxx money deposit. MSR XII LLC shall act as Purchaser for the Sale Date and for any Subsequent Sale Dates occurring within 90 days following the Sale Date with respect to purchases of current excess servicing spread relating to any Non-Agency Mortgage Loan pursuant to the Purchase and Sale Agreement. For avoidance of doubt, the purchase price purchaser for any Subsequent Sale Date occurring after 90 days following the Sale Date will be MSR XIII LLC and not MSR XII LLC, and any related current excess servicing spread shall be sold pursuant to the Current Excess Servicing Spread Acquisition Agreement for Non-Agency Mortgage Loans for MSR XIII LLC and not this Agreement, and MSR XII LLC shall not acquire any interest in such current excess servicing spread. In full consideration for the Purchased Assets is up purchase of the Current Excess Servicing Spread and the rights under the Future Spread Agreement for Non-Agency Mortgage Loans, and upon the terms and conditions of this Agreement, Purchaser shall pay to $516,000 Seller an amount (the “Base Purchase Price”) equal to the product of (x) the aggregate outstanding principal balance of the Mortgage Loans as of the Cut-Off Date, (y) the Purchase Price Percentage and (z) the Current Excess Servicing Spread Percentage. The Base Purchase Price shall be allocated by the Parties on the Sale Date to reflect the consideration for the purchase of the Current Excess Servicing Spread hereunder (the “Purchase Price”) and the consideration for the rights acquired by Purchaser under the Future Spread Agreement for Non-Agency Mortgage Loans. The Base Purchase Price shall be payable by the Purchaser to the Seller as follows: (a) $255,000 which the Deposit shall be paid to Seller's legal counsel as escrow agent payable on the date hereof and first Business Day following the Agreement Date, (b) up to $261,000 paid from the amounts collected on accounts receivable outstanding at the time of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth herein. Promptly following the date hereof, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory to the parties (the "Escrow Agreement"). The Escrow Agreement shall provide, among other things, for the establishment of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each 50% of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each estimated Base Purchase Price net of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each portion of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box Deposit with respect to the New Receivablesapplicable Servicing Agreements shall be payable on the Sale Date or the Subsequent Sale Date, as applicable and (iic) distribute to the Seller forty two and one half percent (42.5%) portion of the funds deposited in the Lock Box Base Purchase Price with respect to the Closing Receivables; provided howeverMortgage Servicing Rights transferred on such Servicing Transfer Date that has not been paid to Seller by Purchaser as of such date, including with respect to Mortgage Loans that in no event shall have prepaid between either (x) the Seller be entitled Sale Date or Subsequent Sale Date, as applicable, and the initial applicable Servicing Transfer Date or (y) two Servicing Transfer Dates pertaining to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") same Mortgage Servicing Rights, plus interest thereon at the Federal Funds Rate for the period from the Lock BoxSale Date or Subsequent Sale Date, as applicable, to such Servicing Transfer Date or between such Servicing Transfer Dates, shall be payable on the Servicing Transfer Date. The remaining funds deposited Seller shall deliver the Schedule of Mortgage Loans no later ten (10) Business Days after the Sale Date and any Subsequent Sale Date, as applicable. In the event there is an adjustment and reconciliation of the Seller’s purchase price pursuant to the terms of Section 3.01(d) of the Purchase and Sale Agreement, the Base Purchase Price shall be subject to a corresponding adjustment and any adjustment amounts (including interest) shall be paid by Purchaser or the Seller, as applicable, to the other party within ten (10) Business Days from receipt of satisfactory written verification of amounts due. In the event the sale of the Current Excess Servicing Spreads related to any Servicing Agreement is delayed to a Subsequent Sale Date with respect to which MSR XII LLC is the Purchaser in accordance with the terms of the Purchase and Sale Agreement and this Agreement, the Base Purchase Price and Purchase Price to be paid hereunder related to the Current Excess Servicing Spreads to be sold on such Subsequent Sale Date shall be paid on such Subsequent Sale Date, in accordance with the preceding provisions of this Section 3.01 as if such Subsequent Sale Date were the Sale Date thereunder, net of the portion of the xxxxxxx money deposit set forth in the Lock Box first paragraph of Section 3.01 with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such scheduleapplicable Servicing Agreements.

Purchase Price. Subject to the adjustment set forth in Section 2.5 below, the Such purchase price for the Purchased Assets is up to $516,000 payable as follows: (a) $255,000 which and sale shall be paid to Seller's legal counsel as escrow agent on the date hereof made by execution and (b) up to $261,000 paid from the amounts collected on accounts receivable outstanding at the time delivery by Subordinated Agent of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth herein. Promptly following the date hereof, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement Assignment Agreement in form and substance reasonably satisfactory to Senior Agent. Upon the date of such purchase and sale, Subordinated Agent shall (i) pay to Senior Secured Parties as the purchase price therefor the full amount of all the Senior Debt then outstanding and unpaid (including principal, interest, fees, LIBOR breakage or similar breakage amounts, and expenses, including financial examination and advisory expenses, appraisal fees and reasonable attorneys’ fees and expenses), (ii) furnish cash collateral to Senior Agent with respect to any outstanding letter of credit obligations in such amounts as are required under the Senior Documents, (iii) cash collateralize any Hedging Obligations that have not been terminated in a manner satisfactory to the parties applicable counterparties, (the "Escrow Agreement"). The Escrow Agreement shall provideiv) agree to reimburse (or if required by Senior Agent, among other things, for the establishment back by standby letters of credit or cash collateral in a lock box account ("Lock Box"manner satisfactory to Senior Agent) with the Escrow Senior Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date Senior Secured Parties for any loss, cost, damage or expense (as hereinafter defined). Each of the Buyer including reasonable attorneys’ fees and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statementslegal expenses) deposited along with any other information submitted in connection with each such any commissions, fees, costs or expenses related to any issued and outstanding letter of credit obligations under the Senior Documents and Hedging Obligations as described above and any checks or other payments provisionally credited to the Senior Debt, and/or as to which Senior Agent and/or any Senior Secured Party has not yet received final payment. Joint authorization , (v) agree to reimburse (or back by stand-by letters of credit or cash collateral in writing signed by each a manner satisfactory to Senior Agent) Senior Agent and Senior Secured Parties in respect of indemnification obligations of the Buyer and Obligors under the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") Senior Documents as to whether the funds deposited matters or circumstances known to or determinable by Subordinated Agent which could result in the Lock Box were payments any loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) to Senior Agent and/or any Senior Secured Party, provided that, in no event will Subordinated Agent have any liability for such amounts under this clause (v) in excess of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery proceeds of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed Collateral received by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New ReceivablesSubordinated Agent, and (iivi) distribute obtain a customary release of Senior Agent and the Senior Secured Parties by all Obligors that are then parties to the Seller forty two Senior Documents of and one half percent (42.5%) from any further obligations under the Senior Documents and the release by the Subordinated Agent, on behalf of itself and Subordinated Creditors, of Senior Agent and the Senior Secured Parties of any further obligations under this Agreement. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds deposited to such bank account of Senior Agent as Senior Agent may designate in writing to Subordinated Agent for such purpose. Interest shall be calculated to but excluding the Lock Box with respect Business Day on which such purchase and sale shall occur if the amounts so paid by Subordinated Agent to the Closing Receivables; provided however, that bank account designated by Senior Agent are received in no event such bank account prior to 2:00 p.m. Eastern time and interest shall be calculated to and including such Business Day if the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect amounts so paid by Subordinated Agent to the Closing Receivables shall be used bank account designated by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Senior Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified are received in such schedulebank account later than 2:00 p.m. Eastern time.

Purchase Price. Subject to the adjustment set forth in Section 2.5 below, the purchase price (a) The “Purchase Price” for the Purchased Assets is up that are conveyed to $516,000 payable as follows: (a) $255,000 which HRAC II under this Agreement shall be paid payable in cash in an amount equal to Seller's legal counsel the sum of (i) 100% of the aggregate balance of the Principal Receivables, and such of the Finance Charge and Administrative Receivables as escrow agent constitute fees and charges relating to debt cancellation, debt waiver and other enhancement and insurance programs administered by the Bank, so conveyed, plus (ii) the present value of anticipated excess spread, including Interchange, computed by taking into account factors such as historical losses (and discounted to take into account any uncertainty as to future performance matching historical performance), servicing fees, delinquencies, payment rates and yield, such sum adjusted to reflect any other factors as the Bank and HRAC II mutually may agree will result in a Purchase Price determined to be the fair market value of such Purchased Assets. This computation of initial Purchase Price shall assume no reinvestment in new Receivables. The Purchase Price for the Purchased Assets, shall be payable on a date (the “Purchase Price Payment Date”) mutually agreed to by the Bank and HRAC II (but no later than the 15th day of the month following the month in which such Purchased Assets are conveyed by the Bank to HRAC II) in cash in an amount equal to the sum of (i) 100% of the aggregate balance of the Principal Receivables, and such of the Finance Charge and Administrative Receivables as constitute fees and charges relating to debt cancellation, debt waiver and other enhancement and insurance programs administered by the Bank, so conveyed, plus (ii) the present value of anticipated excess spread, including Interchange, computed by taking into account factors such as historical losses (and discounted to take into account any uncertainty as to future performance matching historical performance), servicing fees, delinquencies, payment rates and yield, such sum adjusted to reflect any other factors as the Bank and HRAC II mutually may agree will result in a Purchase Price determined to be the fair market value of such Purchased Assets. The Bank and HRAC II confirm that a Purchase Price equal to the fair market value of all Purchased Assets sold to HRAC II through the date hereof and (b) up to $261,000 has been paid from the amounts collected on accounts receivable outstanding at the time of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth herein. Promptly following the date hereof, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory by HRAC II to the parties (the "Escrow Agreement"). The Escrow Agreement shall provide, among other things, for the establishment of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New Receivables, and (ii) distribute to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such scheduleBank.

Purchase Price. Subject Such purchase and sale shall be made by execution and delivery by the applicable Secured Creditors of an Assignment Agreement in the form attached to the adjustment set forth in Section 2.5 belowFirst Lien Loan Agreement. Upon the date of such purchase and sale, the Second Lien Creditors purchasing the First Lien Obligations shall (a) pay to the First Lien Agent for the benefit of the First Lien Creditors as the purchase price for therefor the Purchased Assets is up sum of the full amount of all the First Lien Obligations then outstanding and unpaid (including principal, interest, fees, indemnities and expenses, including reasonable attorneys’ fees and legal expenses and Hedging Obligations), (b) furnish cash collateral to $516,000 payable the First Lien Agent with respect to the outstanding First Lien Letter of Credit Obligations in such amounts as follows: (a) $255,000 which shall be paid to Seller's legal counsel are required under the First Lien Loan Agreement as escrow agent in effect on the date hereof and (bc) up agree to $261,000 paid from reimburse the amounts collected on accounts receivable outstanding at the time of closing First Lien Creditors for any loss, cost, damage or expense (including future accounts receivable related to Open Ordersreasonable attorneys’ fees and legal expenses) ("Closing Receivables") as set forth herein. Promptly following the date hereof, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory to the parties (the "Escrow Agreement"). The Escrow Agreement shall provide, among other things, for the establishment of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such any checks or other payments provisionally credited to the First Lien Obligations, and/or as to which the First Lien Creditors have not yet received final payment. Joint authorization Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account of the First Lien Agent in New York, New York, as the First Lien Agent may designate in writing signed to the Second Lien Creditors for such purpose. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by each of the Buyer Second Lien Creditors to the bank account designated by the First Lien Agent are received in such bank account prior to 1:00 p.m., New York City time and interest shall be calculated to and including such Business Day if the Seller will be required before any funds can be released from amounts so paid by the Lock BoxSecond Lien Creditors to the bank account designated by the First Lien Agent are received in such bank account later than 1:00 p.m., New York City time. The Escrow First Lien Agent may apply any or all of such cash collateral to the payment of any reimbursement or similar obligations in respect of First Lien Letter of Credit Obligations. Upon payment in full of such obligations and termination of all First Lien Letter of Credit Obligations, the First Lien Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute remaining cash collateral to the Buyer all of Second Lien Creditors purchasing the funds deposited in the Lock Box with respect to the New Receivables, and (ii) distribute to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such scheduleFirst Lien Obligations.

Purchase Price. Subject Upon the terms and subject to the adjustment set forth conditions of this Agreement, at each Closing, Purchaser shall pay to Seller on the applicable Closing Date, by wire transfer in Section 2.5 belowaccordance with the wire instructions of Seller delivered to Purchaser on or prior to such Closing, the in U.S. dollars and immediately available funds, such purchase price for (each, a “Purchase Price”) equal to the product of (x) the aggregate number of Purchased Assets is up Shares to $516,000 payable as follows: be sold to Purchaser at such Closing and (ay) $255,000 which 3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Per Share Price”). In the event the Company fails to pay a Purchase Price on an applicable Closing Date in accordance with the foregoing, 120% of the sum of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”, and the date of any such default, each a “Default Date”) and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be sold hereunder as such Closings, in the aggregate, shall be paid referred to herein as the “Default Purchased Shares”. By no later than the third (3rd) business day after Seller's legal counsel as escrow agent on ’s receipt of the date hereof and (b) up to $261,000 paid from the amounts collected on accounts receivable outstanding at the time of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth herein. Promptly following the date hereofDefault Purchase Price, the Buyer and the Seller shall jointly select a mutually agreeable bank cause Seller Broker to serve as an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory to the parties (the "Escrow Agreement"). The Escrow Agreement shall provide, among other things, for the establishment of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following effect the delivery of each Escrow Statementthe Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Buyer Purchaser shall notify have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Escrow Agent Default Purchase Price shall be reduced by the product of (x) the aggregate number of such Reduced Purchased Shares in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New Receivables, such Purchase Share Reduction and (iiy) distribute to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such schedulePer Share Price.

Purchase Price. Subject The purchase price for the Premises shall be $9.626.300.00 (the "Purchase Price"), the allocation of the Purchase Price among each of the Properties is set forth on Exhibit A attached hereto and shall be payable by Buyer to Seller in immediately available funds on the Closing Date. An earnest deposxx xx $100,000.00 (the "Earnest Deposxx") xxall be paid by Buyer to Escrow Agent upon the execution of this Agreement by the parties hereto. The Earnest Deposxx xxxxl be applied toward the Purchase Price at Closing. The Purchase Price shall be absolutely net to Seller, and Buyer shall pay in immediately available funds at the Closing all expenses in connection with the transaction contemplated by this Agreement, including, but not limited to, all escrow fees, title fees, survey fees, recording fees, attorneys' fees, transfer taxes, stamp taxes, privilege taxes, sales and use taxes and any and all other costs and fees associated with the Closing. Buyer shall receive a credit at Closing for any prepaid rental paid to Seller in an amount equal to the adjustment monthly rental paid by each lessee pursuant to the applicable Lease multiplied by a fraction, the numerator of which is the number of days from and including the Closing Date through and including the last day of the month in which the Closing occurs, and the denominator of which is the total number of days in the month in which the Closing occurs; provided further, however, if Seller receives the Purchase Price on or after 12:00 p.m. (Phoenix, AZ time) on the Closing Date, the numerator of such fraction shall be the number of days from and including the day after the Closing Date through and including the last day of the month in which the Closing occurs. Notwithstanding the foregoing, a broker's commission shall be paid by Seller as set forth in Section 2.5 below, the purchase price for the Purchased Assets is up to $516,000 payable as follows: (a) $255,000 which shall be paid to Seller's legal counsel as escrow agent on the date hereof and (b) up to $261,000 paid from the amounts collected on accounts receivable outstanding at the time of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth herein. Promptly following the date 21 hereof, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory to the parties (the "Escrow Agreement"). The Escrow Agreement shall provide, among other things, for the establishment of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New Receivables, and (ii) distribute to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such schedule.

Purchase Price. Subject to the adjustment set forth in Section 2.5 below, the purchase price for the Purchased Assets is up to $516,000 payable as follows: (a) $255,000 The Discounted Purchase Price is set out in the Customer Quote Form or Customer Sales Invoice. The Discounted Purchase Price is the Purchase Price applicable if you assign to us the Small Scale Technology Certificate’s (STCs) which shall are created in respect of the System. (b) You are required by this Agreement to assign to us the Small Scale Technology Certificate’s created in respect of the System without charge and we have agreed to charge the Discounted Purchase Price on the basis that the Small Scale Technology Certificate’s will be assigned to us. (c) If you want to retain the Small Scale Technology Certificate’s created in respect of the System you must advise us in writing at least 5 Business Days before the Installation. (d) If you decide to retain the Small Scale Technology Certificate’s or for any reasons due to your actions (or failure to act) the Small Scale Technology Certificate’s cannot be assigned to us then the Full Purchase Price and not the Discounted Purchase Price will be payable. (e) If the Full Purchase Price is payable but we have for any reason only collected the Discounted Purchase Price on or before Installation, you must pay us the balance of the Full Purchase Price on demand. (f) To proceed with the Quote, you must pay a 10% deposit of the Discounted Purchase Price and/or sign the Customer Quote Form prior to Installation. You agree that by signing the Customer Quote Form and whether or not a 10% deposit has been paid, you give Captain Xxxxx the authority to install the system, and are liable and bound to the contract (g) The balance of the Purchase Price (either the Discounted Purchase Price of the Full Purchase Price) must be paid to Seller's legal counsel as escrow agent us on the date hereof and Installation Date, regardless of (bbut not limited to) up connection to $261,000 paid from the amounts collected on accounts receivable outstanding Network Electricity Grid, third-party inspection, meter board connection or compliance paperwork. Your system is considered installed at the time completion of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth hereinpanel and inverter installation. Promptly following If the date hereof, the Buyer panels are installed and the Seller shall jointly select a mutually agreeable bank inverter is not installed to serve as an escrow agent (the "Escrow Agent"). At Closingno fault of Captain Green Solar, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory you are required to the parties (the "Escrow Agreement"). The Escrow Agreement shall provide, among other things, for the establishment of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each make 80% of the Buyer and balance Purchase Price. If any meter upgrading is brought to our attention after the Seller shall receive from installation, you are still required to pay the Escrow Agent copies balance of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New Receivables, and (ii) distribute to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such schedule.Purchase

Purchase Price. Subject Seller agrees to sell to Purchaser the adjustment set forth in Section 2.5 below, the purchase price Conservation Easement for the Purchased Assets is up sum of One Hundred Forty Six Thousand Dollars ($146,000) (“Purchase Price”), which represents a part of the total consideration paid for the Conservation Easement, pursuant to a separate agreement between Seller, Land Trust, and the U.S. Natural Resources Conservation Service. (The total consideration paid at closing for the Conservation Easement will total $516,000 payable as follows: (a631,000.00.) $255,000 which Purchaser shall provide the Purchase Price to Seller in consideration of the sale of the Deed of Conservation Easement, and the Purchase Price shall be paid payable by warrant or wire transfer issued by the Gallatin County Treasurer to Seller's legal counsel as escrow agent on the date hereof and (b) up to $261,000 paid from the amounts collected on accounts receivable outstanding Seller at the time of closing, or through an agreed upon Escrow account subject to Purchaser’s and Land Trust’s closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth hereininstructions. Promptly following The Deed of Conservation Easement shall be recorded at Closing, at the date hereofexpense of Seller, at the Buyer office of the Gallatin County Clerk and Recorder. Seller agrees that the Purchase Price is the final negotiated purchase price for Purchaser’s portion of the overall purchase of the Conservation Easement, and Seller shall jointly select a mutually agreeable bank not be entitled to serve as an escrow agent (seek any additional funding from the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory to the parties (the "Escrow Agreement"). The Escrow Agreement shall provide, among other things, Open Space Fund for the establishment Deed of a lock box account ("Lock Box") Conservation Easement on and over the real property described in Exhibit A of this Agreement. Purchaser may elect to assign all of its rights and obligations under this Agreement to Land Trust, except for the right and obligation to provide the Purchase Price at Closing. If Purchaser does effect such an assignment to Land Trust, Purchaser shall deposit the Purchase Price into escrow with the Escrow Closing Agent and provisions memorializing with instructions that the following agreement. All collections from holders of accounts comprising Closing Receivables Purchase Price shall be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New Receivables, and (ii) distribute disbursed to the Seller forty two only upon Purchaser’s approval of all required closing documents and one half percent (42.5%) the recording of the funds deposited in the Lock Box with respect to the Closing Receivables; provided howeverDeed of Conservation Easement and all necessary Subordination Agreements, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such scheduleif any.

Purchase Price. Subject to the adjustment set forth in Section 2.5 below, the The purchase price for the Purchased Assets is up to EFIS Technology shall be $516,000 payable as follows: 2,300,000 (a) $255,000 the “Purchase Price”), which shall be payable by LG CNS to Aerosonic in accordance to the following schedule plus $200,000 for one year of Engineering services and support payable in accordance with the following schedule: $200,000 upon execution of this Agreement (the “Engineering services and support Payment”); $1,553,000 on or before January 25, 2013 (the “Transfer Payment”); $500,000 on January 25, 2016 (the “First Deferred Payment”); and $247,000 on January 25, 2017 (the “Second Deferred Payment” and together with the First Deferred Payment, the “Deferred Payments”). The Purchase Price shall be deemed fully earned and payable to Aerosonic as of the Effective Date. All payments made by LG CNS to Aerosonic in accordance with this Section 3.2 shall be made in United States dollars in immediately available funds. Aerosonic shall be entitled to recover interest, which shall accrue at a rate of 10% per annum, on all amounts not paid when due in accordance with the above schedule. The Closing Payment is not refundable. The Transfer Payment and the Deferred Payments are not contingent on any circumstances, including diligence or performance of the Acquired Technology. On the Transfer Date, LG CNS shall cause a financial institution reasonably acceptable to Seller's legal counsel Aerosonic to issue a payment (guarantee) bond of a face amount equal to the first Deferred Payment of $500,000 naming Aerosonic as escrow agent beneficiary, pursuant to which Aerosonic will be permitted to draw down the amount of the Deferred Payment on the date hereof listed above on which such Deferred Payment is due. On or before January 25, 2016 LG CNS shall cause a financial institution reasonably acceptable to Aerosonic to issue a payment guarantee bond of a face amount equal to the second Deferred Payment of $247,000 naming Aerosonic as beneficiary, pursuant to which Aerosonic will be permitted to draw down the amount of the Deferred Payment on the date listed above on which such Deferred Payment is due. Aerosonic is responsible for paying any and all taxes levied to Aerosonic in relation to providing the services defined in this agreement. Aerosonic acknowledges that LG CNS will have to withhold 11% from the total amount of (b), (c), (d) up to $261,000 paid from the amounts collected on accounts receivable outstanding at the time of closing (including future accounts receivable invoice related to Open Orders) ("Closing Receivables") as set forth herein. Promptly following the date hereof, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory to the parties (the "Escrow Agreement"). The Escrow Agreement shall provide, among other things, National TAX Service for the establishment duration of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter definedAerosonic need to submit "Application for Entitlement to Reduced Tax Rate" documents). Each of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New Receivables, and (ii) distribute to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such schedule.

Purchase Price. Subject As consideration for the sale, conveyance, assignment, transfer and delivery of the Property by Seller to the adjustment set forth in Section 2.5 belowBuyer, Buyer hereby agrees that the purchase price for the Purchased Assets is up Property shall be $10,000,000.00. The Purchase Price shall be allocated between the Real Property and Personal Property as the parties may reasonably agree prior to Closing. The remaining balance of the Purchase Price, subject to closing adjustments and prorations, after crediting the Deposit, shall be paid in cash or immediately available funds at the Closing. Of the purchase price, the sum of $516,000 payable as follows: 125,000.00 xxxxxxx money (athe “1st Deposit”) $255,000 which shall be paid to First American Title Insurance Company, National Commercial Services, 000 X. Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, Attention: L. Xxxxxx Xxxxxxx, Xx., Telephone Direct: 000-000-0000, Mobile: 000-000-0000, Fax: 000-000-0000, Email: Xxxxxxxx@xxxxxxx.xxx (the “Escrow Agent”) upon acceptance of this Agreement by Seller's legal counsel . The Deposit shall be applied to the Purchase Price. The additional sum of $25,000.00 xxxxxxx money (the “2nd Deposit”), shall be paid by Buyer to Seller within 3 days after the expiration of the Due Diligence period (as escrow agent that term is described below). The 1st and 2nd Deposit shall sometimes hereinafter be referred to as the “Deposit”. In the event the Seller defaults on any condition required of Seller after the date hereof expiration of the Due Diligence Period and (b) up prior to $261,000 paid from the amounts collected on accounts receivable outstanding time set for Closing, Buyer may elect to terminate or rescind this Agreement whereupon the Deposit shall be refunded by the Seller to Buyer and all further rights and obligations of the parties under this Agreement shall terminate, except for any indemnification provisions set forth herein which by their terms survive termination of this Agreement. In the event all of the conditions set forth in this Agreement and required to be performed by Seller are satisfied at the time set forth for the Closing, and Buyer has not previously terminated this Agreement as permitted herein and Buyer fails to purchase the Property as provided herein, then Seller shall be entitled to those remedies set forth in Section16, provided that the within limitation of closing (including future accounts receivable related liability shall not apply to Open Orders) ("Closing Receivables") as any indemnification obligation set forth herein. Promptly following the date hereof, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory to the parties (the "Escrow Agreement"). The Escrow Agreement shall provide, among other things, for the establishment of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New Receivables, and (ii) distribute to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such schedule.

Purchase Price. Subject As consideration for the Shares, the Buyer shall pay, or cause to be paid, at the Closing to the adjustment set forth in Section 2.5 belowSellers’ Representative (on behalf of the Sellers) an aggregate amount equal to One Hundred Twenty Million Dollars ($120,000,000) (the “Base Purchase Price”), the purchase price for the Purchased Assets is up to $516,000 payable as follows: which Base Purchase Price shall be (a) $255,000 which shall be paid to Seller's legal counsel as escrow agent on decreased by the date hereof amount of any Debt and (b) up increased (if a positive number) or decreased (if a negative number) by the Change in Net Stockholders’ Equity Amount (the Base Purchase Price as so adjusted is referred to $261,000 paid from as the “Purchase Price”). At the Closing, the Buyer will pay, or cause to be paid, the Purchase Price in the following manner: (A) the Total Debt Payoff Amount as specified (and in the amounts collected specified) in the Funds Flow Memorandum, (B) in the event of a Wind Holdback Event, then the Wind Holdback Amount shall be retained by the Buyer, (C) deposit the Kingsway Escrow Amount with the Escrow Agent, (D) the Kingsway Holdback Amount shall be retained by the Buyer, (E) the Transaction Expenses to the appropriate parties pursuant to the wire instructions attached to the Funds Flow Memorandum, and (F) the remaining balance of the Purchase Price (as adjusted by the Change in Net Stockholders’ Equity Amount) to the Sellers’ Representative (on accounts receivable outstanding at behalf of the time Sellers) pursuant to the wire instructions attached to the Funds Flow Memorandum. No later than five Business Days prior to the Closing, the Sellers’ Representative shall prepare in good faith and deliver to the Buyer the estimated Debt, Change in Net Stockholders’ Equity Amount, Wind Holdback Amount and Transaction Expenses (the “Estimated Amounts”) together with any supporting documents as the Buyer requests. In the event of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth herein. Promptly following a disagreement by the date hereofBuyer with the Sellers’ Representative’s calculation of the Estimated Amounts, the Buyer and the Seller Sellers’ Representative shall jointly select negotiate in good faith with a mutually agreeable bank view to serve resolving such disagreements as an escrow agent (the "Escrow Agent")promptly as practicably. At Closing, the Buyer, the Seller and the Escrow Agent The Closing shall enter into an escrow agreement in form and substance satisfactory not occur until any such disagreement has been resolved to the parties (the "Escrow Agreement"). The Escrow Agreement shall provide, among other things, for the establishment of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each reasonable satisfaction of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New Receivables, and (ii) distribute to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such scheduleSellers’ Representative.

Purchase Price. (a) Subject to the adjustment set forth in pursuant to Section 2.5 below2.05, the aggregate purchase price for the Purchased Assets is up Shares pursuant to $516,000 payable as followsthis Agreement (the “Purchase Price”) shall be an amount equal to: (ai) $255,000 which shall be paid to Seller's legal counsel as escrow agent on 55,000, plus (ii) the date hereof and (b) up to $261,000 paid from the amounts collected on accounts receivable outstanding at the time of closing (including future accounts receivable related to Open Orders) ("Estimated Closing Receivables") Cash as set forth herein. Promptly following on the date hereofEstimated Closing Cash and Indebtedness Statement (as defined below), minus (iii) Estimated Closing Indebtedness as set forth on the Buyer Estimated Closing Cash and Indebtedness Statement, plus (iv) the Seller shall jointly select Estimated Closing Working Capital (which may be a mutually agreeable bank to serve as an escrow agent negative number), plus the Alleghany Intercompany Amount (which may be a negative number), plus the "Escrow Agent"). At Closing, Revenue Royalty (collectively the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory to the parties (the "Escrow Agreement"“Purchase Price”). The Escrow Agreement net amount after giving effect to the foregoing adjustments to the Purchase Price, other than the Revenue Royalty shall providebe the “Closing Date Payment”. If the Closing Date Payment is a positive number, among other thingsBuyer shall pay Seller an amount equal to the Closing Date Payment at Closing by wire transfer of immediately available funds to an account or accounts designated in writing by Seller to Buyer no later than two Business Days prior to Closing. If the Closing Date Payment is a negative number, Seller shall pay Buyer an amount equal to the Closing Date Payment at Closing by wire transfer of immediately available funds to an account or accounts designated in writing by Buyer to Seller. The Revenue Royalty for the establishment of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each of the Buyer and the Seller shall receive period from the Escrow Agent copies Closing Date through December 31, 2021 shall accrue through December 31, 2021. The Revenue Royalty accrued through September 30, 2021 shall be due and paid by Buyer to Seller on the first Business Day of checks (or wire transfer statements) deposited along with any other information submitted January 2022. The Revenue Royalty accrued for the period of October 1, 2021 through December 31, 2021 shall be due and paid by Buyer to Seller on the first Business Day following February 1, 2022. The Revenue Royalty for the period from January 1, 2022 until December 31, 2027 shall accrue and be paid quarterly in connection with each such payment. Joint authorization in writing signed arrears by Buyer to Seller on the first Business Day of each of the Buyer May, August, November and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box February with respect to the New Receivables, and (ii) distribute to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Boximmediately preceding quarter. The remaining funds deposited in the Lock Box with respect to the Closing Receivables All Revenue Royalty payments shall be used made by the Buyer solely wire transfer of immediately available funds to repay an account or accounts designated in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed writing by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such scheduleBuyer.

Purchase Price. Subject On the Closing Date, the Purchaser shall pay to the adjustment set forth Company for the Mortgage Loans the sum of (i) the Stated Principal Balance of the Mortgage Loans multiplied by the Purchase Price Percentage, plus (ii) an amount equal to accrued and unpaid interest on the Mortgage Loans at the Net Mortgage Interest Rate, from and including the Cut-Off Date through and including the day before the Closing Date. The payment by Purchaser shall be made by wire transfer before 4:00 pm, Eastern Time, in Section 2.5 belowimmediately available funds to an account designated by Company. If so provided in the related Trade Confirmation, portions of the Mortgage Loans shall be priced separately. If any miscalculation is reflected in the purchase price for the Purchased Assets is up to $516,000 payable as follows: (a) $255,000 which shall be paid to Seller's legal counsel as escrow agent on the date hereof and (b) up to $261,000 paid from the amounts collected on accounts receivable outstanding at the time of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth herein. Promptly following the date hereofMortgage Loans, the Buyer and party benefiting from such error shall pay an amount sufficient to correct the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory to the parties (the "Escrow Agreement")error. The Escrow Agreement Purchaser shall provide, among other things, for the establishment of a lock box account ("Lock Box") with the Escrow Agent own and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New Receivables, and (ii) distribute to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to each Mortgage Loan purchased, (1) all scheduled principal due after the Closing Receivables shall be used Cut-off Date, (2) all other recoveries of principal collected after the Cut-off Date (provided, however, that all scheduled payments of principal due on or before the Cut-off Date and collected by the Buyer solely Company after the Cut-off Date shall belong to repay in full the Company), and (3) all payments of the accounts payable reflected interest on the Balance Sheet until Mortgage Loans minus that portion of any such interest payment that is allocable to the Lock Box Termination period prior to the Cut-off Date. The Buyer shall submit unpaid principal balance of each Mortgage Loan as of the Cut-off Date is determined after application to the Seller reduction of principal of payments of principal due on or before the Cut-off Date whether or not collected. Therefore, for the purposes of this Agreement, payments of scheduled principal and interest prepaid for a schedule Due Date beyond the Cut-off Date shall not be applied to the principal balance as of invoices included in the Assumed Liabilities to Cut-off Date. Such prepaid amounts shall be paid and copies the property of the Purchaser. The Company shall deposit any settlement agreements executed such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser, for the remittance by the Buyer with creditors with respect Company to the Assumed LiabilitiesPurchaser on the First Remittance Date. Within five (5) days All payments of principal and interest due on a Due Date following the Seller's receipt of each such schedule, the Seller and the Buyer Cut-off Date shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts belong to the parties as specified in such schedulePurchaser.

Purchase Price. Subject to the adjustment adjustments hereinafter set forth in Section 2.5 belowforth, the purchase price for (the Purchased Assets is up “Purchase Price”) to $516,000 payable as follows: (a) $255,000 which shall be paid to Seller's legal counsel Sellers by Buyer for the Membership Interests shall be Thirty Million One Hundred Fifty Thousand and No/100 Dollars ($30,150,000.00) (the “Purchase Price”). Sellers and Buyer acknowledge and agree that the Purchase Price was determined by taking the average of the fair market value of the Property established by two independent appraisals of the Property (the “Appraisals”) commissioned by Buyer and conducted by CB Rxxxxxx Xxxxx and Cxxxxxx & Wxxxxxxxx (collectively, the ‘Appraisers”). Sellers acknowledge and agree that the Company shall be solely responsible for the payment of any pre-payment penalty under the existing indebtedness (the “Existing Indebtedness”) of Principal Life Insurance Company and Wachovia Bank, National Association (collectively, “Lender”) encumbering the Property, and such pre-payment penalty shall be deducted from the Purchase Price and paid to Lender as escrow agent a disbursement on Sellers’ behalf at Closing. The Purchase Price shall be payable, as adjusted for the prorations and other payments and credits specified in this Contract, by wire transfer of immediately available U.S. Federal Funds at Closing through the Title Company to an account designated in writing by Sellers. Sellers and Buyer further agree that Sellers shall, on the date hereof which is one year after the Closing Date (the “Earn Out Date”), have two independent appraisals of the Property conducted by the Appraisers for the purpose of determining the fair market value of the Property as of the Earn Out Date. In the event the average of the fair market value of the Property on the Earn Out Date (the “Earn Out Value”) established by such appraisals of the Property is higher than the Purchase Price, Sellers shall receive cash equal in value to the difference between the Purchase Price and the Earn Out Value (bthe “Earn Out Payment”). Provided, however, in the event that Buyer incurs out-of-pocket damages, costs and expenses (including, without limitation, reasonable attorneys’ fees actually incurred and court costs) up to $261,000 paid after the Closing arising out of the breach by Sellers’ of (i) their representations and warranties in Section 4 herein, or (ii) any surviving indemnity of Sellers’ described herein, including, without limitation, those contained in Section 20 herein, the amount of such damages, costs and expenses incurred by Buyer shall be deducted from the amounts collected on accounts receivable outstanding at the time of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth hereinEarn Out Payment due Sellers by Buyer. Promptly following the date hereof, the Sellers and Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory to the parties (the "Escrow Agreement"). The Escrow Agreement shall provide, among other things, for the establishment of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each each pay one-half of the cost of such appraisals. Sellers and Buyer covenant and agree that their agreement to sell and purchase the Seller shall receive from the Escrow Agent copies of checks Membership Interests, respectively, together with Sellers’ and Buyer’s other covenants contained herein, including, without limitation, Sellers’ covenants in Section 7 herein and Buyer’s out-of-pocket expenses to be paid (or wire transfer statementsi) deposited along with any other information submitted to Buyer’s attorneys in connection with each such payment. Joint authorization in writing signed by each the negotiation of this Contract and matters related thereto, (ii) to any prospective lender as an application or commitment fee, (iii) to CB Rxxxxxx Xxxxx and Cxxxxxx & Wxxxxxxxx for the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New ReceivablesAppraisals, and (iiiv) distribute to unrelated and unaffiliated third party consultants in connection with the Seller forty two performance of examinations, inspections and/or investigations pursuant to this Contract, constitutes good and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid valuable consideration and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such schedulemutuality under this Contract.

Purchase Price. Subject On the Purchase Date, the Electing Purchaser(s) shall pay to the adjustment set forth Diamond Class A Member, in Section 2.5 belowconsideration for the Diamond Class A Member Interest, an amount of Cash (the "DIAMOND PURCHASE Price") that is equal to the excess of (x) the fair market value of the Diamond Class A Member Interest as of the Applicable Notice Date, which fair market value shall be presumed to be the Diamond Value as of the Applicable Notice Date (unless an Appraised Value Election has been made, in which case such fair market value shall be presumed to be the Appraised Price of the Diamond Class A Member Interest), over (y) the product of (I) the Diamond Percentage and (II) all repayments of and proceeds of, and all interest and earnings on, Financial Investments to the extent paid in Cash into the Accounts during the period from the Applicable Notice Date to (and including) the Purchase Date and not otherwise taken into account in the calculation of Diamond Value or Appraised Price, as the case may be. In addition, as a condition to the purchase of the Diamond Class A Member Interest on the Purchase Date, Diamond shall pay all Administrative Expenses and New Administrative Expenses then due and owing (to the extent such expenses are invoiced and notice thereof has been given to Garnet or Diamond at least three Business Days prior to the Purchase Date) to the extent not paid by Garnet, El Paso or any other Person on or prior to the Purchase Date. Notwithstanding the foregoing, the purchase price for Diamond Class A Member may make an Appraised Value Election by delivering written notice of such election to the Purchased Assets Electing Purchaser(s) no later than ten Business Days following the Applicable Notice Date; provided, however, that the Diamond Class A Member shall not be permitted to make an Appraised Value Election hereunder unless it simultaneously makes an Appraised Value Election under the Topaz LLC Agreement with respect to its Topaz Minority Member Interest; and provided, further, that (i) any such election by the Diamond Class A Member shall be irrevocable upon delivery of such notice by the Diamond Class A Member, (ii) the General Appraisal Procedures shall be implemented, (iii) the Diamond Class A Member shall pay and assume liability for, and indemnify the other Members and the Electing Purchaser(s) against, all fees, costs and expenses in any way relating to or arising out of the General Appraisal Procedures, including all fees and expenses of all of the appraisers engaged in connection therewith and (iv) the Electing Purchaser(s) shall be obligated to pay the Diamond Value on the Purchase Date, and the remainder of the Diamond Purchase Price (or, if the Diamond Purchase Price is up to $516,000 payable as follows: (aless than the amount paid on the Purchase Date, a rebate in respect thereof) $255,000 which shall be paid to Seller's legal counsel the Diamond Class A Member (or Electing Purchaser(s), as escrow agent on the date hereof and (bcase may be) up to $261,000 paid from through the amounts collected on accounts receivable outstanding at the time of post-closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth herein. Promptly following the date hereof, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"adjustments described in Section 11.2(h). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory to the parties (the "Escrow Diamond LLC Agreement"). The Escrow Agreement shall provide, among other things, for the establishment of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New Receivables, and (ii) distribute to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such schedule.

Purchase Price. Subject Such purchase and sale shall be made by execution and delivery by the Senior Creditors and the Subordinated Creditors of an Assignment and Assumption in the form attached to the adjustment set forth in Section 2.5 belowBank Credit Agreement. Upon the date of such purchase and sale, the Subordinated Creditors shall (i) pay to the Senior Creditor Representative for the benefit of the holders of the Senior Debt as the purchase price for therefore the Purchased Assets is up to $516,000 payable as follows: (a) $255,000 which shall be paid to Seller's legal counsel as escrow agent on full amount of all the date hereof Senior Debt then outstanding and (b) up to $261,000 paid from the amounts collected on accounts receivable outstanding at the time of closing unpaid (including future accounts receivable related to Open Ordersprincipal, interest, fees, Eurodollar breakage or similar breakage amounts, and expenses, including reasonable attorneys’ fees and expenses), (ii) ("Closing Receivables") as set forth herein. Promptly following the date hereofcash collateralize any interest rate, the Buyer and the Seller shall jointly select foreign currency, or commodity hedge agreements that have not been terminated in a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance manner satisfactory to the parties Senior Creditor Representative, (iii) agree to reimburse the "Escrow Agreement"). The Escrow Agreement shall provideSenior Creditors for any loss, among other thingscost, for the establishment of a lock box account damage or expense ("Lock Box"including reasonable attorneys’ fees and legal expenses) with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer any commissions, fees, costs or expenses related to any issued and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, outstanding hedge agreements as described above and any checks or other available relevant information with respect payments provisionally credited to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow StatementSenior Debt, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") and/or as to whether which the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New ReceivablesSenior Creditors have not yet received final payment, and (iiiv) distribute agree to reimburse (or back by stand-by letters of credit or cash collateral in a manner satisfactory to the Seller forty two and one half percent (42.5%Senior Creditor Representative) the Senior Creditors in respect of indemnification obligations of the funds deposited Loan Parties under the Senior Debt Documents as to matters or circumstances known to or determinable by Senior Creditor Representative which could reasonably be expected to result in the Lock Box with respect any loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) to the Closing Receivables; provided however, that Senior Creditors. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds to such bank account of the Senior Creditors as the Senior Creditor Representative may designate in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect writing to the Closing Receivables Subordinated Creditor Representative for such purpose. Interest shall be used calculated to, but shall exclude, the business day on which such purchase and sale shall occur if the amounts so paid by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit Subordinated Creditors to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed bank account designated by the Buyer with creditors with respect Senior Creditor Representative are received in such bank account prior to 2:00 p.m., Chicago time, and interest shall be calculated to, and shall include, such business day if the amounts so paid by the Subordinated Creditors to the Assumed Liabilities. Within five (5) days following bank account designated by the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified Senior Creditor Representative are received in such schedulebank account later than 2:00 p.m., Chicago time on such day.

Purchase Price. Subject The Purchase Price allocation for each Property shall be (i) designated by the Company, (ii) mutually acceptable to the adjustment Company and Seller/Lessee, (iii) subject to the total amount of this Commitment, and (iv) subject to meeting the due diligence standards set out in Paragraph 6 of this Commitment.1 All reasonable and actual Company acquisition costs incurred in connection with this transaction shall be paid by Seller/Lessee, but the Company will permit Seller/Lessee to include them in the Purchase Price so that the costs will be funded at closing out of the Sale/Leaseback proceeds. Should any of the transactions contemplated by this Commitment fail to close due to the Property’s failure to meet the criteria set forth in Section 2.5 belowthis Commitment, the purchase price for the Purchased Assets is up Seller/Xxxxxx’s failure to $516,000 payable as follows: (a) $255,000 which shall be paid to Seller's legal counsel as escrow agent on the date hereof and (b) up to $261,000 paid from the amounts collected on accounts receivable outstanding at the time of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth herein. Promptly following the date hereof, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory to the parties (the "Escrow Agreement"). The Escrow Agreement shall provide, among other things, for the establishment of a lock box account ("Lock Box") comply with the Escrow Agent terms of this Commitment, or Seller/Xxxxxx’s election not to proceed (for any reason other than a default by the Company), Seller/Lessee shall reimburse Company and provisions memorializing the following agreementany third-party vendors for all reasonable and actual out-of-pocket expenses in connection therewith. All collections from holders Company acquisition costs will include an unrelated third-party appraisal fee of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each approximately $2,450.00, an ASTM Phase I Environmental Audit of the Buyer and the Seller shall receive from the Escrow Agent copies Property costing approximately $2,850.00, a lease fee equal to one-half of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New Receivables, and (ii) distribute to the Seller forty two and one half percent (42.5.50%) of the funds deposited in Purchase Price, payable if and when the Lock Box with respect Closing occurs, travel and lodging expenses (not to exceed $500.00 per site) related to the Closing Receivables; provided howeverphysical inspection of each Property by a Company representative, and related miscellaneous out-of-pocket expenses such as Federal Express and flood search charges. Seller/Lessee’s closing costs that in no event shall the Seller may also be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities Purchase Price include title insurance premiums, transfer taxes or stamps, survey costs, environmental reports, recording fees and other closing costs. The parties acknowledge that the Company has made arrangements with its service providers to delay payment until Closing. The Company shall be paid responsible for its own legal fees and copies any other of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent its expenses not provided for in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such schedulethis Commitment.

Purchase Price. Subject to the adjustment set forth in Section 2.5 below, the The purchase price for the Purchased Assets is up to $516,000 payable as follows: (a) $255,000 which shall be paid to Sellerof Landlord's legal counsel as escrow agent on the date hereof and (b) up to $261,000 paid from the amounts collected on accounts receivable outstanding at the time of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth herein. Promptly following the date hereof, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent Property (the "Escrow AgentPurchase Price") shall be the Fair Market Value of Landlord's Property, determined in accordance with the provisions of this Section 16.01.01. Following Tenant's completion of its inspections under Section16.01.04, Landlord and Tenant shall endeavor to agree upon the Fair Market Value for the Landlord's Property. If Landlord and Xxxxxx are unable to agree upon the Fair Market Value of the Landlord's Property within thirty (30) days after the date of Tenant's completion of its inspections under Section16.01.04, either party may give notice of its election to have such value determined by appraisal. Following the service of notice that either party elects to have the Fair Market Value of Landlord's Property determined by appraisal, Landlord and Tenant shall endeavor to select an appraiser that is mutually acceptable to Landlord and Tenant, which appraiser shall have at least five years of commercial appraisal experience in Santa Xxxx county and which appraiser shall disclose to both parties if such appraiser has previously worked for either Landlord or Tenant. If the parties are unable to agree upon a mutually acceptable appraiser by a date which is not later than ten (10) working days after either party serves its notice to have the Fair Market Value of Landlord's Property determined by appraisal, each party shall designate its own appraiser (which designation shall be in writing and served on the other not later than ten (10) working days after the first party serves written notice on the other designation the first party's appraiser). At ClosingIf a party fails to timely designate its own appraiser within the period prescribed by the immediately preceding sentence, then the single appraiser designated by the other party shall determine the Fair Market Value of the Landlord's Property. If two (2) appraisers are designated, they shall promptly meet and endeavor to agree upon the Fair Market Value of the Landlord's Property. If the two (2) appraisers are unable to unanimously agree upon the Fair Market Value of the Landlord's Property by a date which is not later than thirty (30) days after the second appraiser is designated, then the two (2) appraisers shall jointly designate a third appraiser possessing the qualifications described above, which designation shall occur not later forty (40) days after the second appraiser is designated. Following the designation of the third appraiser, the Buyerthird appraiser shall review the two opinions of the Fair Market Value of the Landlord's Property determined by the parties' appraisers. The third appraiser shall only be authorized to select one of the two opinions of the Fair Market Value of the Landlord's Property submitted by the parties' appraisers as coming closest to the third appraiser's opinion of the Fair Market Value of the Landlord's Property. The third appraiser shall not be authorized or empowered to average the opinions of the parties' appraisers, select his own opinion, or make any selection other than one of the two values submitted by the parties' appraisers. If only one appraiser is selected, the Seller parties shall equally share the cost of such appraiser. If two appraisers are selected, each party shall pay the fees of the appraiser designated by such party. If three appraisers are selected, each party shall pay the fees of the appraiser designated by such party and the Escrow Agent parties shall enter into an escrow agreement in form and substance satisfactory to equally share the parties (cost of the "Escrow Agreement")third appraiser. The Escrow Agreement Fair Market Value of the Landlord's Property shall providebe determined by taking into account and considering all factors, among data, and other thingsinformation normally and customarily considered by commercial appraisers in accordance with standard appraisal practice (including the replacement cost method, the comparable sales method and the income capitalization method), shall expressly include consideration and adjustment for the establishment impact of any exceptions to title or other defects that Tenant agrees to accept as a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each result of the Buyer inspections performed by Tenant under Section 16.01.04 that will not be removed by Landlord at closing, and shall expressly exclude any adjustment for the remaining term of this Lease and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New Receivables, and (ii) distribute to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies value of any settlement agreements executed improvements installed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the SellerTenant at Tenant's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed expense or installed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such scheduleLandlord at Tenant's expense.

Purchase Price. Subject to During the adjustment set forth in Section 2.5 belowContract Term, the purchase per pound price for the Purchased Assets is up to $516,000 payable PGP Product (“PGP Price”) and CGP Product (“CGP Price”), as applicable, will be determined as follows: (a) $255,000 which shall be paid to Seller's legal counsel as escrow agent on Each Month the date hereof and (b) up to $261,000 paid from the amounts collected on accounts receivable outstanding at the time of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth herein. Promptly following the date hereof, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent Parties shall enter into good faith negotiations in an escrow agreement attempt to arrive at a reference price (the “PGP Reference Price” for PGP and the “CGP Reference Price” for CGP) for the Month in form which deliveries are being made, which reference price accurately reflects the price generally accepted by buyers and substance satisfactory sellers of large volumes of pipeline delivered Product in the Gulf Coast region (excluding all discounts or allowances) during such Month. If the Parties fail to agree on a particular reference price prior to the parties (end of a Month, then absent any mutual agreement by the "Escrow Agreement"). The Escrow Agreement shall provide, among other things, Parties to extend negotiations for the establishment Month in which the reference price is being negotiated, the PGP Reference Price for such Month will equal the “PG Propylene Contract, Benchmark” price as published Monthly by CMAI in the Monomers Market Report in cents per pound for the Month of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each of the Buyer delivery, and the Seller shall receive from CGP Reference Price for such Month will equal the Escrow Agent copies “CG Propylene Contract. Benchmark” price as published Monthly by CMAI in the Monomers Market Report in cents per pound for the Month of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such paymentdelivery. Joint authorization in writing signed by each of Once the Buyer PGP Reference Price and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accountsCGP Reference Price, as applicable, have been determined, the amount paidPGP Price and CGP Price, as applicable, shall equal the invoice numberapplicable reference price reduced by a discount of ***** (*****%); provided, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to however: (i) distribute to for the Buyer all of time period from the funds deposited in Commencement Date through forty-two (42) Months following the Lock Box with respect to Commencement Date (the New Receivables“Initial Period”), such discount will be capped at $***** per pound, and (ii) distribute for the time period from the first day following the conclusion of the Initial Period, through December 31, 2014 (or any additional period of time by which the Contract Term may be extended beyond December 31, 2014) such discount will be capped at $***** per pound. For example: For the Month of October 2008, (i) the “PG Propylene Contract, Benchmark” price was $***** per pound and the PGP Price (applying a discount of $***** per pound) would have been $***** per pound: (ii) the “CG Propylene Contract. Benchmark” price was $***** per pound, and the CGP Price (applying a discount of $***** per pound) would have been $***** per pound. If for any given Month the Parties are unable to agree on either the PGP Reference Price or the CGP Reference Price and CMAI fails to report either the “PG Propylene Contract, Benchmark” or the “CG Propylene Contract, Benchmark”, as applicable, prior to invoicing, then unless otherwise expressly agreed by the Parties, the applicable reference price for such Month will initially be either the “PG Propylene Contract, Benchmark” or the “CG Propylene Contract, Benchmark”, as applicable, for the immediately preceding Month. Once the appropriate Monthly price is reported by CMAI in the Monomers Market Report, Seller shall promptly reissue the invoice for the Month in question, which invoice shall provide for the appropriate adjustment to reflect the change to the Seller forty two and one half percent (42.5%) appropriate Monthly price. Any additional amounts owing by Buyer shall be paid within 15 days of the funds deposited in the Lock Box with respect receipt of such invoice and any credits owing to Buyer shall be applied to the Closing Receivables; provided howevernext invoice delivered by Seller. If in any given Month the Parties are unable to agree on either the PGP Reference Price or the CGP Reference Price and a range of prices are reported by CMAI for such Month for the applicable benchmark, that in no event shall then the Seller be entitled applicable CMAI price to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by hereunder for calculating the Buyer solely to repay in full all Purchase Price shall equal the arithmetic average of the accounts payable reflected on CMAI listed benchmark prices for the Balance Sheet until applicable Product. In the Lock Box Termination Date. The Buyer shall submit to event the Seller a schedule of invoices included in the Assumed Liabilities CMAI Monomers Market Report ceases publication or ceases to be paid and copies of any settlement agreements executed by published Monthly or the Buyer with creditors with respect benchmark prices needed to calculate either the Assumed Liabilities. Within five (5) days following PGP Reference Price or the Seller's receipt of each such scheduleCGP Reference Price are no longer provided or no longer reflect actual market conditions, then the Seller and affected Purchase Price will be based upon an alternative index price which most closely approximates the Buyer shall authorize the Escrow Agent in a writing signed by each subject index as of the Buyer Commencement Date of this Contract and the Seller is mutually agreeable to distribute the amounts to the parties as specified in such scheduleboth Parties.

Purchase Price. Subject The Purchase Price for the Property shall be the sum of the following: Base Price $332,990.00 Lot/Unit Premium $10,000.00 Standard Selections Upgrade Charges $7,520.00 Custom Selections and Options Upgrade Charges $25,415.00 Showcase Incentive $22,025.00 Total Purchase Price Credits $22,025.00 TOTAL PURCHASE PRICE $353,900.00 DEPOSITS. The Xxxxxxx Money shall be payable as follows (note the following is a schedule of deposits to be made pursuant to the adjustment Contract, and does not reflect receipts, which will be set forth on a Deposit Log): Initial Deposit due with Selection Order No. 1 $0.00 Additional Deposit - Xxxxxxx Money due 7/20/2019 $5,000.00 Option Deposit (Standard Selections) - $0.00 Option Deposit (Custom Options) - $0.00 TOTAL DEPOSITS $5,000.00 CLOSING CREDITS/INCENTIVES. Preferred Lender Incentive (subject to Financing Addendum) $5,000.00 Estimating Fee for Included Custom Selections and Options (if applicable) 0 REASONS FOR/EXPLANATION OF CREDITS/INCENTIVES AND CHANGES FROM PREVIOUS SELECTION ORDER (if applicable): Buyer to receive $22,025 in Section 2.5 below, the Sales Incentives for existing Options built into SPEC home for a total purchase price for of $353,900. All additional Design Center Options will be added at the Purchased Assets is sole cost of the buyer. Buyer to receive a Closing Cost Credit up to $516,000 payable 5,000 towards buyer closing costs. CLOSING COST CREDIT VALID ONLY when using MTH Mortgage and Seller Closing Attorney, [Xxxxxxx Law, PLLC –OR- Xxxx Xxxxxxx, PC]. Buyer must close on or before 08-31-2019 or they will forfeit their incentive CLOSING AGENT DESIGNATION. Buyer hereby designates the Closing Agent by initialing below either “Preferred Closing Agent” or “Alternative Closing Agent” and providing the information related to such Closing Agent, as followsapplicable: ❒ Preferred Closing Agent: Xxxxxxx Law Office, PLLC - Ballantyne Address: 00000 Xxxxxx Xxx, Xxxx 000 Xxxxxxxxx, XX 00000 Contact: Xxxx Xxxxxxx Phone #: (a000) $255,000 which shall be paid 000-0000 Buyer's Initials: Buyer acknowledges that Buyer is not obligated to Seller's legal counsel as escrow agent on the date hereof and (b) up to $261,000 paid obtain closing services from the amounts collected on accounts receivable outstanding at the time of closing (including future accounts receivable related to Open Orders) ("Preferred Closing Receivables") as set forth herein. Promptly following the date hereof, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory to the parties (the "Escrow Agreement"). The Escrow Agreement shall provide, among other things, for the establishment of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing Buyer is solely responsible for selecting the following agreement. All collections from holders Closing Agent so long as the selected Closing Agent is experienced in performing and qualified to perform the duties of accounts comprising Closing Receivables be deposited into Agent under the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each of the Buyer Contract and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box has an office open during the statement period. Within three (3) customary business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited hours in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising same municipality as the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited Meritage office designated in the Lock Box with respect to the New Receivables, and (ii) distribute to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such schedule.Contract

Purchase Price. Subject to the adjustment The Purchase Price set forth in Section 2.5 belowExhibit A shall be valid for Purchase Term. The parties agree to meet from time to time, but not less than every six (6) months, to review the Purchase Price as it relates, to market conditions. At that time the parties, if market conditions so require, shall negotiate in good faith an adjustment to the Purchase Price. If at any time during the Purchase Term, the purchase price for any of the Purchased Assets Products generally charged to other clients of Lannett is lower than the then current Purchase Price, then Lannett shall immediately make available this lower price to MOVA and adjust the Purchase Price in Exhibit A, including the price for purchases for which a purchase order has already been issued by MOVA in accordance with Section 2.3 hereof. If at any time during the Purchase Term, Lannett increases the price generally charged to other clients and MOVA for any of the Products and such price is higher than the then current Purchase Price, then Lannett shall promptly notify MOVA of such increase. If MOVA does not accept such increase, then the parties shall negotiate in good faith for up to $516,000 payable as follows: thirty (a30) $255,000 which shall be paid to Seller's legal counsel as escrow agent on days from the date hereof and MOVA gives notice, to arrive at a mutually acceptable Purchase Price. If, during such thirty (b30) up to $261,000 paid from day period the amounts collected parties agree on accounts receivable outstanding a mutually acceptable Purchase Price then Lannett shall adjust the Purchase Price in Exhibit A. If at the time end of closing such thirty (including future accounts receivable related to Open Orders30) ("Closing Receivables") as set forth herein. Promptly following the date hereof, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory to day period the parties (the "Escrow Agreement")have not reached agreement, MOVA, at its option, may amend Exhibit A to exclude such Product and shall cease to have obligations to purchase such Product. The Escrow Agreement shall provide, among other things, for the establishment of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver From time to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New Receivables, and (ii) distribute to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to time the parties as specified in such schedulemay agree to adjust the Purchase Price through a rebate or other similar mechanism to accommodate promotions or other sales incentive given by MOVA to its clients.

Purchase Price. Subject (a) On the Initial Purchase Date and each Workday thereafter until the Originator Termination Date for such Originator, the Company shall pay to each Originator a purchase price for each Purchased Receivable of such Originator equal to the adjustment set forth Fair Market Value Discount Factor of the outstanding principal balance of such Purchased Receivable in Section 2.5 belowexistence on the date of sale for such Receivable. Such purchase price shall be paid through two methods: First, the Company may pay to such Originator a portion of such purchase price by transferring to such Originator monies then held by the Company, solely to the extent such monies do not constitute Collections required to be distributed to the Agent under the Receivables Sale Agreement or necessary as part of a reserve for liabilities of the Company established by the Company in its sole judgment. Second, the Company shall pay the remaining purchase price by crediting to the Note issued to such Originator such remaining amount of the purchase price for payable to such Originator. On the Purchased Assets is up to $516,000 payable as follows: (a) $255,000 which shall be paid to Seller's legal counsel as escrow agent on the date hereof and (b) up to $261,000 paid from the amounts collected on accounts receivable outstanding at the time of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth herein. Promptly following the date hereofInitial Purchase Date, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory to the parties (the "Escrow Agreement"). The Escrow Agreement shall provide, among other things, for the establishment of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute $23,691,427 of the purchase price payable to Ametek on the Initial Purchase Date shall so be credited to the Buyer all of the funds deposited in the Lock Box with respect Note issued to the New Receivables, Ametek and (ii) distribute $1,801,586 of the purchase price payable to Rotron on the Initial Purchase Date shall so be credited to the Seller forty two Note issued to Rotron. On each Monthly Settlement Date occurring after the Initial Purchase Date, the difference between (x) the total purchase price payable to an Originator for all Purchased Receivables sold to the Company by such Originator during the Settlement Period ending on such Monthly Settlement Date that were not in existence on the Initial Purchase Date and one half percent (42.5%y) the amount of such purchase price paid in cash during that Settlement Period to such Originator shall be credited to the Note issued to such Originator. For any Settlement Period that the amount of such cash payments to such Originator exceeds the aggregate purchase price payable for such Purchased Receivables during the Settlement Period, such excess shall be applied on the Monthly Settlement Date for such Settlement Period to reduce the principal amount of the funds deposited Note issued to such Originator. 5 (b) Each Originator and the Company shall each independently take all necessary action to properly record the sales contemplated by this Agreement to reflect the Company's ownership of all Purchased Receivables. To the extent the sale of any Purchased Receivable or Collection under this Agreement is deemed to be a financing for any applicable legal purpose, each Originator hereby grants to the Company a security interest in all of such Originator's rights in the Lock Box with respect Purchased Receivables it originated, the Related Security and all related Collections to secure the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all claims of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit Company to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedulePurchased Receivables, the Seller Related Security and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer all related Collections and the Seller to distribute the amounts to the parties as specified in such scheduleother proceeds.

Purchase Price. Subject to (“Purchase Price”) is agreed upon, with the adjustment set forth balance due in Section 2.5 below, the purchase price for the Purchased Assets is up to $516,000 payable as follows: full (a) $255,000 which at least 1 day/week before the puppy/dog is delivered to Buyer or (b) upon Buyer’s pickup of the puppy/dog. Any shipping and handling expenses are the responsibility of and shall be paid by Xxxxx. All payments due under this Agreement shall be made in US Dollars and paid to Seller's legal counsel as escrow agent the Breeder Xxxxxxxxx Xxxxxxxxx~ Fancy Florida Puppies LLC BREEDER GUARANTEE. The seller guarantees the puppy to be in good health and is current on all vaccinations for the date hereof appropriate age of the puppy. This agreement is between Puppy Name: Date Of Birth: Sex: Price: Registration Type: Xxxxx and Seller agree to the Deposit of $500 (“Deposit”) shall be due and paid to the Breeder upon The Deposit shall be applied to the final Purchase Price (defined below). The BREEDER'S OBLIGATIONS. Breeder represents and warrants the following: OWNERSHIP. The breeder is the lawful owner of the puppy/dog and has the right to transfer ownership of the puppy/dog to the Buyer. Ownership of the puppy/dog will be transferred to the Buyer upon the Buyer’s payment of the full Purchase Price. STATE OF HEALTH; SHORT-TERM HEALTH WARRANTY. The puppy/dog (i) was previously examined by a licensed veterinarian and was found to be in good health at that time and (bii) up has had the immunizations enumerated in the health records provided to $261,000 paid Buyer. Buyer, at its own expense, must have the puppy/dog examined by a licensed veterinarian within 7 days unless BUYER has prior written consent for an extension from BREEDER. After receiving the puppy/dog (the “Examination Period”) for the guarantee in this section to be valid. If, within the Examination Period, a licensed veterinarian finds the puppy/dog to be unhealthy or unfit for sale, the puppy/dog may be returned to the Breeder for a full refund of the Purchase Price. The veterinarian must provide a written statement deeming the puppy/dog “unfit for purchase”, which must be sent to the Breeder within 48 hours of the veterinary examination. The foregoing guarantee expressly excludes (x) any health issues caused by Buyer’s ill-treatment, abuse or neglect, (y) any health issues that result from the amounts collected on accounts receivable outstanding at puppy/dog’s transportation from Breeder to Buyer, and (z) all minor illnesses and health issues, including upper respiratory infections, allergic reactions, stress colitis/diarrhea, internal or external parasites or contagious viruses including canine parvovirus, UTIs, vaginitis or umbilical hernias. IT IS IMPORTANT TO NOTE THAT PUPPIES CAN CONTRACT PARVO AT ANY TIME AND IT IS NOT RECOMMENDED TO BE PLACED OUTSIDE ESPECIALLY IN PUBLIC PLACES UNTIL A LICENSED VET HAS DEEMED THEY ARE FULLY VACCINATED. PARVO IS HIGHLY CONTAGIOUS AND IF LEFT UNTREATED WILL KILL A PUPPY. RETURNS/REFUNDS. If it is determined by a licensed veterinarian that the time of closing puppy/dog (including future accounts receivable i) was “unfit for purchase” or (ii) has a genetic disorder that is identified within the warranty periods described above, the Buyer may (i) keep the puppy/dog and receive reimbursement for any veterinary expenses related to Open Ordersthe illness (provided that such reimbursements will not exceed the Purchase Price amount) ("Closing Receivables"ii) return the puppy/dog and receive a replacement puppy/dog from the next available litter of equal or better value and/or (iii) return the puppy/dog and receive reimbursement of the original Purchase Price. Should the puppy/dog be returned or exchanged according to the terms of this section, Buyer shall be responsible for any and all transportation expenses, veterinarian charges, crate fees, air freight charges, and transport fees. NO OTHER WARRANTIES. No other warranties or guarantees, expressed or implied, are made by the Breeder, and the puppy/dog is sold and delivered in an “as is” condition, except as expressly and specifically set forth herein. Promptly following the date hereof, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent")BUYER'S OBLIGATIONS. At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory Xxxxx agrees to the parties following: PROPER CARE. Buyer will provide good and proper care of the puppy/dog. Such care includes providing adequate housing and protection from the elements, a safe (preferably fenced) exercise area, and proper and sufficient nutrition.PawTree food and Core 4 together will add extension to your warranty. Buyer will provide proper veterinary care throughout the "Escrow Agreement")puppy/dog’s lifetime, including but not limited to, routine vaccinations and/or titers to maintain the puppy/dog’s immunity to common canine diseases. VETERINARY CARE. The Escrow Agreement shall provide, among other things, for the establishment of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing Buyer will also provide the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to veterinary care: (i) distribute routine vaccinations and/or titers to the Buyer all of the funds deposited in the Lock Box with respect to the New Receivables, and (ii) distribute to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such schedule.prevent common infectious diseases;

Purchase Price. Subject to the adjustment set forth in Section 2.5 below, the purchase price In consideration for the Purchased Assets is up sale of Membership Interests pursuant to $516,000 payable as follows: (a) $255,000 which Section 1.1 hereof, each Seller shall be paid to Seller's legal counsel as escrow agent on the date hereof and (b) up to $261,000 paid from the amounts collected on accounts receivable outstanding at the time of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth herein. Promptly following the date hereofentitled, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory to the parties (the "Escrow Agreement"). The Escrow Agreement shall provide, among other things, for the establishment of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to each Seller’s Membership Interests sold to Purchaser pursuant hereto, to consideration consisting of an amount in cash equal to such Seller’s Pro Rata Portion of the Purchase Price. At the Closing, Purchaser shall pay, or cause to be paid, to each Seller such Seller’s Pro Rata Portion of the Purchase Price by wire transfer of immediately available funds deposited into the Lock Box during the statement period. Within in accordance with wire instructions to be delivered by such Seller to Purchaser not later than three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as Business Days prior to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable")Date. Within three business days (3) following delivery of Purchaser shall be entitled to deduct and withhold from the Buyer Notificationconsideration otherwise payable pursuant to this Agreement to Sellers such amounts as Purchaser is required to deduct and withhold under the Code, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box or any Tax law, with respect to the New Receivablesmaking of such payment. Provided that the Sellers satisfy the requirements of Section 1.4(f), Purchaser currently does not believe any withholding taxes are applicable. Before making any such deduction or withholding, Purchaser shall (i) provide Sellers ten (10) days’ notice of Purchaser’s intention to make such deduction and withholding and, in reasonable detail, the authority, basis and method of calculation for the proposed deduction or withholding in order for Sellers to obtain reduction of or relief from such deduction or withholding from the applicable Governmental Authority and/or execute and deliver to or file with such Governmental Authority and/or Purchaser such affidavits, certificates and other documents as may reasonably be expected to afford to Sellers a reduction of or relief from such deduction or withholding and (ii) distribute cooperate with Sellers to the Seller forty two and one half percent (42.5%) extent reasonable in efforts by Sellers to obtain such reduction of or relief from such deduction of withholding. To the funds deposited in the Lock Box with respect extent that amounts are so withheld, such withheld amounts shall be timely remitted to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess applicable Governmental Authority and treated for all purposes of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect this Agreement as having been paid to the Closing Receivables shall be used by the Buyer solely to repay Person in full all respect of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid whom such deduction and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such schedulewithholding was made.

Purchase Price. Subject (a)Not later than five Business Days prior to the adjustment set forth in Section 2.5 belowClosing Date, the purchase price for the Purchased Assets is up Sellers shall prepare and deliver to $516,000 payable as follows: (a) $255,000 which shall be paid to Seller's legal counsel as escrow agent on the date hereof and (b) up to $261,000 paid from the amounts collected on accounts receivable outstanding at the time of closing (including future accounts receivable related to Open Orders) ("Buyer a good faith estimated Closing Receivables") as set forth herein. Promptly following the date hereof, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent Balance Sheet (the "Escrow AgentEstimated Closing Date Balance Sheet") and calculation and estimate of the Closing Working Capital (the “Estimated Working Capital”). At ClosingFor ease of preparation, the BuyerEstimated Closing Date Balance Sheet and Estimated Working Capital shall be prepared as if the Closing occurred as of the last day of the month prior to the month in which the Closing occurs. The Estimated Closing Date Balance Sheet, Estimated Working Capital, and each element of the Estimated Working Capital, shall be prepared in accordance with Exhibit F and GAAP (and for the avoidance of doubt if there is an inconsistency between Exhibit F and GAAP, Exhibit F shall prevail) and be accompanied by reasonable supporting detail. Following delivery of the Estimated Closing Date Balance Sheet and Estimated Working Capital, the Seller Sellers shall provide Buyer with reasonable access, during normal business hours upon reasonable notice, and in a manner so as to not unduly interfere with the normal business operations of the Sellers, to the working papers and the Escrow Agent shall enter into an escrow agreement in form books and substance satisfactory to the parties (the "Escrow Agreement"). The Escrow Agreement shall provide, among other things, for the establishment of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each records of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted Sellers used in connection with each such payment. Joint authorization in writing signed by each the Sellers' preparation of the Estimated Closing Date Balance Sheet and Estimated Working Capital. Not later than one (1) Business Day prior to the Closing, Buyer shall identify any adjustments that it reasonably believes are required to be made to the Estimated Closing Date Balance Sheet and Estimated Working Capital. Sellers shall consider in good faith any adjustments proposed by Buyer and if Sellers agree with any of the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent proposed adjustments, Sellers shall re-deliver to each of Buyer the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Estimated Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New Receivables, and (ii) distribute to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Date Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each Estimated Working Capital reflecting such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such schedulerevisions.

Purchase Price. Subject (a) The Purchase Price shall be allocated to the adjustment Assets as set forth in Section 2.5 belowSchedule 2.3-1 hereto, the purchase price for the Purchased Assets is up subject to $516,000 payable as follows: (a) $255,000 which shall be paid to Seller's legal counsel as escrow agent on the date hereof and (b) up to $261,000 paid from the amounts collected on accounts receivable outstanding at the time of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") adjustment as set forth hereinin this Section 2.3. Promptly following the date hereofProperty Taxes, the Buyer water/sewer charges, gas, electric, telephone and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At Closingother utilities, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory other operating expenses relating to the parties (Facilities are the "Escrow Agreement"). The Escrow Agreement shall provide, among other things, for the establishment of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each responsibility of the Buyer Tenants under the Tenant Leases and shall not be prorated. Rents payable under the Seller Tenant Leases, rent payable under the Greensville Lease, and payments due under the Mortgage Loans shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each be prorated as of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accountsApplicable Closing Date therefor; provided, the amount paidhowever, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to that (i) distribute Rents and payments due under the Mortgage Loans that are, as of the Applicable Closing Date, in arrears by not more than one (1) month shall be purchased by Purchaser and credited to the Buyer applicable Seller, (ii) Sellers shall retain sole and exclusive ownership of any other delinquent Rents and payments due under the Mortgage Loans and all of right, title, power and authority to enforce payment thereof after the funds deposited in the Lock Box with respect to the New ReceivablesApplicable Closing, and (iiiii) distribute Purchaser shall, at the applicable Seller’s reasonable cost and expense, assist such Seller by all reasonable means (without any obligation to incur any costs or to file or become a party to any litigation) in such Seller’s collection of such delinquent Rents and payments due under the Mortgage Loans. If, after the Applicable Closing for an Asset, Purchaser, or its designee, shall receive any delinquent Rents or payments under the Mortgage Loans, such Rents or payments shall be applied first to the Seller forty two and one half percent (42.5%) most recently accrued obligations. In the event that the balance of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities any such Rents or payments are to be paid applied to any Rents or payments to which a Seller retained ownership and copies did not receive a proration credit at the Applicable Closing, Purchaser covenants and agrees, on its behalf and on behalf of any settlement agreements executed by the Buyer with creditors with respect its designee, to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each immediately remit such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in applicable Seller. Sellers shall retain all security deposits and other similar deposits relating to the Tenant Leases, and Purchaser shall receive a credit for such scheduledeposits at the Applicable Closing.

Purchase Price. Subject In consideration of the sale, assignment, transfer and conveyance to the adjustment Depositor of the Aggregate Receivables and related Transferred Assets, on the terms and subject to the conditions set forth in Section 2.5 belowthis Agreement, the Depositor shall, on each Sale Date, pay and deliver to Nationstar, in immediately available funds on the related Sale Date, or otherwise promptly following such Sale Date if so agreed by Nationstar, as receivables seller, and the Depositor, a purchase price for the Purchased Assets is up to $516,000 payable as follows: (a) $255,000 which shall be paid to Seller's legal counsel as escrow agent on the date hereof and (b) up to $261,000 paid from the amounts collected on accounts receivable outstanding at the time of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth herein. Promptly following the date hereof, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory to the parties (the "Escrow Agreement"). The Escrow Agreement shall provide, among other things, for the establishment of a lock box account ("Lock Box"“Purchase Price”) with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller equal to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to case of one Receivable sold, assigned, transferred and conveyed on such Sale Date, the New Receivables, and fair market value of such Receivable on such Sale Date or (ii) distribute in the case more than one Receivable is sold, assigned, transferred and conveyed on such Sale Date, the aggregate of the fair market values of such Receivables on such Sale Date, payable in cash to the Seller forty two and one half percent (42.5%) extent of funds available to the Depositor. To the extent that the Purchase Price of the funds deposited Additional Receivables is greater than the cash portion of the Purchase Price, then the Depositor shall (i) first. pay such portion of the Purchase Price in the Lock Box with respect to form of a borrowing under the Closing ReceivablesPromissory Note in the form attached hereto as Exhibit A; provided however, that the Depositor may not make any borrowing under the Subordinated Note unless at the time of (and immediately after) each borrowing thereunder, both before and after the sale transaction (1) the Depositor’s total assets exceed its total liabilities, (2) the Depositor’s cash on hand is sufficient to satisfy all of its current obligations (other than its obligations under the Subordinated Note and the obligation to pay the Purchase Price), (3) the Depositor is adequately capitalized at a commercially reasonable level and (4) the Depositor has determined that its financial capacity to meet its financial commitment under the Subordinated Note is adequate and (ii) second, to the extent the Depositor cannot make a borrowing under the Subordinated Note, accept a contribution to its capital from Nationstar in no event shall an amount equal to the Seller be entitled remaining unpaid portion of the Purchase Price. Nationstar is hereby authorized by the Depositor to receive payment in excess of endorse on the schedule attached to the Subordinated Note an aggregate appropriate notation evidencing the date and amount of $261,000 (each advance thereunder, as well as the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box date of each payment with respect thereto, provided that the failure to the Closing Receivables make such notation shall be used by the Buyer solely to repay in full all not affect any obligation of the accounts payable reflected on the Balance Sheet until the Lock Box Termination DateDepositor thereunder. The Buyer Nationstar shall submit to the Seller a schedule of invoices included record in the Assumed Liabilities to be paid its books and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller records all increases in and the Buyer shall authorize the Escrow Agent payments in a writing signed by each reduction of the Buyer and outstanding principal amount of the Seller to distribute the amounts to the parties as specified in such scheduleSubordinated Note.

Purchase Price. Subject The aggregate consideration to be paid by Buyer to the adjustment set forth in Section 2.5 below, Shareholders pursuant to this Agreement (the purchase price for "Purchase Price") shall consist of: A cash payment of $2.7 million (the Purchased Assets is up to $516,000 payable as follows: (a"Closing Cash Payment") $255,000 which shall be paid made to Sellerthe Shareholders at the Closing by wire transfer, however, at Buyer's legal counsel as escrow agent on option at Closing or before Closing Buyer may opt to replace $500,000 of the date hereof and Closing Cash Payment with certificates representing 125,000 shares (bthe "Buyer's Shares") up of Buyer's Common Stock. Such share certificates shall be delivered to $261,000 paid from the amounts collected on Shareholders at the Closing pursuant to a valid private placement under the Securities Act; A cash payment equal to the good faith determination of the net asset value of the Company's cash, accounts receivable outstanding at and inventory as of the time of closing Closing Date minus the Company's total liabilities (including future accounts receivable related to Open Orders) (the "Closing ReceivablesNet Asset Amount") as set forth hereinof the Closing Date. Promptly following Buyer shall have the date hereofright to audit the cash, accounts receivable, inventory and total liabilities balances as of the Buyer Closing Date. The amount of such cash payment shall be determined in accordance with GAAP consistently applied (provided, however, that no reserve shall be made for doubtful accounts receivable, and that the Seller receivable identified in Schedule 10.1 shall jointly select a mutually agreeable bank be assigned to serve as an escrow agent the Shareholders prior to Closing) and shall be paid within 10 days of the Closing Date; Within ninety (90) days after the Closing Date the Parties agree to determine what was the exact Net Asset Amount (the "Escrow AgentExact Net Asset Amount")) of the Company as of the Closing Date. At ClosingIf the Exact Net Asset Amount exceeds the Net Asset Amount paid as of the Closing Date, then the Buyer, Buyer shall pay the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory difference to the parties Shareholders pro rata within 10 days. If the Exact Net Asset Amount is less than the Net Asset Amount, then the Shareholders shall (on a pro rata basis) refund the difference to Buyer within 10 days. In the event that the Parties are unable to agree upon the Exact Net Asset Amount, said dispute shall be resolved pursuant to Article XI of this Agreement; and Earn-out cash payments, if any, which shall be determined as follows (the "Escrow AgreementEarn-out Payments"). The Escrow Agreement shall provide, among other things, for the establishment of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box with ): With respect to the New Receivables, and (ii) distribute to first twelve full calendar months after the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Acquisition Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such schedule.:

Purchase Price. Subject to the adjustment set forth in Section 2.5 below, The Customer is purchasing CCTG’s Managed Services Program under this Agreement for the purchase price for outlined in your Agreement. CCTG reserves the Purchased Assets is up right to $516,000 payable renegotiate rates based on additions of locations, hardware, software, hardware support requirements, and/or services as follows: well as modify this Agreement (aor any portion thereof) $255,000 which with a 30-day notice. Any workstations, laptops or other Microsoft Windows based devices connected to the Network as well as any other device additions may be automatically included in the number of connected and monitored devices and the monthly invoice may be automatically adjusted. Said purchase price shall be paid in monthly installments by signing the “Automated Withdraw Authorization Agreement”. A Cheque for any prorated first month and full second month installment and the “Onboarding Setup Fee” are due upon execution of this Agreement. Each payment thereafter shall be due the first day of each calendar month. Services provided hereunder shall be assessed against this account as provided herein. CHARGES FOR SERVICE Services shall be charged against the account in accordance with the terms and conditions as outlined in your Agreement and the BILLABLE SERVICES AND RATE CARD in this document. Any supplemental services provided by CCTG which are outside the terms of this Agreement, shall be charged to Seller's legal counsel the Customer as escrow agent on an additional charge in accordance with the date hereof terms and conditions as outlined in the BILLABLE SERVICS AND RATE CARD in this document. Any additional billing charges will be invoiced weekly, with payment expected within thirty (b30) up days, unless otherwise specified by CCTG. The Customer shall, in addition to $261,000 the other amounts payable under this Agreement, pay all sales and other taxes, federal, provincial, recycling fees or otherwise, however designated which are levied or imposed by reason of the services provided pursuant to this Agreement. Without limiting the foregoing, the Customer shall promptly pay to CCTG an amount equal to any such taxes actually paid or required to be collected or paid by CCTG. In the event that CCTG does not receive payment from the amounts collected Company by the due date, interest must be paid on accounts receivable outstanding any overdue amount at 2% per month and a $100.00 fee for any automated transactions that fail to complete. CCTG reserves the time right to refuse or suspend service under this Agreement in the event the Customer has failed to pay any invoice within sixty (60) days of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth hereinsaid invoice date, whether it is an invoice for services provided under this Agreement or any other Agreement between the parties. Promptly following the date hereof, the Buyer WARRANTIES AND DISCLAIMERS CCTG makes and the Seller Customer receives no warranty, express or implied, and all warranties of merchantability and fitness for a particular purpose are expressly excluded. In no event shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At ClosingCCTG or any of its directors, the Buyeremployees or other representatives be responsible for any special, the Seller incidental, indirect, or consequential damages of any kind including, without limitations, those resulting from loss of data, income, profit, and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory to the parties (the "Escrow Agreement"). The Escrow Agreement shall provideon any theory of liability, among other things, for the establishment arising out of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each the services or use thereof even if it has been advised or has knowledge of the Buyer possibility of such damages. The Customer shall assume full responsibility for the overall effectiveness and efficiency of the Seller operating environment in which the Network is to function. CCTG does not guarantee backups will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New Receivables, and (ii) distribute to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such schedulerestorable regardless if test restores have been completed.

Purchase Price. Subject to the adjustment set forth in Section 2.5 below, the The initial aggregate purchase price for the Purchased Assets Assets, including the Transferred Intellectual Property is up to SIX HUNDRED SEVENTY NINE MILLION FIVE HUNDRED ONE THOUSAND EIGHT DOLLARS ($516,000 payable as follows: (a) $255,000 which shall be paid to Seller's legal counsel as escrow agent on the date hereof and (b) up to $261,000 paid from the amounts collected on accounts receivable outstanding at the time of closing (including future accounts receivable related to Open Orders679,501,008.00) ("Closing Receivables") the “Initial Purchase Price”), but is subject to adjustment as set forth herein. Promptly following the date hereofprovided in Section 1.5 hereof (as so adjusted, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory to the parties (the "Escrow Agreement"“Purchase Price”). The Escrow Agreement shall provideInitial Purchase Price equals, among other thingsin the aggregate, for the establishment Initial Loan Value of a lock box account each Loan contained in the Purchased Assets multiplied by the Purchase Price Percentage in respect of such Loan. Schedule 1.4 hereto ("Lock Box"the “Initial Loan Value Schedule”) with sets forth the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each calculation of the Buyer and Initial Loan Value in respect of each Loan. At the Seller Closing, Purchaser shall receive from (i) pay the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted Initial Purchase Price in connection with each such payment. Joint authorization in writing signed by each respect of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information Closing Date Purchased Assets with respect to funds deposited into the Lock Box during the statement period. Within three which there are no Escrowed Assets related thereto (3) business days following the delivery of each Escrow Statementsuch amount, the Buyer shall notify “Estimated Closing Date Purchased Assets Purchase Price”) to Sellers, (ii) deposit on behalf of Sellers an amount equal to the Seller Initial Purchase Price in respect of the Escrowed Assets and the Closing Date Purchased Assets related thereto (such amount, the “Estimated Escrowed Assets Purchase Price” and, together with the Estimated Closing Date Purchased Assets Purchase Price, collectively, the “Estimated Purchase Price”) in the Purchase Price Escrow Account to be held by the Escrow Agent in writing (accordance with the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery terms of the Buyer NotificationEscrow Agreement, and (iii) assume the Seller Assumed Liabilities from Sellers. Sellers shall accept (x) the Estimated Closing Date Purchased Assets Purchase Price from Purchaser, and (y) the Buyer shall jointly instruct Estimated Escrowed Assets Purchase Price delivered by Purchaser to the Escrow Agent for deposit into the Purchase Price Escrow Account to be held and released in a writing signed by each accordance with the terms of the Buyer Escrow Agreement and the Seller to (i) distribute to the Buyer all assumption of the funds deposited in the Lock Box with respect to the New Receivables, and (ii) distribute to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities by Purchaser, in full payment for the Purchased Assets, including the Transferred Intellectual Property, subject to be paid any adjustment as provided in Section 1.5(c) hereof. The Estimated Purchase Price is payable in the manner provided in Sections 2.3(a)(i) and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (52.3(b) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such schedulehereof.

Purchase Price. (a) Subject to the adjustment charges and prorations set forth in Section 2.5 belowsection 12 of this Agreement, Buyer shall pay to Seller at Closing (as hereinafter defined) the sum of Fifty-Eight Million Five Hundred Thousand and No/100 Dollars (US$58,450,000.00) (the “Purchase Price”) for the purchase price for of the Purchased Assets is up to $516,000 payable as follows: (a) $255,000 which Property. The Purchase Price shall be paid to Seller's legal counsel payable in cash or other immediately available United States funds. Notwithstanding the foregoing, in the event the Mxxxxx Sxxxxxx Lease Condition (as escrow agent on the date hereof and (bhereinafter defined) up to $261,000 paid from the amounts collected on accounts receivable outstanding at the time of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth herein. Promptly following the date hereof, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory is not satisfied prior to the parties (the "Escrow Agreement"). The Escrow Agreement shall provide, among other things, for the establishment of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each , the sum of $450,000.00 (the Buyer “Lease Holdback”) shall be withheld from the Purchase Price and the Seller shall receive from deposited into an escrow with the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Boxas hereinafter defined). The Escrow Agent shall deliver hold and disburse the Lease Holdback pursuant to each an escrow agreement (the “Holdback Escrow Agreement”), the form of which shall be agreed by Buyer and Seller prior to the expiration of the Buyer and the Seller semi-monthly statements Due Diligence Period (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"hereinafter defined). Within three business days (3) following delivery of The Holdback Escrow Agreement shall provide that the Buyer Notification, the Seller and the Buyer Lease Holdback shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to be released (i) distribute to Seller only if the Mxxxxx Sxxxxxx Lease Condition is satisfied on or before the date that is 180 days after the Closing Date, or (ii) to Buyer all of the funds deposited in the Lock Box event the Mxxxxx Sxxxxxx Lease Condition is not satisfied on or before the date that is 180 days after the Closing Date. As used herein, the “Mxxxxx Sxxxxxx Lease Condition” shall mean that (x) the lease currently being negotiated with respect to Mxxxxx Sxxxxxx (the New Receivables“Mxxxxx Sxxxxxx Lease”) has been fully executed and delivered by all parties thereto, and (iiy) distribute such lease contains substantially the same terms as those described in the letter dated March 2, 2005, addressed to Mx. Xxx Xxxxxx of Cornish & Cxxxx Commercial (a copy of which is attached as Schedule 2(a) hereto) (the Seller forty two and one half percent (42.5%) “Mxxxxx XXX”). After the end of the funds deposited Due Diligence Period, Buyer shall have the right, but not the obligation, to take over the primary role of negotiating the Mxxxxx Sxxxxxx Lease consistent with the Mxxxxx XXX upon notice to Seller, Buyer shall have the right to negotiate directly with the tenant under the Mxxxxx Sxxxxxx Lease, provided that, prior to Closing, any change in the Lock Box with respect to material terms of the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") Mxxxxx Sxxxxxx Lease which differs from the Lock Box. The remaining funds deposited terms set forth in the Lock Box with respect Mxxxxx XXX shall require the prior consent of Seller before Buyer may agree to any such terms. Buyer and Seller agree to cooperate reasonably in the Closing Receivables shall be used by the Buyer solely to repay in full all negotiation of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such scheduleMxxxxx Sxxxxxx Lease.

Purchase Price. Subject to the adjustment adjustments hereinafter set forth in Section 2.5 belowforth, the purchase price for (the Purchased Assets is up “Purchase Price”) to $516,000 payable as follows: (a) $255,000 which shall be paid to Seller's legal counsel Sellers by Buyer for the Membership Interests shall be Thirty Million One Hundred Fifty Thousand and No/100 Dollars ($30,150,000.00) (the “Purchase Price”). Sellers and Buyer acknowledge and agree that the Purchase Price was determined by taking the average of the fair market value of the Property established by two independent appraisals of the Property (the “Appraisals”) commissioned by Buyer and conducted by CB Xxxxxxx Xxxxx and Xxxxxxx & Xxxxxxxxx (collectively, the ‘Appraisers”). Sellers acknowledge and agree that the Company shall be solely responsible for the payment of any pre-payment penalty under the existing indebtedness (the “Existing Indebtedness”) of Principal Life Insurance Company and Wachovia Bank, National Association (collectively, “Lender”) encumbering the Property, and such pre-payment penalty shall be deducted from the Purchase Price and paid to Lender as escrow agent a disbursement on Sellers’ behalf at Closing. The Purchase Price shall be payable, as adjusted for the prorations and other payments and credits specified in this Contract, by wire transfer of immediately available U.S. Federal Funds at Closing through the Title Company to an account designated in writing by Sellers. Sellers and Buyer further agree that Sellers shall, on the date hereof which is one year after the Closing Date (the “Earn Out Date”), have two independent appraisals of the Property conducted by the Appraisers for the purpose of determining the fair market value of the Property as of the Earn Out Date. In the event the average of the fair market value of the Property on the Earn Out Date (the “Earn Out Value”) established by such appraisals of the Property is higher than the Purchase Price, Sellers shall receive cash equal in value to the difference between the Purchase Price and the Earn Out Value (bthe “Earn Out Payment”). Provided, however, in the event that Buyer incurs out-of-pocket damages, costs and expenses (including, without limitation, reasonable attorneys’ fees actually incurred and court costs) up to $261,000 paid after the Closing arising out of the breach by Sellers’ of (i) their representations and warranties in Section 4 herein, or (ii) any surviving indemnity of Sellers’ described herein, including, without limitation, those contained in Section 20 herein, the amount of such damages, costs and expenses incurred by Buyer shall be deducted from the amounts collected on accounts receivable outstanding at the time of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth hereinEarn Out Payment due Sellers by Buyer. Promptly following the date hereof, the Sellers and Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory to the parties (the "Escrow Agreement"). The Escrow Agreement shall provide, among other things, for the establishment of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each each pay one-half of the cost of such appraisals. Sellers and Buyer covenant and agree that their agreement to sell and purchase the Seller shall receive from the Escrow Agent copies of checks Membership Interests, respectively, together with Sellers’ and Buyer’s other covenants contained herein, including, without limitation, Sellers’ covenants in Section 7 herein and Buyer’s out-of-pocket expenses to be paid (or wire transfer statementsi) deposited along with any other information submitted to Buyer’s attorneys in connection with each such payment. Joint authorization in writing signed by each the negotiation of this Contract and matters related thereto, (ii) to any prospective lender as an application or commitment fee, (iii) to CB Xxxxxxx Xxxxx and Xxxxxxx & Xxxxxxxxx for the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New ReceivablesAppraisals, and (iiiv) distribute to unrelated and unaffiliated third party consultants in connection with the Seller forty two performance of examinations, inspections and/or investigations pursuant to this Contract, constitutes good and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid valuable consideration and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such schedulemutuality under this Contract.

Purchase Price. Subject to the adjustment set forth in Section 2.5 below, the purchase price for the Purchased Assets is up to $516,000 payable The Purchase Price and other items of consideration shall be paid as follows: (a) $255,000 which The total Purchase Price for the Transaction and a non-compete agreement from the Company's owners shall be a cash payment equal to 100% of the 2005 gross operating revenues of Premier. On the date of Closing, Purchaser shall assume the then current ordinary business liabilities of Company. [CONFIDENTIAL TREATMENT REQUESTED] shall be paid to Seller's legal counsel as escrow agent on the date hereof and (b) up to $261,000 paid from the amounts collected on accounts receivable outstanding at the time of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth herein. Promptly following the date hereof, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory to the parties (the "Escrow Agreement"). The Escrow Agreement shall provide, among other things, for the establishment of a lock box account ("Lock Box") accordance with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New Receivables, and (ii) distribute to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities schedule: [CONFIDENTIAL TREATMENT REQUESTED] to be paid at closing. [CONFIDENTIAL TREATMENT REQUESTED] , in accordance with the following schedule: [CONFIDENTIAL TREATMENT REQUESTED] to be paid in month 13, post closing, if Premier has achieved GAAP Earnings Before Interest, Taxes, Depreciation and copies Amortization ("EBITDA") of any settlement agreements executed by [CONFIDENTIAL TREATMENT REQUESTED] ("First Target EBITDA") for the Buyer with creditors with respect 12 month period emmediately post closing. Should Premier not achieve the First Target EBITDA, but have achieved EBITDA for the period of at least [CONFIDENTIAL TREATMENT REQUESTED] then the sellers shall receive a portion of the First Earn-Out based on a formula the numerator of which is the amount of EBITDA exceeding [CONFIDENTIAL TREATMENT REQUESTED] and the denominator of which is [CONFIDENTIAL TREATMENT REQUESTED] . [CONFIDENTIAL TREATMENT REQUESTED] to be paid in month 25, post closing, if Premier has achieved EBITDA of [CONFIDENTIAL TREATMENT REQUESTED] ("Second Target EBITDA") for the 12 month period wich falls from the 13th to the Assumed Liabilities24th month emmediately post closing. Within five (5) days following Should Premier not achieve the Seller's receipt Second Target EBITDA, but have achieved EBITDA for the period of each such scheduleat least [CONFIDENTIAL TREATMENT REQUESTED] , then the Seller sellers shall receive a portion of the Second Earn-Out based on a formula the numerator of which is the amount of EBITDA exceeding [CONFIDENTIAL TREATMENT REQUESTED] and the Buyer denominator of which is [CONFIDENTIAL TREATMENT REQUESTED] . At closing Purchaser shall authorize execute two promissory notes, each for the Escrow Agent in a writing signed by each cash portion of the Buyer First and Second Earn-Out amounts in favor of the Seller owners of Premier and payable on the respective Earn-Out dates and deposit same in and escrow relationship with Xxxxxxx Bank with instructions to distribute the amounts release said notes to the parties owners of Premier upon presentation of evidence that the approprate Earn-Out target has been achieved. At closing Purchaser shall caused to be issued stock in the amount of the respective Earn-Out amounts in the name of the owners of Premier and deposit said certificates in and escrow relationship with Xxxxxxx Bank with instructions to release said stock to the owners of Premier upon presentation of evidence that the appropriate Earn-Out target has been achieved. The obligation of Purchaser to pay the appropriate Earn-Outs shall be secured by a pledge of the Premier stock being purchased in the transaction contemplated hereby, which pledge and stock shall be held in escrow by Xxxxxxx Bank. Should Purchaser be successful in raising capital of at least [CONFIDENTIAL TREATMENT REQUESTED] at any time during the Earn-Out period, it shall substitute the two promissory notes with cash. Should Premier not be able to reach its First or Second Earn-Out Targets as specified a result of the occurance of some natural disaster or "act of God", then the time period during which the respective Target EBITDA needs to be achieved shall be suspended for as long as the natural disaster or "act of God" is in such scheduleaffect and shall commence to run after the termination of said natural disaster or "act of God."

Purchase Price. Subject to the adjustment set forth in Section 2.5 below, the The aggregate purchase price for the Purchased Assets is up shall be Seventeen Million Dollars ($17,000,000) subject to $516,000 payable adjustment pursuant to Section 2.06 hereof (the “Purchase Price”). The Purchase Price shall be paid as follows: (a) $255,000 Buyer Parent shall pay, or cause to be paid, at the Closing, the Preliminary Closing Purchase Price less the Escrow Amount to Seller Parent (which Seller Parent shall be paid receive for itself and on behalf of all other Sellers) by wire transfer or immediately available funds to Seller's legal counsel as escrow agent on an account designated in writing by Seller Parent to Buyer Parent no later than two (2) Business Days prior to the date hereof and Closing Date; (b) up to $261,000 paid from the amounts collected on accounts receivable outstanding at the time The Escrow Amount shall be deposited by wire transfer of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth herein. Promptly following the date hereof, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter immediately available funds into an escrow agreement in form and substance satisfactory to the parties (the "Escrow Agreement"). The Escrow Agreement shall provide, among other things, for the establishment of a lock box account ("Lock Box") with designated by the Escrow Agent and provisions memorializing shall be held in a separate interest bearing account (the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into “Escrow Account”) and distributed in accordance with the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each terms of the Escrow Agreement to satisfy any and all claims made by Buyer Parent or any other Buyer Indemnitee against Seller Parent pursuant to ARTICLE VIII. The funds held in the Escrow Account are intended to be held and disbursed solely for the purposes and in accordance with the terms of this Agreement and the Escrow Agreement. In no event, shall the Escrow Account or the funds held therein be released or used to pay any amounts other than as permitted by this Agreement and the Escrow Agreement. Seller Parent shall receive not have any right, title, or interest in and to the Escrow Account or the funds held therein until such time as all of the necessary conditions for release of funds from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each Account to Seller Parent under this Agreement and the Escrow Agreement have occurred, and only to the extent of the Buyer and the Seller will be required before any amount of funds can permitted to be released from at such time to Seller Parent, and (c) At the Lock Box. The Escrow Agent XXX Closing, Buyer Parent shall deliver pay, or cause to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount be paid, the invoice numberXXX Purchase Price less rental or other fees for the XXX Assets already paid prior thereto, and any other available relevant information with respect if any, to funds deposited into a Seller pursuant to the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery terms of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New Receivables, and (ii) distribute to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock BoxXXX Agreement. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such schedule.Section 2.06

Purchase Price. Subject to In consideration of the adjustment set forth in Section 2.5 belowassignment, the purchase price for the Purchased Assets is up to $516,000 payable as follows: transfer, -------------- conveyance and delivery (a) $255,000 which shall be paid by Seller of the Outstanding Stock to Seller's legal counsel as escrow agent on BEA and the date hereof other agreements of Seller and the Company stated herein and (b) up by the Receivables Trustee (as hereinafter defined) to $261,000 paid from the amounts collected on BEA of certain accounts receivable outstanding at pursuant to the time of closing Receivables Sales Agreement (including future accounts receivable related to Open Orders) as hereinafter defined), the aggregate purchase price (the "Closing ReceivablesPurchase Price") shall be forty-two million-five hundred-thousand dollars ($42,500,000). The Purchase Price shall be subject to adjustment as set forth hereinprovided in Section 1.3 hereof. Promptly following At the date hereofClosing, BEA shall pay the Buyer Purchase Price (less the Receivables Purchase Price (as hereinafter defined) and the Escrow Amount (as hereinafter defined)) to Seller, by wire transfer of immediately available federal funds, to an account designated by Seller in writing at least one business day prior to the Closing Date, against delivery of certificates representing the Outstanding Stock, duly endorsed for transfer or accompanied by an appropriately executed assignment separate from certificate. At the Closing BEA shall jointly select a mutually agreeable bank deposit with the Escrow Agent referred to serve in the Escrow Agreement attached hereto as an escrow agent Exhibit B the sum of $2,500,000 (the "Escrow Agent--------- Amount"). At Closing, the Buyer, the Seller to be held and disposed of by the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory to accordance with the parties (terms of the "Escrow Agreement"). The Escrow Agreement shall provide, among other things, for terminate on the establishment of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each 18- month anniversary of the Buyer and Closing Date. At the Seller Closing, BEA shall receive from pay to the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of Receivables Trustee an amount determined pursuant to the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements Receivables Sale Agreement (the "Escrow StatementsReceivables Purchase Price") detailing ), by wire transfer of immediately available federal funds, to an account designated by the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent Receivable Trustee in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three at least one business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New Receivables, and (ii) distribute to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect day prior to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such schedule.

Purchase Price. Subject to the adjustment set forth in Section 2.5 below, the purchase price for the Purchased Assets is up to $516,000 payable as follows: (a) $255,000 which shall be paid to Seller's legal counsel as escrow agent on At the date hereof Closing, Buyer, Seller and (b) up to $261,000 paid from the amounts collected on accounts receivable outstanding at the time of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth herein. Promptly following the date hereof, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent Citibank N.A. (the "“Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall ”) will enter into an escrow agreement substantially in the form attached hereto as Exhibit A the “Escrow Agreement”) and substance satisfactory Buyer shall deposit into a mutually agreeable escrow account a deposit of Twenty Million Dollars ($20,000,000), plus the amount of security deposits with respect to the parties any Seller Lessee Real Property Leases as set forth on Schedule 1.7(a) (the "Escrow Agreement"). The Escrow Agreement shall provide, among other things, for the establishment of a lock box account ("Lock Box"“Closing Purchase Price”) in accordance with the Escrow Agent and provisions memorializing Agreement. The Closing Purchase Price shall be released to Seller on January 1, 2021; provided, however, if this Agreement is terminated or the transactions contemplated herein are unwound in accordance with ARTICLE VIII, the Closing Purchase Price shall be refunded to Buyer as set forth therein. (b) No later than twenty (20) days following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each expiration of the Buyer and the Open Enrollment Period, Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each Buyer the D-SNP Membership File that shows the number of D- SNP Enrollees enrolled in Seller’s or UHC’s D-SNP plan as of the Buyer and first Business Day immediately following the Seller semi-monthly statements (the "Escrow Statements") detailing the names expiration of the accountsOpen Enrollment Period. Seller shall provide any supporting documentation with respect thereto reasonably requested by Buyer. No later than twenty (20) days following the expiration of the Open Enrollment Period, Buyer shall deliver to Seller the amount paidCHFS Membership File that shows the number of Medicaid Enrollees enrolled in the Molina Plan’s health plans as of the first Business Day immediately following the expiration of the Open Enrollment Period together with its calculation of the Membership Purchase Price, the invoice number, and which shall take into account any other available relevant information dispute that Buyer has with respect to funds deposited into the Lock Box D-SNP Membership File delivered by Seller to Buyer. Seller shall have ten (10) days to review the CHFS Membership File and in the event Seller delivers a dispute notice to Buyer during such ten (10) day period with respect to the statement determination of the Membership Purchase Price, the applicable provisions of Section 1.7(c)(ii) and Section 1.7(c)(iii) shall apply mutatis mutandis. If Seller does not deliver a dispute notice during such ten (10) day period, then the Membership Purchase Price calculated by Buyer shall be deemed final, binding and conclusive. Within In the event the number of Medicaid Enrollees enrolled in the Molina Plan’s health plans and D-SNP Enrollees enrolled in Seller’s or UHC’s D-SNP plan as of the first Business Day immediately following the expiration of the Open Enrollment Period is equal to or less than the Membership Threshold, then the Membership Purchase Price shall be zero. Subject to Section 1.7(c), within three (3) business days Business Days following the delivery final determination of each Escrow Statementthe Membership Purchase Price, the Buyer shall notify pay the Membership Purchase Price to Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the by wire transfer of immediately available funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New Receivables, and (ii) distribute to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such schedule.account(s)

Purchase Price. Subject to If no consideration is given by a transferee in connection with the adjustment set forth in Section 2.5 belowInvoluntary Disposition of the Involuntary Disposition Shares, the purchase price for the Purchased Assets is up to $516,000 payable as follows: (a) $255,000 which per share shall be paid to Seller's legal counsel the Fair Market Value as escrow agent on of the date hereof and (b) up of the Involuntary Disposition Notice, or with regard to $261,000 paid from the amounts collected on accounts receivable outstanding at the time of closing (including future accounts receivable related an Involuntary Disposition pursuant to Open Orders) ("Closing Receivables") as set forth herein. Promptly following Section 4(b), the date hereof, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory to the parties (the "Escrow Agreement"). The Escrow Agreement shall provide, among other things, for the establishment of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted Involuntary Disposition. If consideration is given by a transferee in connection with each such payment. Joint authorization in writing signed by each the Involuntary Disposition of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accountsInvoluntary Disposition Shares, the amount paid, purchase price per Share for such Involuntary Disposition Shares shall be the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery lesser of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute the Fair Market Value as of the date of the Involuntary Disposition Notice, or with regard to an Involuntary Disposition pursuant to Section 4(b), the Buyer date of the Involuntary Disposition, or (ii) the fair value of the consideration given for such Involuntary Disposition Shares. If the consideration given for such Involuntary Disposition Shares is non-cash consideration and the Transferring Shareholder, the Corporation and the Other Shareholders electing to purchase any or all of the funds deposited in Involuntary Disposition Shares are unable to agree upon the Lock Box with respect fair value of such non-cash consideration within ten (10) days after the date the Involuntary Disposition Notice was delivered to the New ReceivablesCorporation, and (ii) distribute to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used appraisal firm jointly selected by the Buyer solely Corporation, the Transferring Shareholder and the Other Shareholders electing to repay in full purchase any or all of the accounts payable reflected Involuntary Disposition Shares shall determine the fair value of such non-cash consideration, and the fees and expenses of such appraisal firm shall be borne by the Corporation. Any such determination of the fair value of such non-cash consideration by the appraisal firm shall be conclusive and binding on all parties. During the Balance Sheet time an appraisal firm is being jointly selected and the appraisal is being performed, all time periods pursuant to this Section 4(b) shall be tolled until the Lock Box Termination Date. The Buyer shall submit determination of the fair value of such non-cash consideration by the appraisal firm is released to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such scheduleCorporation, the Seller Transferring Shareholder and the Buyer Other Shareholders at which time such time periods shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such schedulecontinue.

Purchase Price. Subject On the Purchase Date, the Electing Purchaser(s) shall pay to the adjustment set forth Topaz Minority Member, in Section 2.5 belowconsideration for the Topaz Minority Member Interest, an amount of Cash (the "TOPAZ PURCHASE PRICE") that is equal to the excess of (x) the fair market value of the Topaz Minority Member Interest as of the Applicable Notice Date, which fair market value shall be presumed to be the Topaz Value as of the Applicable Notice Date (unless an Appraised Value Election has been made, in which case such fair market value shall be presumed to be the Appraised Price of the Topaz Minority Member Interest), over (y) the product of (I) the Topaz Percentage and (II) all repayments of and proceeds of, and all interest and earnings on, Financial Investments to the extent paid in Cash into the Account during the period from the Applicable Topaz LLC Agreement Notice Date to (and including) the Purchase Date and not otherwise taken into account in the calculation of Topaz Value or Appraised Price, as the case may be. In addition, as a condition to the purchase of the Topaz Minority Member Interest on the Purchase Date, Topaz shall pay all Administrative Expenses and New Administrative Expenses then due and owing (to the extent such expenses are invoiced and notice thereof has been given to Garnet or Topaz at least three Business Days prior to the Purchase Date) to the extent not paid by Garnet, El Paso or any other Person on or prior to the Purchase Date. Notwithstanding the foregoing, the purchase price for Topaz Minority Member may make an Appraised Value Election by delivering written notice of such election to the Purchased Assets Electing Purchaser(s) no later than ten Business Days following the Applicable Notice Date; provided, however, that the Topaz Minority Member shall not be permitted to make an Appraised Value Election hereunder unless it simultaneously makes an Appraised Value Election under the Diamond LLC Agreement with respect to its Diamond Class A Member Interest; and provided, further, that (i) any such election by the Topaz Minority Member shall be irrevocable upon delivery of such notice by the Topaz Minority Member, (ii) the General Appraisal Procedures shall be implemented, (iii) the Topaz Minority Member shall pay and assume liability for, and indemnify the other Members and the Electing Purchaser(s) against, all fees, costs and expenses in any way relating to or arising out of the General Appraisal Procedures, including all fees and expenses of all of the appraisers engaged in connection therewith and (iv) the Electing Purchaser(s) shall be obligated to pay the Topaz Value on the Purchase Date, and the remainder of the Topaz Purchase Price (or, if the Topaz Purchase Price is up to $516,000 payable as follows: (aless than the amount paid on the Purchase Date, a rebate in respect thereof) $255,000 which shall be paid to Seller's legal counsel as escrow agent on the date hereof and (b) up to $261,000 paid from the amounts collected on accounts receivable outstanding at the time of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth herein. Promptly following the date hereof, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory to the parties (the "Escrow Agreement"). The Escrow Agreement shall provide, among other things, for the establishment of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each of the Buyer and the Seller shall receive from the Escrow Agent copies of checks Topaz Minority Member (or wire transfer statementsElecting Purchaser(s), as the case may be) deposited along with any other information submitted through the post-closing adjustments described in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"Section 11.2(h). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New Receivables, and (ii) distribute to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such schedule.

Purchase Price. Subject to the adjustment set forth in Section 2.5 below, the purchase price for at which Option Grantor, as seller, shall sell and the Purchased Assets is up Option Holder, as purchaser, shall purchase the Membership Interests, pursuant to the contract created by the exercise of the Option (the “Purchase Price”) shall be One Hundred Sixty Million Fifty Thousand and No/100 Dollars ($516,000 payable as follows160,050,000.00). The Option Payment also shall be paid to Option Grantor at Closing (in addition to the Purchase Price), and the Option Holder shall receive a credit against the Purchase Price in an amount equal to the interest earned on the Option Payment from the date of deposit with the Title Company through the date of the Closing. The Purchase Price was determined based on the following: (a) $255,000 which shall the lease revenue to be paid derived for the Original Improvements assuming the office building constructed as part of the Improvements to Seller's legal counsel as escrow agent on the date hereof Lot 3 will contain a net rentable area of 267,949 square feet, and (b) up to $261,000 paid from the amounts collected on accounts receivable outstanding at the time of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") office buildings constructed as set forth herein. Promptly following the date hereof, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory to the parties (the "Escrow Agreement"). The Escrow Agreement shall provide, among other things, for the establishment of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each part of the Buyer and the Seller shall receive from the Escrow Agent copies Improvements to Lot 5 will contain a total net rentable area of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period331,702 square feet. Within three thirty (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New Receivables, and (ii) distribute to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (530) days following the Seller's receipt later of each such schedulethe Estimated Original Completion Notice or the Estimated Lot 5 Completion Notice, Option Grantor shall provide Option Holder with a certification of the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by rentable area of each of the Buyer Lot 3 office tower and a certification of the rentable area of the Lot 5 office buildings measured by Cxxxxxxxx Sellers Associates in accordance with “American National Standard ASNI/BOMA Z65.1-1996: Standard Method for Measuring Floor Area in Office Buildings” issued by the Building Owners and Managers Association International (the “BOMA Standard”). The rent under the UOP Lease shall be determined based on the net rentable area of the Lot 3 office tower and the Seller Lot 5 office buildings calculated in accordance with the BOMA Standard, and therefore, the Purchase Price shall be adjusted at closing to distribute equal (i) the amounts to rentable area of the parties Lot 3 office tower as specified set forth in such schedulecertification multiplied by $264.23 US dollars plus (ii) the rentable area of the Lot 5 office buildings as set forth in such certification multiplied by $269.07 US dollars.

Purchase Price. Subject to the adjustment set forth in Section 2.5 below, the The purchase price for the Purchased Assets Property is up to ______________ ($516,000 payable as follows: (a________) $255,000 which shall be paid to Seller's legal counsel as escrow agent on the date hereof and (b) up to $261,000 paid from the amounts collected on accounts receivable outstanding at the time of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth herein. Promptly following the date hereofper acre, the Buyer and the Seller shall jointly select plus a mutually agreeable bank to serve as an escrow agent prorated amount for any fractional acre (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory to the parties (the "Escrow Agreement"“Purchase Price”). The Escrow Agreement shall provideexact acreage of the Property will be determined by a survey prepared in accordance with Section 6 below, among other thingsand the total Purchase Price will be calculated based on surveyed acres. If the Conservancy purchases the Property, for then the establishment Xxxxxxx Money will be credited against payment of a lock box account ("Lock Box") the Purchase Price. The balance of the Purchase Price will be paid by check or by wire transfer [at closing OR in accordance with the Escrow Agent and provisions memorializing payment terms set out in Exhibit ___of this Agreement]. Choose one of the following agreementfor Section 3. All collections from holders of accounts comprising Closing Receivables Choose the first if there is a chance that this is a bargain sale and Seller may be deposited into claiming a tax deduction. Choose the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each of the Buyer and second if a gift is involved, but it does not qualify for a charitable deduction or the Seller shall receive from does not wish to take a charitable deduction. Choose the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted third if this is not a bargain sale. Tax Deduction Claim by Seller. The Conservancy understands that Seller, in connection with each such payment. Joint authorization in writing signed the sale contemplated by each this Agreement, may claim an income tax deduction based on an assertion that the value of the Buyer Property is higher than the Purchase Price (sometimes known as a “bargain sale”). Seller acknowledges that it is Seller's obligation to establish the amount of the charitable contribution involved in such sales for federal tax purposes. Seller further acknowledges that neither the Conservancy, nor any of its employees or agents, has made any representation or warranty, express or implied, concerning the tax consequences of the transaction contemplated by this Agreement, including the value and the Seller will be required before deductibility of any funds can be released from intended charitable gift. Neither the Lock Box. The Escrow Agent shall deliver to each Conservancy nor its employees or agents assume any liability in the event that any portion of the Buyer intended charitable gift is determined by appropriate authorities to be not deductible. Seller hereby represents and the warrants that Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, has or will obtain and any other available relevant information rely exclusively on Seller's own tax advisors for advice with respect to funds deposited into both the Lock Box during availability of a tax deduction for the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller charitable contribution and the Escrow Agent in writing (requirements for appraisals and other documentation to substantiate the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery value of the Buyer Notificationcharitable contribution deduction. Seller has received from the Conservancy the document entitled “Gifts of Lands and Waters to ________________ Conservancy - Information for Donors” and attachments and understands the conditions under which the Conservancy will sign Internal Revenue Service Form 8283 relating to donations of interests in land. Seller agrees to indemnify, defend and hold the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each Conservancy harmless from any loss, costs or liability resulting from any breach of the Buyer covenants, representations and the warranties of Seller to (i) distribute to the Buyer all of the funds deposited contained in the Lock Box with respect to the New Receivables, and (ii) distribute to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Boxthis Section 3. The remaining funds deposited in protections of this Section 3 shall survive the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Dateclosing hereunder. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such schedule.OR

Purchase Price. Subject to the adjustment set forth in Section 2.5 below, the The purchase price for the Purchased Assets (the “Purchase Price”) is up (i) the Book Value of the Acquired Client Transaction Rights on the Closing Date (the “Cash Purchase Price”), plus (ii) the Contingent Purchase Price Consideration, if any, plus (iii) the assumption of the Assumed Liabilities. At or prior to the Closing Date, Parent shall contribute the sum of One Million Two Hundred Thousand ($516,000 payable 1,200,000) Dollars to Buyer in order to obtain an eighty (80%) percent equity stake in Buyer, while Hilton and XxXxxx or entities controlled by them shall each contribute the sum of One Hundred Fifty Thousand ($150,000) Dollars to Buyer, in order for each to obtain a ten (10%) percent equity stake in Buyer. Subject to the terms and conditions of this Agreement, Buyer will pay the Cash Purchase Price at Closing as follows: (ai) $255,000 which shall be paid all amounts necessary to Seller's legal counsel as escrow agent on the date hereof and (b) up to $261,000 paid from the amounts collected on accounts receivable outstanding at the time of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth herein. Promptly following the date hereof, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory discharge all Secured Debt to the holders of the Secured Debt and any amounts due to Brookridge Trade Finance, LLC in connection with the Trade Finance Assignment by wire transfer of immediately available funds to bank accounts designated by such parties (the "Escrow Agreement"). The Escrow Agreement shall provide, among other things, for the establishment of a lock box account ("Lock Box"“Debt Repayment Amount”) with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New Receivables, and (ii) distribute an amount equal to the total Cash Purchase Price less the Debt Repayment Amount to Seller forty two and one by wire transfer of immediately available funds to a bank account designated by Seller. To the extent that total amounts collected by Buyer on the Purchase Orders or Receivables related to any Acquired Client Transaction Rights set forth on Schedule 0 within 120 days after the Closing Date is less than the Cash Purchase Price, Seller shall be obligated to Buyer the amount of such deficit provided if Sellers fails to do so each Member shall be obligated to pay to Buyer one-half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivablesamount of such deficit; provided howeverprovided, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables if Buyer subsequently collects on any such Purchase Order or Receivable, any amounts so collected shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit reimburse a Seller or a Member to the extent Seller or the Member has previously made a schedule of invoices included payment to Buyer in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such schedulethereof.

Purchase Price. Subject The Purchase Price of the Leased Assets was agreed between Chengtong Financial Leasing and the Lessee with reference to the adjustment set forth in Section 2.5 below, appraised value of the purchase price for Leased Assets as at 8 May 2023 which amounted to approximately RMB150.71 million (equivalent to approximately HK$162.77 million) as assessed by way of cost method by an independent PRC valuer. The Purchase Price will be satisfied by the Purchased general working capital of the Group. Legal title Chengtong Financial Leasing owns the legal title of the Leased Assets during the Lease Term. Lease payment The total amount of lease payment over the Lease Term is up estimated to $516,000 payable as follows: be approximately RMB165.16 million (aequivalent to approximately HK$178.37 million) $255,000 which shall be paid by the Lessee to Seller's legal counsel as escrow agent on Chengtong Financial Leasing in sixteen (16) instalments payable quarterly during the date hereof and (b) up to $261,000 paid from the amounts collected on accounts receivable outstanding at the time of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth herein. Promptly following the date hereof, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory to the parties (the "Escrow Agreement")Lease Term. The Escrow Agreement shall provide, among other things, for total amount of lease payment represents the establishment of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each sum of the Buyer and lease principal amount (being the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each total amount of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New Receivables, and (ii) distribute to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities Purchase Price to be paid by Chengtong Financial Leasing) and copies the lease interest which is calculated on the then outstanding lease principal amount with a floating interest rate to be determined at a fixed premium over the LPR from time to time. The lease interest rate will be subject to review on 1 January every year. In the event that the LPR changes, the lease interest rate will be adjusted to a rate at the aforesaid fixed premium over the new LPR, except in the case where the Lessee has an overdue lease payment and has not paid all overdue payments and liquidated damages, the interest rate to be applied will not be adjusted when the LPR is reduced. The interest rate (including the applicable LPR and the premium) applicable to the Sale and Leaseback Arrangement has been agreed between the parties after arm’s length negotiation taking into account a number of any settlement agreements executed factors, such as the amount of lease principal, the lease term, the overall return rate attained by the Buyer with creditors with respect to Group taking into account the Assumed Liabilities. Within five (5) days following the Seller's receipt amount of each such schedulelease interests, the Seller prevailing market conditions and the Buyer shall authorize the Escrow Agent in a writing signed by each movement of the Buyer LPR. Xxxxxx’s right to repurchase the Leased Assets Upon the Lessee having paid all the lease payments and other payables (if any) to Chengtong Financial Leasing in accordance with the terms of the Sale and Leaseback Agreements, the Lessee shall have the right to repurchase the Leased Assets under the Sale and Leaseback Agreements at a nominal consideration of RMB1.00. Credit enhancement measures Depending on the overall risks associated with a sale and leaseback arrangement, Chengtong Financial Leasing will request appropriate credit enhancement measure(s) on a case-by- case basis, such as the payment of security money, the provision of corporate guarantee, receivables pledge and share pledge to safeguard its interests as the lessor. Chengtong Financial Leasing will monitor, among others, the financial conditions of the lessee(s) and the Seller security provider(s) from time to distribute time and may request the amounts lessee(s) to the parties provide further security as specified in such scheduleand when Chengtong Financial Leasing considers necessary.

Purchase Price. Subject to the adjustment set forth in Section 2.5 below, the purchase price The Conventional Loan Purchase Price for the Purchased Assets is up Seller to $516,000 payable as follows: sell the Servicing Rights for each Existing Conventional Loan shall be the product of (a) $255,000 which shall be paid to Seller's legal counsel the percentage set forth on Exhibit A hereto and identified as escrow agent on the date hereof Servicing Rights Purchase Price Percentage for such Loan (the "Conventional Loan Servicing Rights Purchase Price Percentage") and (b) up the aggregate outstanding principal balance of such Existing Conventional Loan as of the Cut-Off Date. The Conventional Loan Purchase Price for the Seller to $261,000 paid from sell the amounts collected on accounts receivable outstanding at Excess Yield for each Existing Conventional Loan shall be the time product of closing (including future accounts receivable related to Open Ordersa) ("Closing Receivables") as the percentage set forth herein. Promptly following on Exhibit A hereto and identified as the date hereof, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent Excess Yield Purchase Price Percentage for such Loan (the "Escrow AgentConventional Loan Excess Yield Purchase Price Percentage")) and (b) the aggregate outstanding principal balance of such Existing Conventional Loan as of the Cut-Off Date. At Closing, the Buyer, The FHA Loan Purchase Price for the Seller to sell the Servicing Rights for each Existing FHA Loan shall be the product of (a) the percentage set forth on Exhibit A hereto and identified as the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory to the parties Servicing Rights Purchase Price Percentage for such Loan (the "Escrow AgreementFHA Loan Servicing Rights Purchase Price Percentage")) and (b) the aggregate outstanding principal balance of such Existing FHA Loan as of the Cut-Off Date. The Escrow Agreement shall provide, among other things, FHA Loan Purchase Price for the establishment Seller to sell the Excess Yield for each Existing FHA Loan shall be the product of a lock box account ("Lock Box"a) with the Escrow Agent percentage set forth on Exhibit A hereto and provisions memorializing identified as the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each Excess Yield Purchase Price Percentage for such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements Loan (the "Escrow StatementsFHA Loan Excess Yield Purchase Price Percentage") detailing and (b) the names aggregate outstanding principal balance of such Existing FHA Loan as of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New Receivables, and (ii) distribute to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Cut-Off Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such schedule.

Purchase Price. The Purchase Price for each Mortgage Loan Package shall be the percentage of par as stated in or as otherwise calculated pursuant to the related Purchase Price and Terms Letter (subject to adjustment as provided therein), plus accrued interest on the aggregate unpaid principal balance of the Mortgage Loans in the Mortgage Loan Package at the related Mortgage Interest Rate from the date through which interest on the related Mortgage Loan has last been paid through the day prior to the related Closing Date inclusive, all as set forth more specifically in the related Memorandum of Sale; provided, however, with respect to those Mortgage Loans for which interest has been paid through a date beyond the related Cut-off Date, such accrued interest owing to the Company shall be reduced by the amount of interest accruing on the unpaid principal balance of each such Mortgage Loan at a rate equal to the Mortgage Interest Rate of such Mortgage Loan, from the related Closing Date to the day prior to the date through which interest is paid for such Mortgage Loan, inclusive. The initial principal amount of the Mortgage Loans shall be the unpaid principal balance of the Mortgage Loans, so computed as of the related Cut-off Date, after application of payments of principal on or before the related Cut-off Date to the extent such payments were actually received. Subject to satisfaction of the adjustment closing conditions set forth in Section 2.5 below2.05, the purchase price for the Purchased Assets is up to $516,000 payable as follows: (a) $255,000 which such payments shall be paid made to Seller's legal counsel the account designated by the Company by wire transfer of immediately available funds as escrow agent early as reasonably possible on the date hereof related Closing Date. The final Purchase Price and Purchase Price percentage shall be set forth on the related Memorandum of Sale. The Purchaser shall be entitled to (b1) up to $261,000 paid from the amounts all principal collected on accounts receivable outstanding the Mortgage Loans after the related Cut-off Date, (2) all payments of interest on the Mortgage Loans at the time Mortgage Interest Rate received after the related Cut-off Date, net of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth herein. Promptly following the date hereof, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory any Interim Servicing Fee due to the parties (the "Escrow Agreement"). The Escrow Agreement shall provide, among other things, for the establishment of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice numberCompany, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following all Prepayment Premiums received or paid after the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New Receivables, and (ii) distribute to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination related Cut-off Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such schedule.

Purchase Price. Subject AEG will purchase all the Receivables presented on a weekly basis and will consider them to be a pool of Receivables (a "Receivable Pool"). Seller each week will forward the adjustment set forth Supporting Documents with respect to each Receivable Pool to AEG by a national overnight delivery service for delivery by 10:00 AM the next business day. As to any Receivable within a Receivable Pool, if Seller fails to deliver Supporting Documents with respect to that Receivable, if the Receivable is with an Account Debtor which has any invoice which is outstanding more than 90 days, or if AEG determines in Section 2.5 belowthe exercise of its reasonable discretion that the customer has unacceptable credit, AEG shall have the purchase price for right to declare the Purchased Assets is up Receivable to $516,000 payable as follows: be an unacceptable client risk (aa "Client Risk Receivable") $255,000 which and shall not advance any monies against the Client Risk Receivable. Notwithstanding a Client Risk Receivable designation, AEG shall be paid deemed to Seller's legal counsel as escrow agent have purchased the Receivable, shall have the right to collect the Receivable, and shall have the right to charge Service Fees and Discount Fees on the date hereof and (b) up to $261,000 paid from the amounts collected on accounts receivable outstanding Receivable. The Receivables upon which AEG advances money at the time of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth herein. Promptly following the date hereof, the Buyer and the Seller Advance Rate Percentage shall jointly select a mutually agreeable bank to serve as an escrow agent be deemed factor risk Receivables (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory to the parties (the "Escrow AgreementFactor Risk Receivables"). The Escrow Agreement shall provide, among other things, for the establishment of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information which AEG advances with respect to funds deposited into any Receivable Pool shall not exceed the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery amount of the Buyer Notification, the Maximum Permitted Advance for that Receivable Pool. AEG will charge Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller Service Fee equal to (i) distribute to the Buyer all [SERVICE FEE PURCHASE] of the funds deposited sum of the Net Invoice Values of all Receivables in a Receivable Pool at the Lock Box with respect to the New Receivablestime a Receivable Pool is purchased, and (ii) distribute to the Seller forty two and one half percent (42.5%) [SERVICE FEE - DAYS 31 AND 61] of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all sum of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies Net Invoice Values of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller unpaid and the Buyer shall authorize the Escrow Agent in outstanding Receivables within a writing signed by Receivable Pool on each of the Buyer 31st and 61st days next following AEG's purchase of a particular Receivable Pool (each, a "Service Fee") for the production, collection, accounting and administrative services rendered by AEG under this Agreement. In addition, AEG will charge Seller a Discount Fee equal to distribute [DISCOUNT FEE] of the amounts to sum of the parties as specified in such scheduleNet Invoice Values of any unpaid and outstanding Receivables within a Receivable Pool on each of the 31st and 61st days next following AEG's purchase of a particular Receivable Pool (each, a "Discount Fee").

Purchase Price. Subject The purchase price (the “Purchase Price”) for the Mortgage Loans shall be [*]% (the “Purchase Price Percentage”) of the aggregate outstanding principal balance of the Mortgage Loans being purchased as of the Cut-off Date, after application of payments due on the Mortgage Loans on or before the Cut-off Date whether or not such payments have been received, plus accrued interest at the Mortgage Loan Remittance Rate (as defined herein) from the Cut-Off Date through the day prior to the adjustment set forth related Closing Date, inclusive. The Purchase Price for the Mortgage Loans assumes a net weighted average coupon (the “Net WAC”) on the Mortgage Loans of [*]%. The Net WAC, which is also referred to as the “Mortgage Loan Remittance Rate”, is equal to: the weighted average of the mortgage interest rates which the Borrowers are required to pay as disclosed on the related Mortgage Notes less the servicing fee applicable to the Mortgage Loans as provided for in Section 2.5 belowthe related Underlying Agreements. The Purchase Price was calculated using a [*]% price spread behind the interpolated GNMA based on a 30-year GNMA [*]% with a price of [*]% and a 30-year GNMA [*]% with a price of [*]% (the “Pricing Formula”). On the Closing Date, should the actual Net WAC vary from [*]%, the purchase price for Purchase Price Percentage shall be adjusted pursuant to the Purchased Assets is up Pricing Formula to $516,000 payable calculate an adjusted Purchase Price Percentage (the “Adjusted Purchase Price Percentage”), which shall be used to calculate the Purchase Price using the same methodology as follows: (a) $255,000 which above and substituting the Adjusted Purchase Price. [*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. CONFIDENTIAL TREATMENT REQUESTED BY FEDERAL HOME LOAN BANK OF SEATTLE The Purchase Price shall be paid to Seller's legal counsel as escrow agent the Seller in immediately available funds by wire transfer on the date hereof and (b) up to $261,000 paid from the amounts collected on accounts receivable outstanding at the time of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth herein. Promptly following the date hereof, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory to the parties (the "Escrow Agreement"). The Escrow Agreement shall provide, among other things, for the establishment of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New Receivables, and (ii) distribute to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such schedule.

Purchase Price. Subject to The Purchase Price shall be paid by the adjustment set forth in Section 2.5 below, the purchase price for the Purchased Assets is up to $516,000 payable Purchaser as follows: (aThe Deposit of United States Dollars …………………..) $255,000 shall be by way of telegraphic transfer to the Company’s Advocates to be held by him as stakeholder and Dollars ………………… of which may immediately be paid at the Company’s request directly to the Director; The balance being United States Dollars shall be paid to Seller's legal counsel the Company’s Advocate on or before Completion subject to compliance by the Company of all the provisions as escrow agent on contained herein; Upon payment of the date hereof and (b) up to $261,000 paid from balance of the amounts collected on accounts receivable outstanding at the time of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth herein. Promptly following the date hereof, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory Purchase Price to the parties (Company’s Advocate the "Escrow Agreement"). The Escrow Agreement Purchaser shall provide, among other things, for the establishment of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New Receivables, and (ii) distribute to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment proceed to stamp and register the Lease and to transfer the Vehicles into the Purchaser’s name; The Company’s Advocate shall hold the balance of the Purchase Price (less any payments herein authorised) as stakeholder pending the successful registration of the Lease and the transfer of the Vehicles into the Purchaser’s name; The Company’s Advocate shall be entitled to release United States Dollars …………………….. after the elapse of two (2) weeks from the date of release of the documents to the Purchaser to enable the Purchaser to register the Lease and the transfer of the Vehicles; The Company’s Advocate shall be entitled to release or deal with all remaining moneys in excess his possession once the Lease has been duly registered and the Vehicles successfully transferred to the Purchaser; Immediately prior to Completion and subject to written confirmation from the Purchaser’s Advocates the Company’s Advocate shall be entitled to release sufficient moneys to the Company to enable the Company to pay and discharge all moneys (including terminal payments) to the Company’s staff and employees. Interest shall be charged in dollars on late Completion at the rate of an aggregate 0.5% per month until payment. For the avoidance of doubt only it is expressly agreed that nothing in this Agreement shall operate to transfer to the Purchaser the burden of paying any creditors or discharging any liabilities or debts of the Company as at the Effective Date or thereafter; In the event the Company defaults in completing the sale or the sale does not proceed through the default of the Company the amount of $261,000 (the "Maximum Amount"Deposit held by the Company’s Advocates… refunded to the Purchaser and the balance of the Deposit paid to the Director … ……….) from will be immediately ……..) shall be immediately repaid by the Lock BoxDirector to the Purchaser. In the event the Director is unable to immediately pay the amount the Purchaser shall be entitled to enter the Camp and remove Assets to the value of the outstanding amount. In the event the Purchaser defaults to complete the sale the Purchaser will forfeit the Deposit to the Company. The remaining funds deposited in Purchaser shall not be concerned as to how the Lock Box with respect to proceeds of sale are divided and distributed within the Closing Receivables shall be used Company amongst the shareholders. If the sale and purchase contemplated by this Agreement has not been completed by the Buyer solely end of …………… and one party is ready to repay in full all of complete that party may rescind the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller Agreement and the Buyer provision of clause 3.3 shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such scheduletake effect.

Purchase Price. Subject (i) (i) In full consideration for the transfer of Duke's DII Shares and the Sellers' DCI partnership interests, Penton will deliver and pay to the adjustment set forth in Section 2.5 below, the Sellers a total purchase price for the Purchased Assets is of up to $516,000 150 million in cash (the Purchase Price). The Purchase Price is payable in two parts as follows: (a1) at Closing, Penton will pay to the Sellers $255,000 which shall be paid 100 million in cash, subject to Seller's legal counsel as escrow agent on the date hereof adjustment provided in section 2(g)(i) below (the Cash Payment), by wire transfer or delivery of other immediately available funds and (b2) Contingent Payments of up to $261,000 paid from the amounts collected on accounts receivable outstanding at the time of closing (including future accounts receivable related to Open Orders) ("50 million, if earned, due over a period following Closing Receivables") as set forth herein. Promptly following the date hereof, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement described in form and substance satisfactory to the parties (the "Escrow Agreement"this section 2(c). The Escrow Agreement shall provide, among other things, for the establishment Contingent Payments consist of a lock box account ("Lock Box") with Revenue Contingent Payment and an EBITDA Contingent Payment, each defined below, to be paid by Penton, if earned, on or before March 31 following the Escrow Agent and provisions memorializing the following agreement. All collections from holders end of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer calendar years 2000, 2001 and 2002 (each, a "Yearly Contingent Payment Period" and collectively the Seller will be required before any funds can be released from "Contingent Payment Period,") and in accordance with the Lock Boxprocedures set forth in this section 2(c). The Escrow Agent shall deliver to each Parties agree that the consideration for the DII Shares consists solely of a portion of the Buyer Cash Payment and the Seller semi-monthly statements (the "Escrow Statements") detailing the names none of the accounts, Contingent Payments. The consideration for the amount paid, DCI interests is the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery balance of the Buyer Notification, Cash Payment and all of the Seller and Contingent Payments. The final allocation of the Buyer Purchase Price among the Sellers shall jointly instruct the Escrow Agent be determined in a writing signed executed by each of the Buyer all Sellers and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New Receivables, and (ii) distribute to the Seller forty Penton on or before two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to business days before the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer Sellers will, at Closing, assign their rights to receive the Contingent Payments to a newly formed limited liability company (New LLC) that will be wholly owned by Sellers. Penton shall submit pay all Contingent Payments, if earned, by wire transfer to New LLC. Sellers acknowledge that payment of the Seller a schedule Contingent Payment to New LLC pursuant to this section 2(c) is in complete satisfaction of invoices included in Penton's obligations under this section 2(c) to pay the Assumed Liabilities Purchase Price to be Sellers. Any Contingent Payment that is not paid and copies when due shall accrue interest from the due date until paid at the Applicable Rate; PROVIDED, HOWEVER, that, if the amount of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such scheduleContingent Payment is in dispute, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such schedule.it will not be

Purchase Price. Subject In full consideration for the purchase of the Current Excess Servicing Spread and the rights under the Future Spread Agreement for GNMA Mortgage Loans, and upon the terms and conditions of this Agreement, Purchaser shall pay to Seller on the Sale Date an amount (the “Base Purchase Price”) equal to (i) the product of (x) the aggregate outstanding principal balance of the Mortgage Loans as of the Cut-Off Date, (y) the Purchase Price Percentage and (z) the Current Excess Servicing Spread Percentage plus (ii) $179,225.56, an amount equal to the adjustment set forth in Section 2.5 below, financing charge of the Current Excess Servicing Spread for the period from the Cut-off Date through the Sale Date minus (iii) the product of the Current Excess Servicing Spread Percentage and the Prepay Deposit Amount. The Base Purchase Price shall be allocated by the Parties on the Sale Date to reflect the consideration for the purchase price of the Current Excess Servicing Spread hereunder (the “Purchase Price”) and the consideration for the Purchased Assets rights acquired by Purchaser under the Future Spread Agreement for GNMA Mortgage Loans. In addition, on the first Distribution Date, Seller shall pay Purchaser, an adjustment to the Purchase Price equal to the Purchase Price Rebate Amount. The Parties shall treat any payment of the Purchase Price Rebate Amount pursuant to this Agreement as an adjustment to the Purchase Price for all purposes. Seller and Purchaser shall cooperate to reconcile the Base Purchase Price within 10 Business Days after the Sale Date or soon as reasonably practical thereafter. In the event there is up an adjustment or reconciliation of the Base Purchase Price (i) Seller shall pay to $516,000 Purchaser (x) the amount, if any, by which the estimated Base Purchase Price paid on the Sale Date exceeds the reconciled Base Purchase Price plus (y) interest on the applicable amount computed pursuant to clause (i)(x) above at the Federal Funds Rate for the period from the Sale Date to the date of payment in full of such amount; or (B) Purchaser shall pay to the Seller (x) the amount, if any, by which the Base Purchase Price exceeds the estimated Base Purchase Price, plus (y) interest on the amount computed pursuant to clause (B)(x) above at the Federal Funds Rate for the period from the Sale Date to the date of payment in full of such amount. Any adjustment amounts (including interest) shall be paid by the Purchaser or the Seller, as applicable, to the other party within ten (10) Business Days from receipt of satisfactory written verification of amounts due. The Base Purchase Price shall be payable by the Purchaser to the Seller as follows: (a) $255,000 which 100% of the estimated Base Purchase Price allocable to the Mortgage Servicing Rights less the product of (x) Current Excess Servicing Spread Percentage and (y) the Holdback, shall be paid to Seller's legal counsel as escrow agent payable on the date hereof Sale Date, and (b) up the Purchaser’s portion of the Holdback shall be released to $261,000 paid from Seller based on when the amounts collected on accounts receivable outstanding at Seller is required to release the time Holdback pursuant to the terms of closing the Purchase and Sale Agreement. To the extent that the aggregate Seller Purchase Price for Mortgage Loans that prepay in full within ninety (90) days after the P&S Sale Date (other than Mortgage Loans prepaid through a refinancing provided by Seller or an affiliate, or in connection with a default by a mortgagor, including future accounts receivable related to Open Ordersa short sale or acceptance of a deed-in-lieu of foreclosure) ("Closing Receivables") as set forth herein. Promptly following exceeds the date hereofPrepay Deposit Amount, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (pay the "Escrow Agent"). At Closing, Purchaser the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory to the parties (the "Escrow Agreement"). The Escrow Agreement shall provide, among other things, for the establishment of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each product of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New Receivables, Current Excess Servicing Spread Percentage and (ii) distribute the excess of (a) the aggregate Seller Purchase Price for such prepaid Mortgage Loans over (b) the Prepay Deposit Amount. To the extent that the aggregate Seller Purchase Price calculated ninety (90) days after the P&S Sale Date for such prepaid Mortgage Loans is less than the Prepay Deposit Amount, the Purchaser shall pay to Seller the product of (i) the Current Excess Servicing Spread Percentage and (ii) the excess of (a) the Prepay Deposit Amount over (b) such aggregate Seller forty two and one half percent (42.5%) Purchase Price for such Prepaid Mortgage Loans. Any such amounts shall be paid by Seller or Purchaser, as applicable, within 30 days after the termination of the funds deposited in ninety day period after the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination P&S Sale Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such schedule.

Purchase Price. Subject to The Purchase Price for the adjustment Servicing Rights in each Servicing Rights Package shall be set forth in Section 2.5 below, the purchase price for related Acknowledgment Agreement. It is understood and agreed that the Purchased Assets is up to $516,000 payable as follows: (a) $255,000 which Purchase Price shall be paid by the Servicer to Seller's legal counsel as escrow agent the Owner in consideration for the Owner selling the Servicing Rights in accordance with this Agreement. The Servicer shall pay an amount equal to 90% of the Purchase Price to the Owner on the date hereof and (b) up related Sale Date by wire transfer of immediately available funds to $261,000 paid from an account designated by the amounts collected on accounts receivable outstanding at Owner in writing. The Servicer shall pay the time remainder of closing (including future accounts receivable the Purchase Price to the Owner within 5 Business Days of the related to Open Orders) ("Closing Receivables") Sale Date as set forth hereinin the immediately preceding sentence. Promptly following If, subsequent to the date hereofpayment of the Purchase Price or the payment of any other amounts due under this Agreement to either party, the Buyer and principal on which the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory to the parties (the "Escrow Agreement"). The Escrow Agreement shall provide, among other things, for the establishment of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information Purchase Price with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statementa Mortgage Loan was based is found to be in error, or if, for any other reason, the Buyer Purchase Price or such other amounts are found to be in error, within five (5) Business Days after the receipt of information sufficient to provide notice that payment is due, the party benefiting from the error shall notify pay to the Seller other party an amount sufficient to correct and reconcile the Escrow Agent in writing (Purchase Price or such other amounts and shall provide the "Buyer Notification") as other party with a reconciliation statement and such other documentation sufficient to whether reasonably satisfy the funds deposited in other party concerning the Lock Box were payments accuracy of such reconciliation. In connection with the repurchase of a Closing Receivable Mortgage Loan by a Seller from the Owner due to a breach of a representation or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notificationwarranty or other defect, the Seller and the Buyer Servicer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New Receivables, and (ii) distribute to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock BoxOwner the Servicing Repurchase Price. The remaining This amount shall be paid by the Owner to the Servicer within thirty (30) Business Days of any such repurchase by wire transfer of immediately available funds deposited to an account designated by the Servicer. Concurrently with any repurchase and payment described in the Lock Box paragraph above, the Servicer shall transfer, assign, set over and convey to the Owner all of its right, title and interest in and to the related Servicing Rights with respect to the Closing Receivables such repurchased Mortgage Loan. In addition, this Agreement shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors terminate with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such scheduleMortgage Loan, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties except as specified in such scheduleotherwise provided herein.

Purchase Price. Subject to the adjustment set forth in Section 2.5 below, the Such purchase price for the Purchased Assets is up to $516,000 payable as follows: (a) $255,000 which and sale shall be paid to Seller's legal counsel as escrow agent on the date hereof made by execution and (b) up to $261,000 paid from the amounts collected on accounts receivable outstanding at the time delivery by Subordinated Creditor, of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth herein. Promptly following the date hereof, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement Assignment Agreement in form and substance reasonably satisfactory to Senior Lender. Upon the date of such purchase and sale, Subordinated Creditor, shall (i) pay to Senior Secured Parties as the purchase price therefor the full amount of all the Senior Debt then outstanding and unpaid (including principal, interest, fees, LIBOR breakage or similar breakage amounts, and all actual out-of-pocket costs and expenses (including reasonable legal fees and expenses) actually incurred by Senior Lender in enforcing the terms of the Senior Credit Documents), (ii) furnish cash collateral to Senior Lender with respect to any outstanding Letter of Credit Obligations in such amounts as are required under the Senior Documents, (iii) cash collateralize any Hedging Obligations that have not been terminated in a manner satisfactory to the parties applicable counterparties, (the "Escrow Agreement"). The Escrow Agreement shall provide, among other things, for the establishment of a lock box account ("Lock Box"iv) with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each of the Buyer and the Seller shall receive from the Escrow Agent copies of checks agree to reimburse (or wire transfer statementsif required by Senior Lender, back by standby letters of credit or cash collateral in a manner satisfactory to Senior Lender) deposited along with Senior Lender and Senior Secured Parties for any other information submitted actual out-of-pocket loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) in connection with each such payment. Joint authorization in writing signed by each any actual out-of-pocket commissions, fees, costs or expenses related to any issued and outstanding Letter of Credit Obligations under the Buyer Senior Documents and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, Hedging Obligations as described above and any checks or other available relevant information with respect payments provisionally credited to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow StatementSenior Debt, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") and/or as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing which Senior Lender and/or any Senior Secured Party has not yet received final payment, (a "New Receivable"). Within three business days (3v) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New Receivables[reserved], and (iivi) distribute use commercially reasonable efforts to obtain a customary release of Senior Lender and the Senior Secured Parties by all Obligors that are then parties to the Seller forty two Senior Documents of and one half percent (42.5%) from any further obligations under the Senior Documents and the release by the Subordinated Creditor, as applicable, of Senior Lender and the Senior Secured Parties of any further obligations under this Agreement. Such purchase price and cash collateral shall be remitted by wire transfer of immediately available funds deposited to such bank account of Senior Lender as Senior Lender may designate in writing to Subordinated Creditor, as applicable, for such purpose. Interest shall be calculated to but excluding the Lock Box with respect Business Day on which such purchase and sale shall occur if the amounts so paid by Subordinated Creditor, as applicable, to the Closing Receivables; provided howeverbank account designated by Senior Lender are received in such bank account prior to 3:00 p.m. Eastern time and interest shall be calculated to and including such Business Day if the amounts so paid by Subordinated Creditor, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect as applicable, to the Closing Receivables shall be used bank account designated by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified Senior Lender are received in such schedulebank account later than 3:00 p.m. Eastern time.

Purchase Price. Subject to In the adjustment set forth in Section 2.5 belowevent that HNRC timely exercises the --------------- Purchase Option, the purchase price for the Purchased Assets is up to $516,000 payable as follows: Selected Option Property (athe "Option Purchase Price") $255,000 which shall be paid to Seller's legal counsel as escrow agent on the date hereof and (b) up to $261,000 paid from the amounts collected on accounts receivable outstanding at the time of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") determined as set forth hereinin this Section 3.7 D. The Option Purchase Price shall be equivalent to the Fair Market Value of the Selected Option Property Immediately following exercise by HNRC of the Purchase Option, the Parties shall meet and in good faith endeavor to establish and agree upon the Fair Market Value of the Selected Option Property. Promptly In the event that, within 30 days following the date hereofprovision to Hospah and/or SFPMC of HNRC's written notice exercising the Purchase Option, the Buyer Parties are unable to agree in writing upon the Fair Market Value of the Selected Option Property, then such Fair Market Value shall be determined by a board of three appraisers. Hospah and/or SFPMC shall collectively select one appraiser, HNRC shall select one appraiser and those, two appraisers shall select a third appraiser mutually agreeable to each of them. All appraisers shall be independent, disinterested, duly qualified and experienced in the appraisal of property similar to the Selected Option Property. All appraisers shall also be familiar with the prevailing market conditions in the rural parts of Imperial County, California. An appraisal approved by a majority of the three appraisers or, if no appraisal is approved by a majority of the appraisers, an appraisal equal to the average of the two closest appraisals, shall conclusively establish the Fair Market Value, of the Selected Option Property (and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory to the parties (the "Escrow Agreement"Option Purchase Price). The Escrow Agreement appraisers shall provide, among other things, for the establishment of a lock box account ("Lock Box") with the Escrow Agent jointly execute and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver provide to each of the Buyer Parties a written notice setting forth their determination of Fair Market Value. The determination of Fair Market Value reached by the appraisers pursuant to the foregoing procedures shall be conclusive, final and binding upon the Seller semi-monthly statements (Parties. HNRC shall pay the "Escrow Statements") detailing the names fees and expenses of the accountsappraiser selected by HNRC, Hospah and/or SFPMC shall pay the amount paid, the invoice number, fees and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery expenses of the Buyer Notification, the Seller appraiser selected by Hospah and/or SFPMC and the Buyer Hospah (together with SFPMC) shall jointly instruct the Escrow Agent in a writing signed by each pay 50% of the Buyer fees and the Seller to (i) distribute to the Buyer all expenses of the funds deposited in the Lock Box with respect to the New Receivables, third appraiser and (ii) distribute to the Seller forty two and one half percent (42.5%) HNRC shall pay 50% of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all fees and expenses of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such schedulethird appraiser.

Purchase Price. Subject AEG will purchase all the Receivables presented on a weekly basis and will consider them to be a pool of Receivables (a "Receivable Pool"). Seller each week will forward the adjustment set forth Supporting Documents with respect to each Receivable Pool to AEG by a national overnight delivery service for delivery by 10:00 AM the next business day. As to any Receivable within a Receivable Pool, if Seller fails to deliver Supporting Documents with respect to that Receivable, if the Receivable is with an Account Debtor which has any invoice which is outstanding more than 90 days, or if AEG determines in Section 2.5 belowthe exercise of its reasonable discretion that the customer has unacceptable credit, AEG shall have the purchase price for right to declare the Purchased Assets is up Receivable to $516,000 payable as follows: be an unacceptable client risk (aa "Client Risk Receivable") $255,000 which and shall not advance any monies against the Client Risk Receivable. Notwithstanding a Client Risk Receivable designation, AEG shall be paid deemed to Seller's legal counsel as escrow agent have purchased the Receivable, shall have the right to collect the Receivable, and shall have the right to charge Service Fees and Discount Fees on the date hereof and (b) up to $261,000 paid from the amounts collected on accounts receivable outstanding Receivable. The Receivables upon which AEG advances money at the time of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth herein. Promptly following the date hereof, the Buyer and the Seller Advance Rate Percentage shall jointly select a mutually agreeable bank to serve as an escrow agent be deemed factor risk Receivables (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory to the parties (the "Escrow AgreementFactor Risk Receivables"). The Escrow Agreement shall provide, among other things, for the establishment of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information which AEG advances with respect to funds deposited into any Receivable Pool shall not exceed the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery amount of the Buyer Notification, the Maximum Permitted Advance for that Receivable Pool. AEG will charge Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller Service Fee equal to (i) distribute to the Buyer all [SERVICE FEE - PURCHASE] of the funds deposited sum of the Net Invoice Values of all Receivables in a Receivable Pool at the Lock Box with respect to the New Receivablestime a Receivable Pool is purchased, and (ii) distribute to the Seller forty two and one half percent (42.5%) [SERVICE FEE - DAYS 31 AND 61] of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all sum of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies Net Invoice Values of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller unpaid and the Buyer shall authorize the Escrow Agent in outstanding Receivables within a writing signed by Receivable Pool on each of the Buyer 31st and 61st days next following AEG's purchase of a particular Receivable Pool (each, a "Service Fee") for the production, collection, accounting and administrative services rendered by AEG under this Agreement. In addition, AEG will charge Seller a Discount Fee equal to distribute [DISCOUNT FEE] of the amounts to sum of the parties as specified in such scheduleNet Invoice Values of any unpaid and outstanding Receivables within a Receivable Pool on each of the 31st and 61st days next following AEG's purchase of a particular Receivable Pool (each, a "Discount Fee").

Purchase Price. Subject to the adjustment set forth in Section 2.5 below, the The purchase price for (the Purchased Assets is up to $516,000 payable as follows: (a"Purchase Price") $255,000 of the Project shall be its fair market value which shall be paid defined as an amount equal to the product of 8.1 and the Gross Operating Revenues derived from the Project, plus the amount , if any, which is necessary to result in Net Sales Proceeds equal to the Floor Amount, as each are described in paragraph 4 below. "Gross Operating Revenues" shall mean the annual amount of all rental income received by Seller from the leasing of manufactured homes and recreational vehicles space at Seller's legal counsel as escrow agent Project for the twelve (12) month period ending on the date hereof and then most recent December 31 occurring prior to the Option Notice Date (b) up to $261,000 paid from the amounts collected on accounts receivable outstanding at the time of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth herein. Promptly following the date hereof, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"defined below in Section 5). At Closing, Purchaser shall pay the BuyerPurchase Price, less the Seller amounts necessary to pay the Indebtedness under the Loan Agreement and the Escrow Agent shall enter into Hellxx Xxxn (each as defined below), by cashier's or certified check or wired federal funds to an escrow agreement in form and substance satisfactory account to be designated by Seller, subject to the parties (the "Escrow Agreement"). The Escrow Agreement shall provideadjustments and prorations as set forth herein, among other things, for the establishment of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New Receivables, and (ii) distribute to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the net amount paid to Seller be entitled less than the Floor Amount, if any. 4. NET SALE PROCEEDS AND FLOOR AMOUNTS. "Net Sale Proceeds" shall be the Purchase Price reduced by (i) all closing costs allocable to receive payment in excess Seller (including but not limited to, Recordation and transfer taxes, title insurance premiums, prorated expenses, but excluding attorney's fees), (ii) all obligations of an aggregate amount Seller including all debt secured by (a) the Project or by the partnership interests of $261,000 the Seller including without limitation the obligations of the Seller under the Loan Agreement and under the Hellxx Xxxn (defined below) and (b) all other liabilities or obligations of the "Maximum Amount") from Seller associated with the Lock BoxProject, including without limitation outstanding obligations to vendors, tenants, any management company or other parties including security deposits. The remaining funds deposited in "Floor Amount" shall be (i) ONE MILLION EIGHT HUNDRED FIFTY THOUSAND and 00/100 Dollars ($1,850,000) if the Lock Box with respect Closing occurs prior to June 30, 2008, or (ii) THREE HUNDRED EIGHT THOUSAND and 00/100 Dollars ($308,000) if the Closing occurs on or after June 30, 2008 but prior to June 30, 2012; (iii) and zero ($0) if the Closing occurs on or after June 30, 2012. The Hellxx Xxxn shall mean the loan represented by those loan documents set forth on Exhibit "C" attached hereto to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected extent disbursed on the Balance Sheet until the Lock Box Termination Date. The Buyer date hereof, but shall submit exclude any future or other advances made pursuant to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of such documents or any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such scheduleamendment or modification thereof.

Purchase Price. Subject The "Purchase Price" means the price Buyer agrees to pay to purchase a Mortgage Loan. Lender and Seller acknowledge that the adjustment Purchase Price may be less than the full principal amount of the Mortgage Note evidencing the Mortgage Loan, and that Seller may have paid or advanced other funds to Buyer which funds are not included in the Purchase Price. Buyer agrees that the Purchase Price paid to Seller with respect to a particular Mortgage Loan shall not be reduced due to adjustments relating to another Mortgage Loan. For purposes of the Purchase Date set forth in Section 2.5 below3 hereof, the purchase price for the Purchased Assets is up to $516,000 payable as followsPurchase Price shall be deemed paid in full when either: (a) $255,000 which shall be paid Seller collects funds in the amount of the Purchase Price pursuant to a cashiers check mailed to Seller's legal counsel as escrow agent on the date hereof address set forth in Section 7 below from Buyer and deposits such check in its account with Lender referenced hereinbelow (or any other account designated by Lender); (b) up to $261,000 paid Seller receives a federal wire transfer in the amount of the Purchase Price into its account with Lender referenced hereinbelow (or any other account designated by Lender) from Buyer: Bank: First Union National Bank of South Carolina Address: 1 Bexxxxx Xxxxx, Greenville, SC 29602 ABA Number: 053200000 Account: 2010000314483 (note, this account # may change as of January 1997 contact First Union for confirmation of account #) Attention: Lindx X. Xxxxxxxxx xx (c) Seller collects funds in such other manner as requested by Lender and such funds are deposited in the amounts collected on accounts receivable outstanding at the time of closing account with Lender referenced hereinabove (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth herein. Promptly following the date hereof, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"or any other account designated by Lender). At Closing, the Buyer, the Seller agrees promptly to process and the Escrow Agent submit any such cashiers check received from Buyer for payment to Lender. Buyer shall enter into an escrow agreement in form and substance satisfactory not be liable to the parties Lender or Seller for any additional expenses incurred by Lender or Seller because of: (the "Escrow Agreement"). The Escrow Agreement shall provide, among other things, for the establishment of a lock box account ("Lock Box"i) with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (payments lost or delayed due to incorrect wire transfer statementsor mailing instructions provided by Seller; (ii) deposited along with any other information submitted in connection with each such Seller's failure promptly to process a cashiers check; or (iii) Lender's failure to promptly submit a cashiers check for payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify Seller of the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments purchase of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (Mortgage Loan by sending a "New Receivable"). Within three business days (3) following delivery of the Buyer Notificationfunding advice to Seller, the and, upon Lender's request, Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller promptly telecopy such funding advice to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New Receivables, and (ii) distribute to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such scheduleLender.

Purchase Price. Subject to The Purchase Price for the adjustment Servicing Rights in each Servicing Rights Package shall be set forth in Section 2.5 below, the purchase price for related Acknowledgment Agreement. It is understood and agreed that the Purchased Assets is up to $516,000 payable as follows: (a) $255,000 which Purchase Price shall be paid by the Servicer to Seller's legal counsel as escrow agent the Purchaser in consideration for the Purchaser selling the Servicing Rights in accordance with this Agreement. The Servicer shall pay to the Purchaser by wire transfer of immediately available funds to an account designated by the Purchaser in writing an amount equal to the Purchase Price attributed to each Mortgage Loan sold on the date hereof and (b) up related Transfer Date. If, subsequent to $261,000 paid from the payment of the Purchase Price or the payment of any other amounts collected on accounts receivable outstanding at the time of closing (including future accounts receivable related due under this Agreement to Open Orders) ("Closing Receivables") as set forth herein. Promptly following the date hereofeither party, the Buyer and principal on which the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory to the parties (the "Escrow Agreement"). The Escrow Agreement shall provide, among other things, for the establishment of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information Purchase Price with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statementa Mortgage Loan was based is found to be in error, or if, for any other reason, the Buyer Purchase Price or such other amounts are found to be in error, within five (5) Business Days after the receipt of information sufficient to provide notice that payment is due, the party benefiting from the error shall notify pay to the other party an amount sufficient to correct and reconcile the Purchase Price or such other amounts and shall provide the other party with a reconciliation statement and such other documentation sufficient to reasonably satisfy the other party concerning the accuracy of such reconciliation. In connection with the repurchase of a Mortgage Loan by the Seller and from the Escrow Agent in writing (the "Buyer Notification") as Purchaser due to whether the funds deposited in the Lock Box were payments a breach of a Closing Receivable representation or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notificationwarranty or other defect, the Seller and the Buyer Servicer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New Receivables, and (ii) distribute to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock BoxPurchaser the Servicing Repurchase Price. The remaining This amount shall be paid by the Purchaser to the Servicer within ten (10) Business Days of any such repurchase by wire transfer of immediately available funds deposited to an account designated by the Servicer. Concurrently with any repurchase and payment described in the Lock Box paragraph above, the Servicer shall transfer, assign, set over and convey to the Purchaser all of its right, title and interest in and to the related Servicing Rights with respect to the Closing Receivables such repurchased Mortgage Loan. In addition, this Agreement shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors terminate with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such scheduleMortgage Loan, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties except as specified in such scheduleotherwise provided herein.

Purchase Price. Subject to the adjustment set forth in Section 2.5 below, the The aggregate purchase price for the Purchased Assets Property is up One Hundred Twenty Six Million Three Hundred Thirty Three Thousand Five Hundred and 00/100 Dollars ($126,333,500.00) (the "Purchase Price"). Buyer acknowledges and agrees that the Purchase Price shall be in all respects net of any and all prepayment fees, premiums, penalties or similar charges, expenses, costs and sums (other than outstanding principal and accrued and unpaid interest) required to $516,000 payable as follows: (a) $255,000 which shall be paid to Seller's legal counsel as escrow agent on the date hereof and holder of any loan (b) up to $261,000 paid from the amounts collected on accounts receivable outstanding at the time of closing (including future accounts receivable related to Open Orders) (each a "Closing ReceivablesLoan") secured by a mortgage and related security agreements, liens and financing statements encumbering a Property, as more particularly referenced on Exhibit C attached hereto (each, collectively, a "Mortgage"), pursuant to the related loan documents in order to fully satisfy such Mortgage (collectively, the "Prepayment Fees"), all as set forth hereinon a payoff demand submitted by the holder of such Mortgage and approved by the Seller. Promptly following The Buyer shall pay the date hereofPrepayment Fees at Closing in accordance with Section 1.2 below, provided, however, that if the Prepayment Fees for a Property are greater than the amount specified on Schedule 2 attached hereto, the Buyer Purchase Price for such Property shall be reduced by an amount equal to the excess of the actual Prepayment Fee for such Property over the amount specified for such Property on Schedule 2. The portion of the Purchase Price which is allocated to each Property (each, an "Allocated Purchase Price") is set forth on Schedule 3, attached hereto. Subject to the prorations and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At Closingadjustments hereinafter defined, the Buyer, the Seller and the Escrow Agent Buyer mutually agree that the Allocated Purchase Price for each Property shall enter into an escrow agreement be further allocated among Personalty and the remaining Property in form accordance with the allocation set forth on Schedule 3 (collectively, the "Tax Allocations"), which Tax Allocations have been made in accordance with Section 1060 of the Internal Revenue Code of 1986 (as amended) and substance satisfactory to the parties Treasury Regulations promulgated thereunder (the Allocated Purchase Prices and the Tax Allocations hereinafter called, the "Escrow AgreementAllocations"). The Escrow Agreement shall provide, among other things, for the establishment of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to shall: (i) distribute to be bound by the Buyer all Allocations for purposes of the funds deposited in the Lock Box with respect to the New Receivables, and determining any taxes; (ii) distribute prepare and file any tax returns on a basis consistent with the Allocations; (iii) take no position inconsistent with the Allocations on any applicable tax return, in any proceeding before any taxing authority or otherwise; and (iv) be bound by the Allocations in all other public filings and reports, including but not limited to any transfer tax declarations. In the Seller forty two and one half percent (42.5%) event that the mutually agreed upon Allocations are disputed by any taxing authority, the party receiving notice of the funds deposited in dispute shall promptly notify the Lock Box with respect other party hereto of the dispute. Notwithstanding the foregoing, nothing herein shall impair Buyer's right to initiate proceedings after the Closing Receivables; provided however, that in no event shall which the Seller be entitled to receive payment value of a Property is contested by Buyer for real estate tax purposes (including ad valorem and similar state and local taxes imposed based on the assessed value of real property) in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Boxaccordance with applicable law. The remaining funds deposited in the Lock Box with respect to the Closing Receivables Purchase Price shall be used payable by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such schedule.follows:

Purchase Price. Subject to the adjustment set forth in Section 2.5 below, the purchase price As full consideration for the Purchased Assets is up to $516,000 payable as followsMembership Interests: (a) at the Closing, Buyer shall pay to Sellers (i) cash, by wire transfer of immediately available funds, in an amount equal to the Closing Cash Consideration plus (ii) such number of validly issued, fully paid and non-assessable shares of Class A Common Stock, $255,000 which shall be paid to Seller's legal counsel as escrow agent on 0.001 par value, of Buyer (the date hereof “Issuer Common Stock”) determined by dividing (A) $10,000,000 by (B) the Closing Stock Price (the “Closing Stock Consideration” and together with Closing Cash Consideration, the “Closing Purchase Price”); (b) up on the 90th day following the Closing Date (or the next Business Day thereafter) (the “Post-Closing Cash Payment Date”), Buyer shall pay to Sellers cash, by wire transfer of immediately available funds, in an amount equal to $261,000 10,000,000 (the “Post-Close Cash Consideration”), which, if not paid in full on or prior to the Post-Closing Cash Payment Date, shall accrue interest on the unpaid portion at a rate of 12% per annum from the amounts collected Post-Closing Cash Payment Date to the date of payment; and (c) Buyer shall make the payments to Sellers described in Section 2.4, if any (collectively, the “Purchase Price”). All payments by Buyer to Sellers under this Agreement shall be made to the account(s) specified in writing by Sellers’ Representative no later than three Business Days prior to the date of such payment (the “Payment Instructions”). Buyer is authorized and entitled to rely absolutely and without any duty of investigation on accounts receivable outstanding at the time Payment Instructions, and shall have no liability or obligation whatsoever to any Seller or any other Person for any calculations in the allocation of closing (including future accounts receivable related any portion of the consideration to Open Orders) ("Closing Receivables") as be paid hereunder or errors set forth hereinin the Payment Instructions. Promptly following Sellers’ Representative shall provide to Buyer no later than three Business Days prior to the Closing (x) payoff letters relating to all Debt of the Acquired Companies, which such payoff letters will include a process for release of all related Liens as of the Closing and (y) payment instructions for payment of all Transaction Expenses. Within 48 hours of the date hereofof this Agreement, Buyer shall pay the Buyer and Company for the Seller shall jointly select a mutually agreeable bank to serve benefit of the Sellers as an escrow agent advance on the Closing Cash Consideration $1,000,000 (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory to the parties (the "Escrow Agreement"“Advance”). The Escrow Agreement Closing Cash Consideration payable at the Closing shall provide, among other things, for be reduced by the establishment of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each amount of the Advance. In the event this Agreement is terminated pursuant to Section 10.1(b) by Buyer and the Seller shall receive from the Escrow Agent copies due to a breach of checks (this Agreement by Sellers or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accountsSellers’ Representative, the amount paidCompany shall within 48 hours of such termination and notice of wire instructions return the Advance to Buyer, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New Receivables, and (ii) distribute to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables otherwise shall be used retained by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such scheduleCompany.

Purchase Price. Subject to In the adjustment set forth in Section 2.5 below, case of the initial purchase price for of Mortgage Loans by the Purchased Assets is up to $516,000 payable as follows: (a) $255,000 which shall be paid to Seller's legal counsel as escrow agent on the date hereof and (b) up to $261,000 paid from the amounts collected on accounts receivable outstanding Purchaser at the time of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth herein. Promptly following the date hereofexecution and delivery of this Agreement, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory to the parties (the "Escrow Agreement"). The Escrow Agreement shall provide, among other things, for the establishment of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent Originators shall deliver to each the Purchaser a Mortgage Loan Schedule, pursuant to and in accordance with the terms and conditions set forth in this Agreement, and in lieu of a Term Sheet for the initial purchase, the following terms shall apply: Aggregate Principal Balance (as of the Buyer and Cut-off Date): $102,721,833.42 Initial Closing Date: June 30, 2003 Cut-off Date: June 1, 2003 (or, for any Mortgage Loan originated after that date, the Seller semi-monthly statements (the "Escrow Statements"date of origination of such Mortgage Loan) detailing the names Initial Weighted Average Mortgage Interest Rate: 9.68% Purchase Price Percentage: 105.00% Servicing Transfer Date: On or before August 31, 2003 Holdback 0.25% of the accountsPurchase Price for the Mortgage Loans will be held back and paid to the Originators on the Servicing Transfer Date. Interest on the amount held back will accrue and be payable by the Purchaser on the Holdback Payment Date at a per annum rate equal to one-month LIBOR plus 0.25. Holdback Payment Date The date on which the requirements under this Agreement for the transfer of the Servicing Rights from the Servicer to the Purchaser have been completed to the reasonable satisfaction of the Purchaser. Additional Closing Conditions Satisfactory completion, in the sole discretion of the Purchaser, of its due diligence review of the Mortgage Loans to insure that they meet the requirements set forth in this Agreement The Purchase Price for each Mortgage Loan (inclusive of the Servicing Rights associated with such Mortgage Loan) listed on the related Mortgage Loan Schedule shall be the Purchase Price Percentage, multiplied by the Stated Principal Balance of such Mortgage Loan as of the related Cut-off Date. In addition to the Purchase Price as described above, the amount paidPurchaser shall pay to the Originators, on the invoice numberrelated Closing Date, and any other available relevant information accrued interest on each Mortgage Loan at the Mortgage Interest Rate from the related last Interest Paid to Date through the day prior to the related Closing Date, inclusive; provided, however, with respect to funds deposited into those Mortgage Loans for which interest has been paid through a date beyond the Lock Box during related Closing Date, such accrued interest owing to Originators shall be reduced by the statement period. Within three (3) business days following amount of interest accruing on the delivery Stated Principal Balance of each Escrow Statementsuch Mortgage Loan at a rate equal to the Mortgage Interest Rate of such Mortgage Loan, from the related Closing Date to the day prior to the Interest Paid to Date for such Mortgage Loan, inclusive. The Purchase Price shall be reduced by the Recording Fee, multiplied by the number of Mortgage Loans that are not MERS Mortgage Loans. With respect to each Mortgage Loan purchased, the Buyer Purchaser shall notify the Seller own and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New Receivables, and (ii) distribute to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment (except as otherwise described in excess this Agreement during the related Interim Servicing Period) the following items that are received or collected on or after the related Cut-off Date: (i) all payments and/or recoveries of an aggregate amount principal, (ii) all payments of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected interest on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit Mortgage Loans, (iii) all fees, prepayment penalties or premiums (subject to the Seller a schedule of invoices included in the Assumed Liabilities to be paid Section 4.02), and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5iv) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such scheduleall other Ancillary Income.

Purchase Price. Subject (a) In full consideration for the sale of the Mortgage Servicing Rights to be sold pursuant to Section 2.02(a)(i) and subject to the adjustment terms and conditions of this Agreement, Purchaser shall pay to the related Seller a sum equal to the Purchase Price in accordance with this Section 3.01, as follows: (i) On the Sale Date or Subsequent Sale Date, as applicable, Purchaser shall pay to the related Seller a sum equal to fifty percent (50%) of the Estimated Purchase Price (which shall be calculated in accordance with Section 3.01(c)), by wire transfer of immediately available federal funds, to an account designated by such Seller. (ii) On the date five (5) Business Days following the applicable Servicing Transfer Date, Purchaser shall pay to the related Seller a sum equal to the portion of the Purchase Price that has not been paid to such Seller by Purchaser as of such date (which shall be calculated in accordance with Section 3.01(c)), including with respect to Mortgage Loans that have prepaid or otherwise liquidated between the Sale Date or Subsequent Sale Date and the applicable Servicing Transfer Date, less the Document Holdback, to an account designated by such Seller. (iii) Solely with respect to Mortgage Loans that are not Subserviced Mortgage Loans, Purchaser shall hold back from the amount paid to the related Seller in accordance with Section 3.01(a)(ii) an amount equal to ten percent (10%) of the Purchase Price (the “Document Holdback”). Within sixty (60) days following the applicable Servicing Transfer Date, Purchaser shall deliver or cause to be delivered to such Seller a list identifying any missing Mortgage Loan Documents with respect to the related Mortgage Loans that are necessary to service the Mortgage Loans, and, with respect to any Mortgage Loan that is not a Subserviced Mortgage Loan, any missing documents from the related Credit and Servicing File that Purchaser reasonably believes are required for Purchaser to servicing such Mortgage Loans in accordance with Applicable Requirements (“Missing Documents”). Purchaser shall pay the Document Holdback to such Seller on a loan level, pro rata basis on the last Business Day of each month (beginning on the last day of the month in which the date ninety (90) days after the applicable Servicing Transfer Date occurs) for each such Mortgage Loan that has been fully prepaid or been liquidated or with respect to which Purchaser has received all of the Missing Documents identified on such list, to include each such Mortgage Loan with respect to which Purchaser has not identified any Missing Documents on such list, provided, however, that the Document Holdback with respect to any such Mortgage Loan shall be paid no later than one-hundred twenty (120) days after the applicable Servicing Transfer Date. In the event any Missing Documents identified on such list are not received within one-hundred twenty (120) days following the applicable Servicing Transfer Date, Purchaser may deduct from the Document Holdback any amount it reasonably estimates necessary to pay the out of pocket costs associated with creating or obtaining any such Missing Documents, and provide such Seller with reasonable documentation of such estimates. Purchaser shall provide the related Seller loan-level reports with each payment detailing the outstanding Missing Documents as well as the Mortgage Loans paid off or liquidated. Except as set forth in Section 2.5 below11.03(a), Purchaser shall not have any right to offset against the purchase price for Document Holdback amounts due from such Seller to Purchaser pursuant to any other provision of this Agreement or under any Transaction Document or other agreement between the Purchased Assets is up Parties, or otherwise due or alleged to $516,000 payable as follows: (a) $255,000 which shall be paid due from such Seller to Seller's legal counsel as escrow agent on the date hereof and Purchaser. (b) up to $261,000 paid from the amounts collected on accounts receivable outstanding at the time of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth herein. Promptly following the date hereof, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory to the parties (the "Escrow Agreement"). The Escrow Agreement shall provide, among other things, for the establishment of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within No later than three (3) business days following Business Days prior to the delivery of each Escrow StatementSale Date or Subsequent Sale Date, the Buyer related Seller shall notify the Seller complete and the Escrow Agent in writing (the "Buyer Notification") as provide to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer NotificationPurchaser, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New Receivables, preliminary Mortgage Loan Schedule and (ii) distribute to the Seller forty two Estimated Purchase Price Computation Worksheet setting forth the Estimated Purchase Price, in the form of Exhibit A-1 and one half percent (42.5%) based on information regarding the Mortgage Loans as of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, previous month-end trial balance that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices is included in the Assumed Liabilities preliminary Mortgage Loan Schedule. (c) No later than three (3) Business Days after the Sale Date or Subsequent Sale Date, the related Seller shall complete and provide to Purchaser, the (i) final Mortgage Loan Schedule and (ii) the Purchase Price Computation Worksheet setting forth such Seller’s computation of the Purchase Price, in the form of Exhibit A-2 and based on information regarding the Mortgage Loans as of the Sale Date or Subsequent Sale Date that is included in the final Mortgage Loan Schedule. (d) In the event the sale of the Purchased Assets related to any Servicing Agreement is delayed to a Subsequent Sale Date in accordance with Section 2.02(a)(ii), additional Estimated Purchase Price Computation Worksheet(s) and Purchase Price Computation Worksheet(s) related to the Purchased Assets to be sold on such Subsequent Sale Date shall be delivered, and the portions of the Estimated Purchase Price and Purchase Price to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect hereunder related to the Assumed LiabilitiesPurchased Assets to be sold on such Subsequent Sale Date shall be paid, in accordance with the preceding provisions of this Section 3.01 as if such Subsequent Sale Date were the Sale Date thereunder. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such schedule.Section 3.02

Purchase Price. Subject to the adjustment set forth in Section 2.5 below, the The purchase price for the Purchased Assets is up Equipment to $516,000 payable be sold hereunder shall initially be as follows: (a) $255,000 set forth on IDSI's Price List attached hereto as Exhibit C and incorporated herein, which shall may be paid to Seller's legal counsel as escrow agent discounted based on the date cumulative quantities of such Equipment purchased by Distributor during the term hereof or any Additional Term. Discounts shall not apply retroactively to prior purchases of Equipment. IDSI shall have the sole right to set the price and other terms of the sales of the Equipment. IDSI, at its sole discretion, reserves the right to change prices, materials used, Equipment line and the components of the Equipment. IDSI will provide reasonable notice of any price or other changes to Distributor as to not disrupt the sales and distribution of the Equipment. IDSI reserves the right to amend Exhibit C with respect to any Additional Term. (b) up PRICE CHANGES. IDSI may change the prices to $261,000 paid from be charged for Equipment sold hereunder by amending its published Price List and giving Distributor thirty (30) days prior notice. All orders received and accepted by IDSI prior to the amounts collected on accounts receivable outstanding effective date of the price increase for shipment within thirty (30) days of such effective date will be billed at the prices in effect at the time of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth herein. Promptly following the date hereof, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory to the parties (the "Escrow Agreement"). The Escrow Agreement shall provide, among other things, for the establishment of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each acceptance of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accountsorder; provided, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New Receivables, and (ii) distribute to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that if Distributor notifies IDSI in no event writing prior to the effective date of such price increase that it quoted the original price in an outstanding bid submitted prior to receipt of IDSI's amended Price Lists, any order relating to such bid accepted by IDSI prior to the effective date of such price increase for shipment within ninety (90) days of such effective date will be billed at the prices in effect at the time of acceptance. All other shipments after thirty (30) days (or ninety days, if applicable) of such effective date shall be billed at the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited prices set forth in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Dateamended Price List. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such schedule.c)

Purchase Price. Subject to the adjustment set forth in Section 2.5 below, the purchase price for the Purchased Assets is up to $516,000 payable as follows: (ai) $255,000 which shall be paid to Seller's legal counsel as escrow agent The Company may elect on or after the date hereof and (b) up of any adjustment of the Purchase Price to $261,000 paid from adjust the amounts collected on accounts receivable outstanding at number of Rights, in substitution for any adjustment in the time number of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth herein. Promptly following the date hereof, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory to the parties (the "Escrow Agreement"). The Escrow Agreement shall provide, among other things, for the establishment one one-hundredths of a lock box account ("Lock Box") with Preferred Share purchasable upon the Escrow Agent and provisions memorializing the following agreement. All collections from holders exercise of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined)a Right. Each of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each Rights outstanding after such payment. Joint authorization in writing signed by each adjustment of the Buyer and number of Rights shall be exercisable for the Seller will be required before any funds can be released from number of one one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to such adjustment. Each Right held of record prior to such adjustment of the Lock Boxnumber of Rights shall become that number of Rights (calculated to the nearest one ten-thousandth) obtained by dividing the Purchase Price in effect immediately prior to adjustment of the Purchase Price by the Purchase Price in effect immediately after adjustment of the Purchase Price. The Escrow Agent Company shall deliver make a public announcement of its election to each adjust the number of Rights, indicating the record date for the adjustment, and, if known at the time, the amount of the Buyer adjustment to be made. This record date may be the date on which the Purchase Price is adjusted or any day thereafter, but, if the Right Certificates have been issued, shall be at least 10 days later than the date of the public announcement. If Right Certificates have been issued, upon each adjustment of the number of Rights pursuant to this Section 11(i), the Company shall, as promptly as practicable, cause to be distributed to holders of record of Right Certificates on such record date Right Certificates evidencing, subject to Section 14 hereof, the additional Rights to which such holders shall be entitled as a result of such adjustment, or, at the option of the Company, shall cause to be distributed to such holders of record in substitution and replacement for the Seller semi-monthly statements (Right Certificates held by such holders prior to the "Escrow Statements") detailing date of adjustment, and upon surrender thereof, if required by the Company, new Right Certificates evidencing all the Rights to which such holders shall be entitled after such adjustment. Right Certificates so to be distributed shall be issued, executed and countersigned in the manner provided for herein and shall be registered in the names of the accounts, holders of record of Right Certificates on the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited record date specified in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New Receivables, and (ii) distribute to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such schedulepublic announcement.

Purchase Price. Subject (i) The total consideration to be paid by Buyer for the Interests (the “Purchase Price”) shall be an amount equal to the adjustment sum of $2,950,000,000 (the “Base Purchase Price”) plus the Post-Closing Payment Amount (as determined and paid in accordance with Section 2.1(c)). (ii) The Base Purchase Price shall be increased, dollar for dollar, by an amount equal to the total amount of the Working Capital as of the Measurement Time greater than the amounts set forth in Section 2.5 belowon Schedule 2.1(b)(ii) or decreased, the purchase price dollar for the Purchased Assets is up to $516,000 payable as follows: (a) $255,000 which shall be paid to Seller's legal counsel as escrow agent on the date hereof and (b) up to $261,000 paid from dollar, by the amounts collected on accounts receivable outstanding at the time of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth herein. Promptly following the date hereofon Schedule 2.1(b)(ii), the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory to the parties (the "Escrow Agreement"). The Escrow Agreement shall provide, among other thingseach case, for the establishment of a lock box account applicable time period ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined“Working Capital Adjustment Amount”). Each 18 (iii) The Base Purchase Price shall be increased, dollar for dollar, by an amount equal to the total Cash of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each Sale Entities as of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements Measurement Time (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"“Cash Adjustment Amount”). Within three business days (3iv) following delivery of If the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New Receivables, and (ii) distribute to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 capital expenditures (calculated in accordance with U.S. GAAP or regulatory accounting) paid in respect of the Sale Entities from January 1, 2023 until the Measurement Time exceeds or is less than the aggregate amounts of the capital expenditures in the budget set forth on Schedule 2.1(b)(iv) for the same time period, then the Base Purchase Price shall be increased or decreased, respectively, by the absolute value of such difference (the "Maximum “Capital Expenditure Adjustment Amount"”). (v) from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables Base Purchase Price shall be used (A) increased by the Buyer solely to repay in full all absolute value of the accounts payable reflected on Indebtedness Adjustment Amount, if the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed Indebtedness Adjustment Amount is positive, or (B) decreased by the Buyer with creditors with respect to absolute value of the Assumed Indebtedness Adjustment Amount, if the Indebtedness Adjustment Amount is negative. (vi) The Base Purchase Price shall be adjusted, dollar for dollar, by the value of the net New Regulatory Assets/Liabilities of the Sale Entities as of the Measurement Time. If the amount of such New Regulatory Assets/Liabilities as of the Measurement Time is positive, the Base Purchase Price shall be increased by the amount of the New Regulatory Assets/Liabilities. Within If the amount of such New Regulatory Assets/Liabilities as of the Measurement Time is negative, the Base Purchase Price shall be decreased by the amount of the New Regulatory Assets/Liabilities. (vii) At least five (5) days following Business Days prior to the scheduled Closing Date, Seller shall prepare and deliver to Buyer a statement setting forth Seller's ’s good faith estimate of the Preliminary Post-Closing Payment Amount (the “Estimated Closing Payment Amount”). (viii) Following Xxxxx’s receipt of each the Estimated Closing Payment Amount, Buyer and its agents, representatives and advisors shall be permitted to review all books and records, working papers, financial records and information of Seller related to the Estimated Closing Payment Amount and shall have such schedule, access to Seller’s personnel as may be reasonably necessary to permit Buyer to review in detail the manner in which the Estimated Closing Payment Amount was calculated and prepared. If Xxxxx notifies Seller and in writing of an objection to the Buyer shall authorize the Escrow Agent in a writing signed by each Estimated Closing Payment Amount or any of the amounts included in the calculation of the Estimated Closing Payment Amount set forth therein, then Buyer and the Seller shall seek in good faith to distribute the amounts agree to revisions to the parties as specified in Estimated Closing Payment Amount to resolve such schedule.objection and Seller shall update and redeliver the Estimated Closing Payment Amount to reflect any such agreements no later than the Business Day immediately prior to the Closing Date. (c)

Purchase Price. Subject As consideration for the sale, conveyance, assignment, transfer and delivery of the Property by Seller to the adjustment set forth in Section 2.5 belowBuyer, Buyer hereby agrees that the purchase price for the Purchased Assets is up Property shall be $14,000,000.00. The Purchase Price shall be allocated between the Real Property and Personal Property as the parties may reasonably agree prior to Closing. The remaining balance of the Purchase Price, subject to closing adjustments and prorations, after crediting the Deposit, shall be paid in cash or immediately available funds at the Closing. Of the purchase price, the sum of $516,000 payable as follows: 125,000.00 xxxxxxx money (athe “1st Deposit”) $255,000 which shall be paid to First American Title Insurance Company, National Commercial Services, 000 X. Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, Attention: L. Xxxxxx Xxxxxxx, Xx., Telephone Direct: 000-000-0000, Mobile: 000-000-0000, Fax: 000-000-0000, Email: Xxxxxxxx@xxxxxxx.xxx (the “Escrow Agent”) upon acceptance of this Agreement by Seller's legal counsel . The Deposit shall be applied to the Purchase Price. The additional sum of $25,000.00 xxxxxxx money (the “2nd Deposit”), shall be paid by Buyer to Seller within 3 days after the expiration of the Due Diligence period (as escrow agent that term is described below). The 1st and 2nd Deposit shall sometimes hereinafter be referred to as the “Deposit”. In the event the Seller defaults on any condition required of Seller after the date hereof expiration of the Due Diligence Period and (b) up prior to $261,000 paid from the amounts collected on accounts receivable outstanding time set for Closing, Buyer may elect to terminate or rescind this Agreement whereupon the Deposit shall be refunded by the Seller to Buyer and all further rights and obligations of the parties under this Agreement shall terminate, except for any indemnification provisions set forth herein which by their terms survive termination of this Agreement. In the event all of the conditions set forth in this Agreement and required to be performed by Seller are satisfied at the time set forth for the Closing, and Buyer has not previously terminated this Agreement as permitted herein and Buyer fails to purchase the Property as provided herein, then Seller shall be entitled to those remedies set forth in Section16, provided that the within limitation of closing (including future accounts receivable related liability shall not apply to Open Orders) ("Closing Receivables") as any indemnification obligation set forth herein. Promptly following the date hereof, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory to the parties (the "Escrow Agreement"). The Escrow Agreement shall provide, among other things, for the establishment of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New Receivables, and (ii) distribute to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such schedule.

Purchase Price. Subject to the adjustment set forth and credits as otherwise specified in Section 2.5 belowthis Agreement, the purchase price (the “Purchase Price”) to be paid by Purchaser to Seller for the Purchased Assets is up to Property shall be Forty Million Five Hundred Thousand and No/100 Dollars ($516,000 payable as follows: (a) $255,000 which 40,500,000.00). The Purchase Price shall be paid by Purchaser to Seller's legal counsel Seller at the Closing by cashier’s check or by wire transfer of immediately available federal funds, less the amount of Exxxxxx Money and subject to prorations, adjustments, and credits as escrow agent on otherwise specified in this Agreement. The amount of the date Purchase Price has been determined by Seller and Purchaser based upon (i) the accuracy of the representations and warranties of Seller set forth in Paragraph 9(f) hereof and (bii) up to $261,000 paid the assumption that the annual Base Monthly Rental (as defined in the Lease) and the Net Rental (as defined in the Lease) payable by the Subtenant under the Sublease from the date of the Closing and thereafter during the initial term of the Sublease shall be in the amounts collected set forth on accounts receivable outstanding Exhibit “L” attached hereto and by reference made a part hereof. Seller has advised Purchaser that Subtenant is not obligated to pay full Base Monthly Rental at the time of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as rates set forth herein. Promptly following the date hereof, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory to the parties (the "Escrow Agreement"). The Escrow Agreement shall provide, among other things, for the establishment of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box on Exhibit “L” attached hereto with respect to the New ReceivablesRemaining Space until August 1, 2002. Accordingly, Seller and Purchaser have made provision for the payment by Seller to Purchaser of an amount equal to the Actual Remaining Space Rent Credit as hereinafter provided. The amount of the Purchase Price has also been determined based on the assumption that the entire “Landlord’s Allowance for Tenant Costs” (as defined in the Sublease) has been fully funded by Seller, that all of Landlord’s obligations with respect to the construction and installation of the Tenant Improvements have been fully performed, and that all of the Tenant Improvements which Landlord is required to construct and install under the Sublease have been completed in accordance with the approved Drawings and Specifications with respect thereto and accepted by Subtenant, as evidenced by the execution and delivery of a Tenant Acceptance Agreement with respect thereto as provided in the Sublease, and a permanent certificate of occupancy or its equivalent has been issued by the applicable governmental authority with respect to the applicable such space in which Tenant Improvements have been constructed and installed, and that Landlord has received all Warranties issued and to be issued with respect to such Tenant Improvements and a final contractor’s affidavit and lien waiver from all contractors and subcontractors performing work or supplying labor or materials with respect to such Tenant Improvements. If (and only if) all of the foregoing conditions have not been satisfied and/or completed as of the date of Closing, (i) Seller shall deposit with Title Company in escrow, such portion of the Purchase Price equal to one hundred fifty percent (150%) of the costs and expenses reasonably estimated by Seller and Purchaser of satisfying and/or completing such conditions, and (ii) distribute Seller and Purchaser shall enter into a construction management agreement at Closing pursuant to which Seller shall agree to construct, install and complete all such Tenant Improvements after the Closing to the Seller forty two and one half percent (42.5%) full extent of the funds deposited in obligations and responsibilities of the Lock Box Landlord under the Sublease with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate such Tenant Improvements. The amount of $261,000 (the "Maximum Amount") from Purchase Price paid by Seller into escrow at Closing shall be paid to Seller by the Lock BoxTitle Company upon the satisfaction and completion of the foregoing conditions. The remaining funds deposited form of the escrow agreement and construction management agreement described in the Lock Box with respect this paragraph shall be mutually agreed upon by Seller and Purchaser prior to the Closing Receivables shall be used by the Buyer solely to repay in full all expiration of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such scheduleInspection Period.

Purchase Price. Subject to the adjustment set forth in pursuant to Section 2.5 below3.2, the purchase price for the Purchased Assets is up Securities shall be an aggregate of $31,500,000 (the “Purchase Price”), to $516,000 payable be paid as follows: (ai) $255,000 26,100,000 payable in cash by wire transfer in immediately available funds, less the amount required to pay off certain indebtedness of the Company as set forth below, (ii) $2,900,000 (the “Escrow Fund”) payable to the Escrow Agent pursuant to the Escrow Agreement; and (iii) $2,500,000 through the assumption of $2,500,000 of ordinary course current liabilities of the Company on a consolidated basis as the categories of such liabilities are set forth on Schedule 3.1(a) hereto, which for purposes of clarification shall not include any liabilities related to interest-bearing or long-term debt, capital lease obligations, ERISA-related obligations and Tax obligations or any other liabilities not set forth on such schedule (the “Assumed Current Liabilities”). For purposes of illustration only, the amounts of the Assumed Current Liabilities as of July 31, 2006 are set forth on Schedule 3.1(b) hereto. Notwithstanding the foregoing, Assumed Current Liabilities shall not include obligations of the Company pursuant to severance arrangement employment agreements set forth on Schedule 3.1(c) hereto. In addition, the Purchase Price shall be adjusted upwards or downwards on the Closing Date with respect to the calculation of the items set forth on Schedule 3.1(d) for the periods specified therein (the “Effective Date Adjustments”). The amount payable pursuant to this Section 3.1(a)(i) shall be reduced by the amount necessary (which amounts shall be paid directly by Buyer) to repay all outstanding indebtedness for borrowed money and capital lease obligations of the Company on the Closing Date, including any unpaid interest, fees, prepayment penalties and expenses thereon, and remove all Liens (other than Permitted Liens) in respect of any property or assets of the Company. The Purchase Price (less the Escrow Fund and other deductions pursuant to this Section 3.1) shall be paid to Seller's legal counsel as escrow agent on Sellers and the date hereof and (b) up to $261,000 paid from the amounts collected on accounts receivable outstanding at the time of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") Option Holders as set forth herein. Promptly following the date hereof, the Buyer on Schedule A and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory to the parties (the "Escrow Agreement"). The Escrow Agreement shall provide, among other things, for the establishment of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New Receivables, and (ii) distribute to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such scheduleSchedule B hereto.

Purchase Price. Subject to the adjustment set forth in Section 2.5 below, the purchase price (a) The “Purchase Price” for the Purchased Assets is up that are conveyed to $516,000 payable as follows: (a) $255,000 which HRAC I under this Agreement shall be paid payable in cash in an amount equal to Seller's legal counsel the sum of (i) 100% of the aggregate balance of the Principal Receivables, and such of the Finance Charge and Administrative Receivables as escrow agent constitute fees and charges relating to debt cancellation, debt waiver and other enhancement and insurance programs administered by the Bank, so conveyed, plus (ii) the present value of anticipated excess spread, including Interchange, computed by taking into account factors such as historical losses (and discounted to take into account any uncertainty as to future performance matching historical performance), servicing fees, delinquencies, payment rates and yield, such sum adjusted to reflect any other factors as the Bank and HRAC I mutually may agree will result in a Purchase Price determined to be the fair market value of such Purchased Assets. This computation of initial Purchase Price shall assume no reinvestment in new Receivables. The Purchase Price for the Purchased Assets, shall be payable on a date (the “Purchase Price Payment Date”) mutually agreed to by the Bank and HRAC I (but no later than the 15th day of the month following the month in which such Purchased Assets are conveyed by the Bank to HRAC I) in cash in an amount equal to the sum of (i) 100% of the aggregate balance of the Principal Receivables, and such of the Finance Charge and Administrative Receivables as constitute fees and charges relating to debt cancellation, debt waiver and other enhancement and insurance programs administered by the Bank, so conveyed, plus (ii) the present value of anticipated excess spread, including Interchange, computed by taking into account factors such as historical losses (and discounted to take into account any uncertainty as to future performance matching historical performance), servicing fees, delinquencies, payment rates and yield, such sum adjusted to reflect any other factors as the Bank and HRAC I mutually may agree will result in a Purchase Price determined to be the fair market value of such Purchased Assets. The Bank and HRAC I confirm that a Purchase Price equal to the fair market value of all Purchased Assets sold to HRAC I through the date hereof and (b) up to $261,000 has been paid from the amounts collected on accounts receivable outstanding at the time of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth herein. Promptly following the date hereof, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory by HRAC I to the parties (the "Escrow Agreement"). The Escrow Agreement shall provide, among other things, for the establishment of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New Receivables, and (ii) distribute to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such scheduleBank.

Purchase Price. Subject The price offered by the Seller or the price specified in the Buyer's Order is fixed, exclusive of VAT unless specified otherwise, and includes all extra expenses of the Seller (especially costs of transport, packaging, insurance). Unless the Contracting Parties have agreed otherwise, the Seller is not entitled to its change for any reasons. Delivery terms, transport and packing Unless different delivery term is specified in the confirmed Order, the agreed delivery term is deemed to be 7 calendar days starting from the day of delivery of the Seller's confirmation of the Order to the adjustment set forth Buyer. Supplies prior to the specified delivery term can only be made with Buyer’s consent. Such supplies that were not approved by the Buyer can either be refused by the Buyer or stored at the Seller’s expenses. The Seller has to make all steps to meet the delivery term at its own costs. The Seller is obliged to deliver the Goods to the place specified in Section 2.5 belowthe Order together with the adequate delivery note. Unless the delivery place has been specified in the Order, the delivery condition DDP Buyer’s plant applies (INCOTERMS 2010). The Seller obliges to effect insurance for the Goods for the whole time of its transport, including eventual storage upto the place of their delivery to the Buyer. The risk of damages passes to the Buyer by the Buyer´s take-over of the Goods at the place of delivery. The Seller is obliged to issue a delivery note for each delivery, containing at least the following data: Identification of the Seller and the Buyer, Delivery note number, Order number, Quantity and type of the Goods, including the Buyer’s Part Number if it is mentioned in the Order, Date of delivery, Seller’s stamp and signature. Title to the Goods passes to the Buyer upon due and timely delivery of the Goods to the Buyer's plant or in case a different delivery place has been specified in the Order, upon delivery of the Goods to the place specified in the Order. In case of delayed delivery of the Goods, the Seller is obliged to pay the contractual penalty to the Buyer for each day of delay amounting to 0.2% of the purchase price of the Goods (inclusive of VAT) that were not delivered to the Buyer pursuant to the Purchase Agreement. The right of the Buyer for compensation of loss caused by failure to supply the required quantity of Goods is not affected or limited by the present provision regarding the contracting penalty. The Buyer reserves the right to withdraw from any Order and not to pay for the Purchased Assets Goods if the Goods were not duly supplied in the agreed delivery term. The Buyer reserves the right to suspend or to refuse receipt of delivery at the time when its business activity is up to $516,000 payable as follows: disturbed especially by strikes, lock-outs or any events of any kind that are beyond the Buyer's control (a) $255,000 which shall be paid to Seller's legal counsel as escrow agent on force majeure). The Seller has no right for any compensation. If the date hereof and (b) up to $261,000 paid from Goods does not correspond with the amounts collected on accounts receivable outstanding respective description, specification or drawing specified in the Order at the time of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth herein. Promptly following the date hereofits delivery or afterwards, or if they were not supplies in time and duly, the Buyer reserves the right to refuse receipt of the Goods (withdraw from the agreement). At its own discretion the Buyer is entitled to: accept the whole delivery or its part; or refuse the whole delivery and require alternative delivery from the Seller or from any third party while in such a case the Seller is obliged to compensate the Buyer for any related costs. If the Buyer has to accept defective Goods due to lack of time and to carry out the repair by its own means, the Seller is obliged to compensate the Buyer for any related costs. All payments, transport costs or any fees paid by the Buyer in connection with repair of such defective Goods will be paid by the Seller to the Buyer without undue delay. Pursuant to the above mentioned the Seller shall jointly select agree that the Buyer is entitled to carry out the repair by its own means. All Goods must be delivered to the place specified in the Order, or in the present General Purchase Conditions. If the Goods have been incorrectly delivered to a mutually agreeable bank different place, the Seller will bear all expenses related to serve as an escrow agent delivery of the Goods to the respective delivery place. The Seller is not entitled to pass any rights or obligations arising from the Purchase Agreement/supply to a third party without Buyer’s prior written consent. Any Goods supplied according to the Buyer’s Order must be packed in accordance with its instructions. If the packing of the Goods is not further specified, the Seller is obliged to pack the Goods in such a way that sufficient protection against its damage is ensured and it enables handling the Goods at the same time. The Seller is obliged to state the Buyer’s Order number on the package. If the Seller is the producer of packages or packing materials, it has to provide the Buyer with written confirmation that it is included in the EKO-KOM system and that it pays fees for launching the packages (Declaration of Meeting the "Escrow Agent"Conditions for Launching a Package). At ClosingWeight of one packaging unit cannot exceed 15 kg. Unless specified in the Purchase Agreement otherwise, the Buyer is not obliged to pay any fee for the packages. Unless the contracting parties agree otherwise, any chargeable returnable package will not be paid for by the Buyer, but returned at the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory to the parties (the "Escrow Agreement")Seller's expenses. The Escrow Agreement shall provide, among other things, Seller is responsible for the establishment of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each defects of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of Goods caused during transportation even if the Buyer and took over the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following Goods at the delivery place. In case of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments supply of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notificationchemicals, the Seller has to ensure all documents required by valid legislation (up-to-date safety sheet, marking the package, etc.) and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute attach it to the Buyer all of the funds deposited in the Lock Box with respect to the New Receivables, and (ii) distribute to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such scheduledelivery.

Purchase Price. Subject At the Closing, upon the terms and subject to the adjustment set forth in Section 2.5 below, the purchase price for the Purchased Assets is up to $516,000 payable as follows: (a) $255,000 which shall be paid to Seller's legal counsel as escrow agent on the date hereof and (b) up to $261,000 paid from the amounts collected on accounts receivable outstanding at the time of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as conditions set forth herein. Promptly following , Buyer shall pay to Seller for the date hereofsale, transfer, assignment, conveyance and delivery of the Assets, the aggregate amount of Twenty Million Dollars ($20,000,000) (the “Purchase Price”) less the Escrow Amount and the Holdback Amount, by wire transfer of immediately available funds to an account designated by Seller and shall assume the Assumed Liabilities pursuant to this Agreement. The Purchase Price shall be allocated among the Assets in the manner required by Section 1060 of the Code and regulations thereunder. Buyer will provide the allocation to the Seller within thirty (30) calendar days after the Buyer receives the Closing Balance Sheet from the Seller. If Seller does not object to the allocation it shall be attached hereto as Exhibit B. If Seller disagrees with the allocation, Seller shall notify Buyer of such disagreement in writing specifying in detail the particulars of such disagreement within fifteen (15) business days after Seller’s receipt of the allocation. Buyer and Seller shall use their best efforts for a period of thirty (30) calendar days after Buyer’s delivery of such notice (or such longer period as Buyer and Seller shall mutually agree upon) to resolve any disagreements raised by Buyer with respect to the calculation of the allocation. If, at the end of such period, Buyer and Seller are unable to resolve such disagreements, PricewaterhouseCoopers LLP and Deloitte & Touche LLP, independent auditors of Seller and Buyer, respectively, shall jointly select a mutually agreeable bank third independent auditor of recognized national standing to serve as an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory to the parties (the "Escrow Agreement")resolve any remaining disagreements. The Escrow Agreement determination by such third independent auditor shall providebe final, among other things, for binding and conclusive on the establishment parties. Buyer and Seller shall use their best efforts to cause such third independent auditor to make its determination within thirty (30) calendar days of accepting its selection. Buyer and Seller agree to each prepare and file on a lock box account ("Lock Box") timely basis with the Escrow Agent Internal Revenue Service substantially identical initial and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along supplemental Internal Revenue Service Forms 8594 “Asset Acquisition Statements Under Section 1060” consistent with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New Receivables, and (ii) distribute to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such scheduleallocation.

Purchase Price. Subject The purchase price for Infinity Shares shall be composed of the Cash Portion of the Purchase Price, the Stock Portion of the Purchase Price and the Earned Payout Amount. The Buyer agrees to pay to the adjustment Sellers in the aggregate the sum of (i) $2,234,000 (to be increased dollar for dollar by the amount of the adjustment, if any, set forth in Section 2.5 below, the purchase price for the Purchased Assets is up to $516,000 payable as follows: (aSECTION 2(E)) $255,000 which shall be paid to Seller's legal counsel as escrow agent on the date hereof and (b) up to $261,000 paid from the amounts collected on accounts receivable outstanding at the time of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth herein. Promptly following the date hereof, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent in cash (the "Escrow AgentCASH PORTION OF THE PURCHASE PRICE"). At Closing, ; and (ii) $3,627,000 in the form of Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory to the parties 's Shares (the "Escrow Agreement"). The Escrow Agreement shall provide, among other things, for the establishment of a lock box account ("Lock BoxSTOCK PORTION OF THE PURCHASE PRICE") with equal to $3,627,000 divided by the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising ACG Market Price at Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined), all in exchange for the Infinity Shares to be purchased by Buyer pursuant to the terms hereof. Each The "ACG MARKET PRICE AT CLOSING" shall be $19.50. The Cash Portion of the Purchase Price shall be paid by Buyer and to Sellers at the Seller shall receive from the Escrow Agent copies of checks (or Closing by wire transfer statements) deposited along with any other information submitted in connection with each such paymentof immediately available funds to an account designated by Sellers on SCHEDULE 2(B). Joint authorization in writing signed by each The Stock Portion of the Purchase Price shall be issued by Buyer and to Sellers at the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following Closing by the delivery of stock certificates; PROVIDED that each Escrow StatementSeller enters into an equity purchase agreement in the form attached hereto as EXHIBIT A. The sum of the Cash Portion of the Purchase Price, the Buyer shall notify Stock Portion of the Seller Purchase Price and the Escrow Agent in writing (Earned Payout Amount shall be referred to as the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments PURCHASE PRICE." Each of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all Cash Portion of the funds deposited in the Lock Box with respect to the New Receivables, Purchase Price and (ii) distribute to the Seller forty two and one half percent (42.5%) Stock Portion of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables Purchase Price shall be used by allocated among Sellers in dollar amounts determined pro rata in accordance with the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such scheduleALLOCATION SCHEDULE.

Purchase Price. Subject to the adjustment set forth in Section 2.5 below, the (a) The aggregate purchase price (the "Purchase Price") for the Purchased Assets is up to shall be the sum of Thirty Million Eight Hundred Thousand Dollars $516,000 30,800,000, for all of the Purchased Assets other than Inventory, payable as provided below on the Closing Date, plus the amount determined as the value of all Inventory on hand as of the Effective Time, calculated and payable as provided below: The Purchase Price shall be payable as follows: (ai) $255,000 which 30,800,000 shall be paid to Seller's legal counsel as escrow agent on the date hereof Closing Date by wire transfer of immediately available funds to account(s) designated by Seller; and (bii) up to $261,000 paid from the amounts collected on accounts receivable outstanding at portion of the time of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as Purchase Price set forth hereinin Section 2.1 (a)(ii) above shall be paid promptly after final determination of the Closing Inventory Value as provided below in Section 2.1(c). Promptly following On the date hereofClosing Date, the Buyer and the Seller shall jointly select conduct a mutually agreeable bank physical inspection of the Inventory and prepare a list of the Inventory of the Business as of such date. As soon as possible after the Closing Date, but in any event within fifteen (15) business days thereafter, Buyer shall provide to serve as an escrow agent Seller a list of the Inventory and a valuation thereof at standard cost, determined and discounted, if applicable, in accordance with the Inventory Valuation Determination set forth on Schedule 2.1(c) hereto (the "Escrow AgentClosing Inventory Value"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory to the parties (the "Escrow Agreement"). The Escrow Agreement shall provide, among other things, for the establishment of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each of the Buyer and the Seller shall receive from the Escrow Agent copies have a period of checks ten (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (310) business days following the delivery receipt of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing such Closing Inventory Value (the "Buyer NotificationSeller Objection Period") as to whether the funds deposited in the Lock Box were payments notify Buyer of any disagreement with Buyer's valuation, and Buyer and Seller shall jointly endeavor to make a Closing Receivable or an account receivable from an account comprising mutually agreeable determination of the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery Inventory Value prior to the expiration of the Seller Objection Period. If Buyer Notificationand Seller agree on the Closing Inventory Value, the then Seller and the Buyer shall jointly instruct the Escrow Agent set forth their agreement in a writing signed by each writing, and Buyer shall pay such portion of the Buyer and the Seller to (i) distribute Purchase Price attributable to the Inventory promptly after the date of such mutually agreed written determination. If Seller and Buyer all of the funds deposited in the Lock Box with respect to the New Receivables, and (ii) distribute to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect disagree as to the Closing Receivables; provided however, that in no event shall Inventory Value and have not reached agreement prior to the expiration of the Seller Objection Period, then such disputed amount shall be entitled submitted to receive payment in excess PricewaterhouseCoopers for a final and binding determination of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock BoxClosing Inventory Value. The remaining funds deposited costs and expenses for the services of PricewaterhouseCoopers shall be borne by Seller and Buyer in the Lock Box with respect proportion to the Closing Receivables shall be used by the Buyer solely amount awarded to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit each party pursuant to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such scheduleaforesaid determination.

Purchase Price. Subject to the adjustment set forth mechanics for closing and as otherwise amended or reduced by the terms hereof, described in Section 2.5 Article 6 below and the prorations and adjustments described in Article 7 below, the purchase price (the “Purchase Price”) for the Purchased Assets is up Property shall be an aggregate ONE HUNDRED TWENTY-THREE MILLION EIGHT HUNDRED NINETY-TWO THOUSAND DOLLARS ($123,892,000), the allocated portion of which shall be paid by Purchaser to $516,000 payable Seller by federal funds wire transfer on or prior to 2:00 P.M. (Florida time) on the Closing Date or the Villa Tuscany Closing Date as applicable. If all conditions to Purchaser’s obligation to close have been satisfied, but Seller does not receive the net sales proceeds credited to its account by 3:00 P.M. (Florida time) on the Closing Date or the Villa Tuscany Closing Date, as applicable, then prorations and adjustments will made as of 11:59 P.M. (Florida time) on the Closing Date and the Villa Tuscany Closing Date, as applicable. The Purchase Price shall, for purposes of title insurance, brokerage, documentary stamp tax, transfer tax and other closing matters, be allocated among the Apartment Complexes and the Shopping Center as follows: (a) Vista Grande, $255,000 which shall be paid to Seller's legal counsel as escrow agent on 45,000,000 (the date hereof and “Vista Grande Purchase Price”); (b) up to Deerwood Village, $261,000 paid from the amounts collected on accounts receivable outstanding at the time of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth herein. Promptly following the date hereof, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent 32,892,000 (the "Escrow Agent"“Deerwood Village Purchase Price”); (c) Midway Mxxxx, $6,000,000 (the “Midway Mxxxx Purchase Price”); and (d) Villa Tuscany, $40,000,000 (the “Villa Tuscany Purchase Price”). At Closing, Purchaser shall receive a credit against the Buyer, portion of the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory to the parties (the "Escrow Agreement"). The Escrow Agreement shall provide, among other things, Purchase Price payable for the establishment of a lock box account ("Lock Box") with Villa Tuscany Apartment Complex and/or the Escrow Agent and provisions memorializing Deerwood Village Apartment Complex and/or the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (Vista Grande Apartment Complex, as hereinafter defined). Each of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accountsapplicable, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller equal to (i) distribute to the Buyer all principal balance of the funds deposited in Existing Loans assumed by Purchaser on the Lock Box with respect to the New Receivablesapplicable Closing Date, and or (ii) distribute the principal balance of the Existing Loans repaid by Purchaser, plus any default interest, late charges or other costs or amounts paid by Purchaser to cure any defaults existing under the Existing Loans immediately prior to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such scheduleprepayment thereof.

Purchase Price. Subject to the adjustment set forth in Section 2.5 below, the The purchase price for of the Purchased Assets is up to $516,000 payable as follows: (a) $255,000 which Product shall be paid to Seller's legal counsel as escrow agent on the date hereof and (b) up to $261,000 paid from the amounts collected on accounts receivable outstanding at the time of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth hereinon Exhibit C. The Customer agrees that Sudormed may change the price at any time and from time to time, provided, however, that any price change shall be due to changes in Sudormed's direct Product costs. Promptly following Sudormed shall provide to the date hereofCustomer such documents confirming any cost increases as shall reasonably be requested from time to time by the Customer. In the event that any such price change is such that the business relationship between the parties is not beneficial economically, then the parties agree to negotiate the price and, if a new price cannot be mutually agreed upon, the Buyer Customer may either accept such price change as announced by Sudormed or terminate the relationship by giving Sudormed written notice of such termination within thirty (30) days of the announcement of such change, which termination shall be effective upon the expiration of such thirty (30) day period. In addition, in the event any Product is approved for use as an over-the-counter ("OTC") product, Customer and Sudormed shall mutually evaluate appropriate modifications to the Minimum Quantities set forth on Exhibit B and the Seller prices set forth on Exhibit C. In the event Sudormed's supplier of Product reduces its price charged to Sudormed, then Sudormed shall jointly select a mutually agreeable bank equally reduce the price payable by Customer to serve as an escrow agent (the "Escrow Agent")Sudormed. At ClosingIn addition, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory should Customer request any changes to the parties (the "Escrow Agreement"). The Escrow Agreement Product, including without limitation, any changes required for new indications or regulatory compliance, Sudormed shall provide, among other things, for the establishment inform Customer of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited any non-recurring costs in the Lock Box with respect to the New Receivablesimplementing such change, and (ii) distribute any recurring incremental change in Sudormed's direct Product costs. If Customer elects to proceed with such change, Customer shall reimburse Sudormed the non-recurring costs, as invoiced by Sudormed, and the Product price, as set forth on Exhibit C, shall be amended to reflect such incremental cost changes. In addition to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided howeverforegoing price, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables Customer shall be used by the Buyer solely to repay in full all responsible for and pay or reimburse Sudormed for any sales or use tax which may be imposed on any sale of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such scheduleProduct under this Agreement.

Purchase Price. Subject to the adjustment set forth in Section 2.5 below, the The purchase price for Legacy Shares -------------- shall be composed of the Purchased Assets Cash Equivalent Portion of the Purchase Price, the Stock Portion of the Purchase Price and the Earned Payout Amount. The Buyer agrees to pay to the Sellers at the Closing the sum of $2,770,000 (to be reduced dollar for dollar by the sum of the payments made by Legacy to cancel and exchange the stock options described in Section 5(i)) in promissory notes (the "CASH EQUIVALENT PORTION OF THE PURCHASE PRICE") and 538,333 Buyer's Shares valued at $6.00 per share (the "STOCK PORTION OF THE PURCHASE PRICE") in exchange for the Legacy Shares. The Cash Equivalent Portion of the Purchase Price shall be issued by Buyer and payable to Sellers at the Closing by delivery of promissory notes in the form of and pursuant to the terms of Exhibit A-1 attached hereto in the amounts set forth on the Allocation Schedule; provided, ------------------- however, that each Seller enters into a Purchase Price Adjustment Agreement in the form attached hereto as Exhibit C. The Stock Portion of the Purchase Price shall be issued by Buyer to Sellers at the Closing by the delivery of Buyer's Shares in accordance with the Allocation Schedule; provided, that each Seller ------------------- enters into a Stock Pledge Agreement in the form attached hereto as Exhibit D --------- hereto. The sum of the Cash Equivalent Portion of the Purchase Price, the Stock Portion of the Purchase Price and the Earned Payout Amount shall be referred to as the "PURCHASE PRICE." Each of (i) the Cash Equivalent Portion of the Purchase Price and (ii) the Stock Portion of the Purchase Price shall be allocated among Sellers as set forth on the Allocation Schedule. If, but only if, an Initial ------------------- Public Offering is up to $516,000 payable not completed on or before May 1, 2000, each of the Buyer's Shares issued as follows: the Stock Portion of the Purchase Price (awhether or not such Buyer's Shares are pledged in accordance with the Pledge Agreement) $255,000 will be exchangeable, at the holder's option, into a promissory note, the face amount of which shall be paid equal to Sellerthe number of Buyer's legal counsel Shares exchanged by such holder multiplied by 6.0 and such note shall be issued in the form of the promissory note attached hereto as escrow agent on the date hereof Exhibit A-2; provided, that such election to exchange ----------- must be made no later than May 15, 2000 and (b) up to $261,000 paid from the amounts collected on accounts receivable outstanding Buyer shall effect such exchange promptly after such election; provided, further that, if at the time of closing (including future accounts receivable related such exchange, any Buyer's Shares are pledged as collateral pursuant to Open Orders) ("Closing Receivables") as set forth herein. Promptly following the date hereof, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory to the parties (the "Escrow Agreement"). The Escrow Seller's Purchase Price Adjustment Agreement shall provide, among other things, for the establishment of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments form attached hereto as Exhibit C the --------- required portion of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller such note shall continue to be held as Pledged Collateral under his Purchase Price Adjustment Agreement and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited under his Pledge Agreement in the Lock Box with respect to the New Receivables, and (ii) distribute to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties form attached hereto as specified in such schedule.Exhibit D. ---------

Purchase Price. Subject Buyer agrees to buy the adjustment set forth in Section 2.5 below, the purchase price Home and Additional Improvements from Seller for the Purchased Assets Purchase Price as described on this Schedule B. Purchase Price $ Additional Improvements & Accessories Survey $ Set-Up & Delivery Costs $ Permits $ Foundation $ Plumbing $ Electrical Work $ Well $ Septic $ Heat Pump $ Driveway $ Deck/Porch $ Garage $ Landscaping $ Other $ Other $ TOTAL PURCHASE PRICE $ SCHEDULE C PAYMENT OF PURCHASE PRICE The Schedule for Payment of the Purchase Price is up to $516,000 payable as follows: (a) $255,000 which $ Deposit, payable upon signing of this Agreement. The Deposit shall be paid applied to Seller's legal counsel as escrow agent the Purchase Price at Closing. The Deposit may be used by Seller and is otherwise non- refundable unless Seller defaults on the date hereof and (b) up to $261,000 paid its obligations under this Agreement. $ Payable upon issuance of necessary building permits. $ Payable in monthly installments from the amounts collected on accounts receivable outstanding Buyer’s funds or construction loan as construction progresses. $ Other Payment $ Other Payment $ Balance of the Purchase Price payable at the time closing prior to Buyer’s occupancy. $ TOTAL PURCHASE PRICE SCHEDULE D ARBITRATION AGREEMENT All claims, disputes, and controversies arising out of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth herein. Promptly following the date hereof, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement or relating in form and substance satisfactory any way to the parties (sale, purchase, design, manufacture, construction, delivery, installation, repair, servicing, providing of improvements to any real property where the "Escrow Agreement"). The Escrow Agreement shall provideHome is to be placed, among other things, for the establishment of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each occupancy of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (Home, any goods, services or wire transfer statements) deposited along with any other information submitted insurance products offered or sold in connection with each the Agreement, or arising out of the financing of the Home, related personal property and services (and including any acquisition of real property where the Home is to be placed), including, but not limited to, any negotiations between the parties or any relationship that results from any of the foregoing, including claims for equitable relief or claims based on contract, tort, statute, warranty, or any alleged breach of contract, negligence, fraud, misrepresentation, suppression of fact, or inducement, will to the fullest extent permitted by law be resolved by binding arbitration administered according to the Revised Uniform Arbitration Act of North Carolina (the “Act”). Arbitration may be initiated by any party by sending written notice of its intention to arbitrate (“Notice”) to Seller through its registered agent and to Buyer at Buyer’s last known address. The Notice will contain a description of the claim, dispute, or controversy and the remedy requested. In no event may any demand for arbitration be made after the date when the institution of a legal or equitable proceeding based on the claim, dispute or controversy in question would be barred the applicable statute of limitations or laches. For any claim requesting relief or an award of $100,000 or more, the arbitration will be conducted before a panel of three independent and impartial arbitrators selected pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Unless otherwise mutually agreed, such paymentarbitrators shall be lawyers licensed in North Carolina, with five or more year’s experience both in the practice of Commercial Law and in conducting arbitrations. Joint authorization For any other claim, the arbitration will be conducted by one independent and impartial arbitrator selected by mutual agreement of Buyer and Seller. If the parties cannot agree on an arbitrator, either party may apply to court for an order appointing an independent arbitrator. The Arbitrator will deliver the decision or award in writing signed by each with a summary of the reasons for the decision or award, and the decision or award shall be final and binding on all parties, their successors and assigns. In an appropriate case, the arbitrator may grant a motion to dismiss the claim or a motion for summary disposition of the claim. Judgment on the decision or award may be entered by any court having jurisdiction. Fees and costs of the arbitration shall be shared equally by Buyer and Seller. Notwithstanding the Seller will be required before terms of this agreement, action by any funds can be released from the Lock Box. The Escrow Agent shall deliver person, firm or corporation to each take possession of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names or to sell or otherwise transfer ownership of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute title to the Buyer all Home, or of the funds deposited in the Lock Box with respect to the New Receivablesany related real or personal property or possessions, and (ii) distribute to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive as collateral securing payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used or performance by the Buyer solely under the Agreement, or as allowed by any financing for such purchase (including without limitation the exercise of any rights under any mortgage, deed of trust, or security agreement, with or without judicial process, or obtaining a writ of attachment, seizure, or sequestration) shall not be subject to repay this Agreement. Any challenges to the validity or enforceability of this Agreement shall be determined by arbitration in full all accordance with the provisions of the accounts payable reflected on Revised Uniform Arbitration Act of North Carolina. This Agreement shall be governed by the Balance Sheet until construed and enforced in accordance with the Lock Box Termination Date. The Buyer shall submit laws of North Carolina without regard to the Seller a schedule any choice of invoices included governing law contained in the Assumed Liabilities to be paid and copies Agreement. If any term or provision of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedulethis Agreement is unenforceable, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each enforceability of the Buyer remaining terms and the Seller to distribute the amounts to the parties as specified in such scheduleprovisions hereof shall not be affected thereby.

Purchase Price. Subject The purchase price (the "Purchase Price") to be paid for the adjustment Property shall be the price set forth in Section 2.5 belowthe Notice, if written notice of acceptance of such price is received by Purchaser from Seller within five (5) days of receipt of Seller's receipt of the Notice. If Seller does not accept the Purchase Price set forth in the Notice, the purchase price for the Purchased Assets is up to $516,000 payable Purchase Price shall be determined as follows: Upon the expiration of the five (a5) $255,000 which shall be paid to day period commencing upon Seller's legal counsel as escrow agent on receipt of the date hereof and Notice, (b) up to $261,000 paid from or earlier if Seller rejects the amounts collected on accounts receivable outstanding at the time of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as price set forth herein. Promptly following in the date hereof, the Buyer and the Seller Notice by written notice to Purchaser) Purchaser shall jointly select a mutually agreeable bank to serve as an escrow agent appraiser (the "Escrow AgentPurchaser's Appraiser"). At Closing, the Buyer, the ) and Seller and the Escrow Agent shall enter into select an escrow agreement in form and substance satisfactory to the parties appraiser (the "Escrow AgreementSeller's Appraiser"). The Escrow Agreement shall provide, among other things, for the establishment of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New Receivables, and (ii) distribute to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following after the appointment of the two appraisers, the Purchaser's Appraiser and the Seller's receipt Appraiser shall 91 select a third appraiser (the "Third Appraiser"). Each appraiser shall be a qualified independent appraiser. The appraisers will not take into account any right of each such scheduleegress or ingress, or the Seller and leases on the Buyer shall authorize the Escrow Agent in a writing signed by each Property. Each of the Buyer appraisers shall submit to Purchaser and Seller a determination of the fair market value of the property within thirty (30) days of the date of selecting the Third Appraiser. The fair market value determinations of the two appraisers submitted to the Purchaser and the Seller to distribute which are closest in value shall be averaged, provided that if the amounts to appraisals are equidistant, all three appraisals shall be averaged. Such average will, absent fraudulent collusion, constitute the parties as specified fair market value of the property and shall be final and binding upon the Purchaser and the Seller, free of challenge or review in any court. All costs associated with such scheduleappraisal process shall be borne fifty percent (50%) by the Purchaser and fifty percent (50%) by Queen Carpet Corporation. THE OPTION PAYMENT SHALL BE NON-REFUNDABLE AND SHALL NOT BE APPLIED TOWARD PAYMENT OF THE PURCHASE PRICE.

Purchase Price. Subject to the adjustment set forth in Section 2.5 below, the The purchase price (the "Purchase Price") for each Receivable shall be the Purchased Assets is up to $516,000 payable as follows: (a) $255,000 which outstanding principal amount of the Receivable on the Closing Date. The Purchase Price shall be paid by the Purchaser to Seller's legal counsel as escrow agent the Seller in immediately available funds on the date hereof Closing Date. In addition, on and (b) up to $261,000 paid from after the amounts collected on accounts receivable outstanding at the time of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth herein. Promptly following the date hereof, the Buyer and Date the Seller shall jointly select be entitled to a mutually agreeable bank to serve as an escrow agent deferred purchase price (the "Escrow AgentDeferred Purchase Price"). At Closing, ) payable in arrears on the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory 25th business day of each month equal to the parties (the "Escrow Agreement"). The Escrow Agreement shall provide, among other things, for the establishment of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All aggregate remaining cash collections from holders of accounts comprising Closing the Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of previous calendar month (each a Closing Receivable or an account receivable from an account comprising "Remittance Period," provided that the first Remittance Period shall commence on the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3Date and end on July 31, 1999) following delivery after payment to the Purchaser of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer greater of (A) all principal collected in respect of the funds deposited Receivables during the Remittance Period or (B) all scheduled principal payments due to be paid in respect of the Lock Box with respect to Receivables during the New Receivables, Remittance Period and (ii) distribute interest accrued on the outstanding principal balance of the Receivables during the Remittance Period at a rate equal to the LIBOR Rate plus 180 basis points (the "Pass-through Rate") (the foregoing required payment to the Purchaser on each Remittance Date is referred to herein as the "Required Monthly Payment"). As used herein "LIBOR Rate" shall mean the rate published in The Wall Street Journal under "Money Rates" (or if such publication shall cease to publish such rate, then the rate published in such other nationally recognized publication as the Purchaser may from time to time specify) as the average of the interbank offered rates for U.S. Dollar deposits in the London interbank market for a term of 90 days, based on quotations at 5 major banks. The LIBOR Rate for each day of a Remittance Period shall be the rate so published on the first business day of such Remittance Period. Payment to LFC of the Deferred Purchase Price on any Remittance Date shall be subordinate to the payment to the Purchaser of the Required Monthly Payment on such Remittance Date. In the event collections on the Receivables during any Remittance Period are insufficient to pay the Required Monthly Payment on the related Remittance Date after giving effect to the subordination of the Deferred Purchase Price, the Seller shall advance such shortfall to the Purchaser. Any such advance shall be reimbursed to the Seller forty two and one half percent (42.5%) on subsequent Remittance Dates prior to payment of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected Required Monthly Payment on the Balance Sheet until the Lock Box Termination such Remittance Date. The Buyer Seller's repurchase obligation in Paragraph 7 hereof shall submit be reduced to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies extent of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such scheduleunreimbursed advances.

Purchase Price. Subject to The purchase price (the adjustment set forth in Section 2.5 below, “Data Purchase Price”) for the Data is Twenty Million Dollars ($20,000,000) and the purchase price for the Purchased Assets Assets, except for the Data (the “Properties Purchase Price”) is up Eighty Million and Dollars ($80,000,000). The Data Purchase Price and the Properties Purchase Price are hereinafter sometimes referred to $516,000 payable collectively as follows: the “Total Purchase Price”. The recipients of the Data Purchase Price and the Properties Purchase Price are as set forth in Schedule 3.1 to this Agreement. The Parties agree the Properties Purchase Price shall be adjusted (a) $255,000 which shall at Closing, with such adjustments to be paid reflected in the Preliminary Settlement Statement to Seller's legal counsel as escrow agent on the date hereof be delivered at Closing, and (b) up within the time prescribed in Section 9.1 below, with such adjustments to $261,000 be reflected in the Final Settlement Statement (the Properties Purchase Price as adjusted is herein sometimes refrrred to as the “Adjusted Properties Purchase Price”. Any such adjustment made to the Properties Purchase Price shall be made in conformity with Section 3.2 below. The Data Purchase Price and the Adjusted Properties Purchase Price (which two prices, when added together, are hereinafter sometimes referred to as the “Adjusted Total Purchase Price) set forth in the Preliminary Settlement Statement shall be paid from at Closing in cash or by direct bank or wire transfer in same day funds. Buyer shall have discharged its obligation to Seller concerning the amounts collected on accounts receivable outstanding payment of the Adjusted Total Purchase Price upon its disbursement thereof to Seller in accordance with instructions set forth in the Preliminary Settlement Statement, and Buyer shall have no obligation or liability concerning the further distribution of the Adjusted Total Purchase Price beyond Seller. The Parties further agree and understand that payment of the full amount of the Data Purchase Price is subject to the following conditions: (i) Buyer shall not be obligated to delver full amount of the Data Purchase Price to Seller at the time of closing Closing unless and until Buyer receives title to all of the 56% WI and of the XXX involved, (including future accounts receivable related ii) if and to Open Ordersthe extent that Buyer does not receive at Closing title to all of the 56% WI and of the XXX involved, at the time of Closing, a portion of the Data Purchase Price (as herein determined) shall be deposited with LaSalle Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, with its principal office in Chicago, Illinois ("Closing Receivables"the “Escrow Agent”) pursuant to an Escrow Agreement in the form as set forth herein. Promptly following attached hereto as Schedule 3.1A, (iii) the date hereof, portion of the Buyer Data Purchase Price to be placed into escrow with the Escrow Agent (the “Escrow Amount”) shall be a percentage amount of the Data Purchase Price as shall be equal to the percentage amount of the 56% WI and the Seller shall jointly select a mutually agreeable bank XXX not acquired by Buyer at Closing based upon the allocation schedule included as part of Exhibit “C” hereto (for example: if the Properties Purchase Price for the entire amount of the 56% WI and of the XXX involved equals $50,000,000, and if only $25,000,000 thereof is actually payable to serve as an escrow agent (the "Escrow Agent"). At Third Party Owners at Closing, then and in such event the Buyer, percentage amount of the Seller and Data Purchase Price to be placed into escrow with the Escrow Agent shall enter into an escrow agreement in form be fifty percent (50%), and substance satisfactory thus the Escrow Amount would be $10,0000,000; 50% of $20,000,0000), (iv) if and to the parties extent that Buyer succeeds in purchasing, subsequent to Closing, any of 56% WI or XXX involved, the premium paid to the owners of the 56% WI or XXX purchased [the premium is the amount in excess of the portion of the Properties Purchase Price herein allocated to the Assets (the "Escrow Agreement"). The Escrow Agreement shall provide, among other things, except for the establishment of a lock box account ("Lock Box"Data) with being purchased] shall be deducted from the Escrow Amount and shall be promptly paid by the Escrow Agent to Buyer, and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (v) at such time as hereinafter defined). Each Buyer acquires title to all of the Buyer 56% WI and XXX involved, the Seller balance of the Escrow Amount shall receive from then be promptly paid by the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New Receivables, and (ii) distribute to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such schedule.

Purchase Price. Subject On the first Business Day following the Agreement Date, Purchaser shall pay Seller an amount (the “Deposit”) equal to the adjustment set forth product of (i) $11,453,605 and (ii) Current Excess Servicing Spread Percentage, without any of the adjustments provided in Section 2.5 belowthe Purchase and Sale Agreement for such calculation, as an xxxxxxx money deposit. In full consideration for the purchase price of the Current Excess Servicing Spread and the rights under the Future Spread Agreement for FHLMC Mortgage Loans, and upon the terms and conditions of this Agreement, Purchaser shall pay to Seller an amount (the “Base Purchase Price“) equal to the product of (x) the aggregate outstanding principal balance of the Mortgage Loans as of the Cut-Off Date, (y) the Purchase Price Percentage and (z) the Current Excess Servicing Spread Percentage. The Base Purchase Price shall be allocated by the Parties on the Sale Date to reflect the consideration for the Purchased Assets is up purchase of the Current Excess Servicing Spread hereunder (the “Purchase Price”) and the consideration for the rights acquired by Purchaser under the Future Spread Agreement for FHLMC Mortgage Loans. The Base Purchase Price shall be payable by the Purchaser to $516,000 payable the Seller as follows: (a) $255,000 which the Deposit shall be payable on the first Business Day following the Agreement Date, (b) 50% of the estimated Base Purchase Price net of the Deposit shall be payable on the Sale Date and (c) the portion of the Base Purchase Price that has not been paid to Seller by Purchaser as of such date, including with respect to Mortgage Loans that have prepaid between the Sale Date and the Servicing Transfer Date, plus interest thereon at the Federal Funds Rate for the period from the Sale Date to the Servicing Transfer Date shall be payable on the Servicing Transfer Date. The Seller shall deliver the Schedule of Mortgage Loans no later ten (10) Business Days after the Sale Date. In the event there is an adjustment and reconciliation of the Seller’s purchase price pursuant to the terms of Section 3.01(d) of the Purchase and Sale Agreement, the Base Purchase Price shall be subject to a corresponding adjustment and any adjustment amounts (including interest) shall be paid to by the Purchaser or the Seller's legal counsel , as escrow agent on the date hereof and (b) up to $261,000 paid from the amounts collected on accounts receivable outstanding at the time of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth herein. Promptly following the date hereofapplicable, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory to the parties other party within ten (the "Escrow Agreement"). The Escrow Agreement shall provide, among other things, for the establishment of a lock box account ("Lock Box"10) with the Escrow Agent and provisions memorializing the following agreement. All collections Business Days from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New Receivables, and (ii) distribute to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each satisfactory written verification of the Buyer and the Seller to distribute the amounts to the parties as specified in such scheduledue.

Purchase Price. Subject to The Mortgage Loans are being sold and purchased at par, plus the adjustment set forth in Section 2.5 below, accrued interest as of the purchase price for Closing Date at the Purchased Assets is up to $516,000 payable as follows: (a) $255,000 which shall be paid to Seller's legal counsel as escrow agent Mortgage Interest Rate on the date hereof and unpaid principal balance of each Mortgage Loan from (bbut not including) up to $261,000 paid from the amounts collected on accounts receivable outstanding at the time of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth herein. Promptly following the date hereof, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent")last paid-through date. At Closing, the BuyerPurchaser shall (or shall cause Purchaser’s Mortgage Loan Subsidiary, as applicable, to) pay to Seller (or, as may be directed by Seller, to Seller’s Mortgage Loan Subsidiary), by wire transfer of immediately available funds, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory to the parties (the "Escrow Agreement")Purchase Price. The Escrow Agreement shall providePurchaser (or Purchaser’s Mortgage Loan Subsidiary, among as applicable) shall, from and after the Closing, (A) own and be entitled to receive with respect to each Mortgage Loan purchased, (i) all principal payments collected after the Closing Date, (ii) all other thingsrecoveries of principal collected after the Closing Date, (iii) all payments of interest on the principal balance of the Mortgage Loans collected following the Closing Date, (iv) all Prepayment Charges that Purchaser is entitled to under the related Mortgage Loan Documents (but, for the establishment avoidance of a lock box account doubt, subject to the rights of Seller hereunder to the Retained Exit Fees), and ("Lock Box"v) with the Escrow Agent all right, title and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each interest of the Buyer Lender in any related reserves, impounds or escrows under the related Mortgage Loan as of the Closing Date, and (B) be obligated to make all Future Fundings which may be provided for pursuant to any of the Mortgage Loan Documents. Upon the conveyance of the Mortgage Loans hereunder, Seller shall receive from relinquish its rights as Lender under the Escrow Agent copies Mortgage Loans (but, for the avoidance of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accountsdoubt, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute subject to the Buyer all rights of the funds deposited in the Lock Box Seller hereunder with respect to the New Receivables, Retained Interests) and (ii) distribute be released from its obligations as Lender under the Loan Documents and to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such scheduleMortgage Loans.

Purchase Price. Subject to the adjustment The Purchase Price set forth in Section 2.5 belowExhibit A shall be valid for Purchase Term. The parties agree to meet from time to time, but not less than every six (6) months, to review the Purchase Price as it relates, to market conditions. At that time the parties, if market conditions so require, shall negotiate in good faith an adjustment to the Purchase Price. If at any time during the Purchase Term, the purchase price for any of the Purchased Assets Products generally charged to other clients of Lannett is lower than the then current Purchase Price, then Lannett shall immediately make available this lower price to ________ and adjust the Purchase Price in Exhibit A, including the price for purchases for which a purchase order has already been issued by ________ in accordance with Section 2.3 hereof. If at any time during the Purchase Term, Lannett increases the price generally charged to other clients and ________ for any of the Products and such price is higher than the then current Purchase Price, then Lannett shall promptly notify _______ of such increase. If _______ does not accept such increase, then the parties shall negotiate in good faith for up to $516,000 payable as follows: thirty (a30) $255,000 which shall be paid to Seller's legal counsel as escrow agent on days from the date hereof and ________ gives notice, to arrive at a mutually acceptable Purchase Price. If, during such thirty (b30) up to $261,000 paid from day period the amounts collected parties agree on accounts receivable outstanding a mutually acceptable Purchase Price then Lannett shall adjust the Purchase Price in Exhibit A. If at the time end of closing such thirty (including future accounts receivable related to Open Orders30) ("Closing Receivables") as set forth herein. Promptly following the date hereof, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory to day period the parties (the "Escrow Agreement")have not reached agreement, ________, at its option, may amend Exhibit A to exclude such Product and shall cease to have obligations to purchase such Product. The Escrow Agreement shall provide, among other things, for the establishment of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver From time to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New Receivables, and (ii) distribute to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to time the parties as specified in such schedulemay agree to adjust the Purchase Price through a rebate or other similar mechanism to accommodate promotions or other sales incentive given by __________ to its clients.

Purchase Price. Subject In consideration of the sale of -------------- Receivables by the Seller to BSF pursuant to this Agreement, BSF shall pay to Seller, on the Closing Date and each Business Day thereafter, a Purchase Price for all Receivables first booked on such Business Day (or, in the case of the purchase on the Closing Date, all outstanding Receivables) in an amount equal to the adjustment set forth outstanding face amount of all such Receivables which the Seller has certified meet the Eligibility Criteria, less adjustments for (i) an interest component, taking into account the maturity of such Receivables, (ii) an amount representing the historical losses on similar Receivables and (iii) an amount representing a servicing fee, such Purchase Price to be calculated in Section 2.5 below, accordance with Appendix I hereto. The parties hereto represent that the purchase Purchase Price so calculated constitutes and represents an arm's-length fair market value price for the Purchased Assets is up Receivables sold. Receivables transferred from the Seller to $516,000 payable as follows: (a) $255,000 BSF which shall be paid to Seller's legal counsel as escrow agent do not meet the Eligibility Criteria on the date hereof and (b) up of transfer shall be deemed contributed to $261,000 paid from the amounts collected on accounts receivable outstanding at capital of BSF. At the time request of closing (including future accounts receivable related the Seller, BSF agrees to Open Orders) ("Closing Receivables") cause the Buyers to make Incremental Purchases pursuant to the Receivables Purchase Agreement which Purchase Price for such Incremental Purchase shall be payable in Dollars or the issuance of Letters of Credit as set forth hereinbelow. Promptly following The Purchase Price for each Receivable shall, be payable (x) to the date hereofextent of cash available to BSF, in Dollars (or in the Buyer case of the purchase of Receivables outstanding on the Closing Date, by crediting BSC with a capital contribution of $37,240,000 (which capital contribution may be in the form of Receivables)) or (y) to the extent cash is not so available, by a deemed advance under the BSC Note. In addition, at the request of the Seller, BSF agrees to procure the issuance of Letters of Credit pursuant to the Receivables Purchase Agreement, such Letters of Credit to be as specified by BSC. The amount of any drawing under any Letter of Credit shall be credited against the outstanding balance under the BSC Note, and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (amount of Letter of Credit Fees paid under the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory to the parties (the "Escrow Agreement"). The Escrow Receivables Purchase Agreement shall provide, among other things, for be credited against interest accruing under the establishment of a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New Receivables, and (ii) distribute to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such scheduleBSC Note.

Purchase Price. Subject to the adjustment set forth in Section 2.5 below, the The purchase price for the Purchased Assets is up purchase of an interest in the Partnership or a portion thereof pursuant to $516,000 payable Section 8.2 (the “Purchase Price”) shall be determined as follows: In the case of a purchase of all or a portion of an interest in the Partnership pursuant to this Section 8.2, the Purchase Price shall be an amount equal to the aggregate fair market value, as of the date of the exercise of the option to purchase such interest or such portion, of the interests of all persons in the Partnership multiplied by the Percentage Interest attributable to the interest in the Partnership or portion thereof being purchased. The aggregate fair market value of the interests of all persons in the Partnership shall be determined by an investment banking firm of recognized national standing designated by the Selling Partner in a notice to the Purchasing Partner(s) at least forty-five days prior to the Closing (aas defined in Section 8.2(d)). Such investment banking firm shall not have any financial interest in the magnitude of the Purchase Price or any past or present relationship with the Partnership or the Selling Partner that would tend to affect the determination of such fair market value. Neither any business relationship of an investment banking film with the Partnership or the Selling Partner more than three years prior to such designation nor the membership (other than as manager or co-manager) $255,000 of an investment banking firm in a syndicate formed to sell securities of the Partnership or the Selling Partner nor the use by the Partnership or the Selling Partner of the services of an investment banking firm as a broker shall be deemed a relationship that would tend to affect the determination of such fair market value. The investment banking firm that determines such fair market value shall be afforded such access to the records and properties of the Partnership as it may reasonably request by notice to the General Partner (which notice need not be in writing) in order to make its determination. Such firm shall notify each Partner of the aggregate fair market value of the interests of all persons in the Partnership in writing at least ten days prior to the Closing. The fees and expenses of such firm for determining such fair market value shall be paid by the Partners, each Partner paying that percentage of such fees and expenses equal to Seller's legal counsel its Percentage Interest. Except as escrow agent on otherwise provided in Section 8.2(e), the date hereof and (b) up to $261,000 Purchase Price shall be paid from the amounts collected on accounts receivable outstanding at the time Closing by cashier’s check or wire transfer of closing (including future accounts receivable related immediately available funds. During the period between the exercise of the option by the Purchasing Partner(s) to Open Orders) ("Closing Receivables") as set forth herein. Promptly following purchase the date hereof, Selling Partner’s interest in the Buyer Partnership and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent Selling Partner shall enter into an escrow agreement in form and substance satisfactory continue to the parties (the "Escrow Agreement"). The Escrow Agreement shall provide, among other things, for the establishment of be a lock box account ("Lock Box") with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each Partner of the Buyer Partnership and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New Receivables, and (ii) distribute to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment distributions and allocations pursuant to this Agreement in excess accordance with the Selling Partner’s Percentage Interest, but the Purchasing Partner(s) shall otherwise have all the rights, powers, duties and obligations of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box Selling Partner, including with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such scheduleAdditional Capital Contributions.

Purchase Price. Subject Merial shall pay to the adjustment set forth in Section 2.5 belowAspenBio an amount equal to 33% of Invoiced Sales Price, the purchase price which, for the Purchased Assets is up to $516,000 payable purposes of this Agreement, shall mean, as follows: applicable, either (a) $255,000 which shall be paid to Seller's legal counsel as escrow agent for Product sold by Merial distributors, the gross price listed on the date hereof and invoice, before rebates, credits, discounts or other deductions, or (b) up for direct sales by Merial (meaning sales using distribution channels other than a third party distributor) to $261,000 paid veterinary clinic customers, the net invoice price on which Merial bills and seeks collection from the amounts collected on accounts receivable outstanding at the time of closing (including future accounts receivable related to Open Orders) such customers ("Closing Receivables") as set forth herein. Promptly following the date hereof, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory to the parties (the "Escrow AgreementPurchase Price"). The Escrow Agreement minimum Purchase Price in the United States shall provide, among other things, for the establishment be [*] per unit of a lock box account ("Lock Box") with the Escrow Agent Product and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each outside of the Buyer and United States shall be [*] per unit of Product; provided, however, if a Competing Technology is introduced in the Seller shall receive United States, then from that date through the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each end of the Buyer and Term the Seller minimum Purchase Price will no longer be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements applicable (the "Escrow StatementsFluctuating Minimum Purchase Price Period") detailing ). During the names Fluctuating Minimum Purchase Price Period, Merial shall provide to AspenBio within 45 days after the close of each quarter a report of the accounts, average Purchase Price (calculated under this Section 5.2 from sales in all countries using foreign currency conversion rates as of the amount paid, time such conversions are determined for Merial's internal accounting purposes) for the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing most recently completed quarter (the "Buyer NotificationTrailing Average Purchase Price") as to whether covered by the funds deposited in report. If after the Lock Box were payments beginning of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing Fluctuating Minimum Purchase Price Period the Trailing Average Purchase Price is less than [*] per unit of Product (a "New ReceivableLow Purchase Price")) for any two successive calendar quarters, then AspenBio may, at its option, terminate this Agreement by written notice within 45 days of receiving any report referenced in the preceding sentence that discloses the second successive calendar quarter of a Low Purchase Price. Within three business days If AspenBio elects to terminate this Agreement pursuant to this Section 5.2 within 3 years after the Launch Date, then AspenBio shall pay to Merial all monies paid by Merial to AspenBio under Section 5.1 on a prorata basis according to the following formula: (3The amounts paid by Merial under Section 5.1) times the following delivery ratio: (number of months remaining until 36 months after the initial Launch Date) divided by 36 months. AspenBio shall pay such monies pursuant to a promissory note (to be negotiated by the parties in good faith) at the prevailing interest rate on a monthly basis in equal installments over the time remaining of the Buyer Notification3 year period after the Launch Date. During the Fluctuating Minimum Purchase Price Period, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New Receivables, and (ii) distribute to the Seller forty two and one half percent (42.5%) of the funds deposited in the Lock Box with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables minimum Purchase Price shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such scheduleno less than [*].

Purchase Price. Subject The prices for the Products (”Purchase Price”) and packaging cost, if any, related to the adjustment set forth Products are specified in Appendix 1 and shall be fixed during the term of the Agreement, unless otherwise specified in Section 2.5 below10 or in Appendix 1. Delivery ScHedule AND ORDERS Buyer shall provide Supplier with ”Delivery Schedule” setting out its intended purchase of Products during the nearest time “Frozen Period” (in some documents also referred to as “Order”) as well as during the remaining period up to 10-12 months “Forecast” This is also valid when supply is handled through consignment stock according to Appendix 2. The Frozen Period or an agreed minimum stock quantity, whichever is greater, is guaranteed by Buyer (to quantity but not to time, with maximum 12 months delay of order). Purchase/delivery of any of the Products is activated by Buyer´s issue of a Purchase Order or a Frozen Period, (both hereinafter referred to as “Order”). The Order shall state ordered Products, quantity, and requested time of delivery. Should Supplier receive Orders, accumulating to quantities beyond Delivery Schedule or Supplier´s production capacity, Buyer shall be informed without delay. If an Order has not been rejected by Supplier within forty-eight (48) hours from receipt, it shall be considered confirmed by Supplier. Orders within the Delivery Schedule cannot be rejected by Supplier. Orders within the Delivery Schedule and replenishments of consignment stock shall be delivered within the delivery-time stated in Appendix 2. For Orders between 100 and 130% of the Forecast, the purchase price delivery-time shall still not exceed the delivery-time according to Appendix 2. Buyer may cancel an Order (in whole or partly). In such case, Buyer shall reimburse Supplier for any actual and direct costs/expenses incurred by Supplier due to Buyer’s cancellation and which Supplier is unable to mitigate by re-allocating raw material or semi-finish goods or in any other financially acceptable way. Supplier shall produce sufficient documentation on the incurred costs and expenses for which Supplier claims reimbursement. Notwithstanding anything to the contrary set out above, Buyer’s undertaking only covers actual and direct costs that has arisen for Supplier to be able to deliver Products included in an Order within the agreed delivery time. Terms and conditions in any order confirmation or similar, deviating from the terms and conditions of this Agreement, shall not be valid unless expressly agreed in writing between the parties. In case of termination of this Agreement, Section 3 shall continue to apply until the obligations according to this Agreement have come to an end. TERMS OF DELIVERY The Products shall be delivered FCA [Location of Suppliers premises] unless otherwise agreed in writing between the parties. All terms of delivery in this Agreement shall be in accordance with the prevailing version of INCOTERMS. Buyers General Logistics Requirements, Appendix 2, shall apply to deliveries covered by this Agreement. If Supplier wishes to deliver the Products earlier than the agreed date of delivery, such delivery shall be approved or denied in writing by Buyer prior to the delivery. DELAYED DELIVERIES If Supplier fails to deliver Products within agreed delivery time (as stated in Appendix 2 or in Order, whichever is the shortest) a “Delay” is at hand. If Supplier’s consignment stock is below agreed minimum level and causes stop or disturbance in Buyer’s production, a “Shortage” is at hand. If Supplier is at risk of causing Delay or Shortage, Supplier shall immediately inform Buyer in writing, stating the reasons for the Purchased Assets Delay/Shortage and expected time for delivery/replenishment. In case of Delay or Shortage, Supplier shall, unless otherwise agreed with Buyer, deliver the goods in the fastest way available. All transports in connection with Delay or Shortage shall be at Supplier’s risk and expense, DDP Buyer’s location or other location agreed between the parties. Buyer is entitled to compensation for any damage, loss, claim, cost or expense suffered or incurred due to Supplier’s Delay or Shortage. Such compensation shall primarily be paid as liquidated damages in an amount of 5% of the value of Product in Delay or Shortage for each commenced week, calculated for Delay from agreed date of delivery to date of actual delivery and for Shortage from it occurs until it is rectified – however minimum € 100 per Delay or Shortage. Notwithstanding anything to the contrary set out above, if the Delay or Shortage exceeds four (4) weeks, Buyer may, without any costs or further obligations for Buyer, terminate any orders by Buyer related to the same kind of Products as involved in the Delay or Shortage. If Buyer, in the situations outlined in Sections 5.3 or 5.4 above, can prove that the damage, cost, liability or expense suffered or incurred exceeds the amount of the liquidated damages, Supplier shall be obliged to reimburse Buyer with an additional amount to cover the difference up to $516,000 payable as follows: (a) $255,000 which the sum of all damages, losses, claims, costs or expenses suffered or incurred by Buyer or Buyers customer. Buyer shall have the right to set off liquidated damages or other claims for compensation against Supplier’s invoices. terms of payment The Purchase Price shall be paid to Seller's legal counsel as escrow agent on against invoice, without any invoice fees or charges, other than such specified in this Agreement and VAT, when applicable. Payment term is 90 days net, free delivery month from the date hereof of delivery or date of Buyer´s receipt of a correct invoice, whichever is the latest. Invoice may not be issued prior to delivery. QUALITY and warranty Buyer’s Supplier Quality Manual HDX4-51-118, dated 2017-12-28, Appendix 3, shall in applicable parts apply to and be an integral part of this Agreement. The Products shall comply with Buyer’s specifications as per Appendix 1 and Buyer´s Supplier Quality Manual as per Appendix 3 (b) up both hereinafter referred to $261,000 paid as “Specifications”). Supplier is responsible for the Products being free from any defects in production, workmanship and material and that the amounts collected on accounts receivable outstanding Products fulfil the Specifications. Furthermore, Supplier is responsible for the Products in all aspects meeting any demands reasonably expected regarding the Product’s character. Supplier is also responsible for the Products’ compliance with any requirements according to applicable law, regulations, trade standards and codes of practice applicable at the time of closing delivery and shall ensure that all necessary quality controls are made before delivery. The responsibilities as stated in 7.2-7.3 above shall remain in force until the sooner to occur of 36 months from date of delivery or 24 months after date of first use in service (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth herein. Promptly following the date hereof, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"“Warranty Period”). At Closingliability for defective or lacking products The Products shall be considered defective if they are not in compliance with Buyer’s Specifications and requirements, according to this Agreement. Buyer is not obliged to perform any examination of the Buyer, the Seller Products on delivery. Any acceptance inspection and the Escrow Agent quality controls made by Buyer shall enter into an escrow agreement in form and substance satisfactory to the parties (the "Escrow Agreement"). The Escrow Agreement shall provide, among other things, not relieve Supplier from responsibility for the establishment Products being in compliance with Specifications and requirements according to section 7 above. Products, or parts of a lock box account Products, defective or missing ("Lock Box"“Defects”) with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Boxclaimed whenever discovered. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accountsHowever, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent Supplier in writing without undue delay, but not later than two (2) months after Buyer has discovered the "Defect. In case of Defect, Buyer Notification") as to whether may, at its own choice and discretion and at the funds deposited in expense of Supplier, demand remedy of the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following Defect by either repair, delivery of substitute or complementary Products or a withdrawal of the Purchase order. Supplier shall compensate Buyer Notificationfor all direct costs related to, but not limited to, analysing, sorting, actions to remedy the Seller Defect and transportation. Upon Buyer’s notification of any Defect, Supplier shall within seventy-two (72) hours, unless shorter time is required by Buyer, inform Buyer on the expected time needed to rectify the Defect and shall use its best efforts to make such time as short as possible. The claim-procedure, included in Buyers Supplier Quality Manual, shall apply. In addition to the above and regardless which of above mentioned remedies Buyer requests, Buyer shall jointly instruct the Escrow Agent be entitled to what is specified in a writing signed Section 5 above (incl. but not limited to liquidated damages) Re-call Re-call is an offer by each of the Buyer and the Seller or Buyers customers to remedy defect(s) in delivered end-products, which may (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to the New Receivables, and affect safety or (ii) distribute be in conflict with safety-standards/-legislation. Re-call may be voluntary or requested by authorities. In case of a re-call, Buyer is entitled to re-call/exchange all Products of the type, which is considered being a direct or indirect cause to the Seller forty two re-call. In such case Supplier shall reimburse damages, direct costs and one half percent expenses (42.5%) of the funds deposited in the Lock Box with respect including but not limited to the Closing Receivables; provided howevercosts for transport, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") analyses, disassembly/assembly, and claims from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such scheduleBuyers customer or other third party).

Purchase Price. Subject In consideration of the sale, assignment, transfer and conveyance to the adjustment Depositor of the Aggregate Receivables and related Transferred Assets, on the terms and subject to the conditions set forth in Section 2.5 belowthis Agreement, the Depositor shall, on each Sale Date, pay and deliver to Ditech, in immediately available funds on the related Sale Date, or otherwise promptly following such Sale Date if so agreed by Ditech, as receivables seller, and the Depositor, a purchase price for the Purchased Assets is up to $516,000 payable as follows: (a) $255,000 which shall be paid to Seller's legal counsel as escrow agent on the date hereof and (b) up to $261,000 paid from the amounts collected on accounts receivable outstanding at the time of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth herein. Promptly following the date hereof, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the "Escrow Agent"). At Closing, the Buyer, the Seller and the Escrow Agent shall enter into an escrow agreement in form and substance satisfactory to the parties (the "Escrow Agreement"). The Escrow Agreement shall provide, among other things, for the establishment of a lock box account ("Lock Box"“Purchase Price”) with the Escrow Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (as hereinafter defined). Each of the Buyer and the Seller shall receive from the Escrow Agent copies of checks (or wire transfer statements) deposited along with any other information submitted in connection with each such payment. Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a "New Receivable"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly instruct the Escrow Agent in a writing signed by each of the Buyer and the Seller equal to (i) distribute to the Buyer all of the funds deposited in the Lock Box with respect to case of one Receivable sold, assigned, transferred and conveyed on such Sale Date, the New Receivables, and fair market value of such Receivable on such Sale Date or (ii) distribute in the case more than one Receivable is sold, assigned, transferred and conveyed on such Sale Date, the aggregate of the fair market values of such Receivables on such Sale Date, payable in cash to the Seller forty two and one half percent (42.5%) extent of funds available to the Depositor. To the extent that the Purchase Price of the funds deposited Additional Receivables is greater than the cash portion of the Purchase Price, then the Depositor shall (i) first, pay such portion of the Purchase Price in the Lock Box with respect to form of a borrowing under the Closing ReceivablesSubordinated Note in the form attached hereto as Exhibit A; provided however, that the Depositor may not make any borrowing under the Subordinated Note unless at the time of (and immediately after) each borrowing thereunder, both before and after the sale transaction (1) the Depositor’s total assets exceed its total liabilities, (2) the Depositor’s cash on hand is sufficient to satisfy all of its current obligations (other than its obligations under the Subordinated Note and the obligation to pay the Purchase Price), (3) the Depositor is adequately capitalized at a commercially reasonable level and (4) the Depositor has determined that its financial capacity to meet its financial commitment under the Subordinated Note is adequate and (ii) second, to the extent the Depositor cannot make a borrowing under the Subordinated Note, accept a contribution to its capital from Ditech in no event shall an amount equal to the Seller be entitled remaining unpaid portion of the Purchase Price. Ditech is hereby authorized by the Depositor to receive payment in excess of endorse on the schedule attached to the Subordinated Note an aggregate appropriate notation evidencing the date and amount of $261,000 (each advance thereunder, as well as the "Maximum Amount") from date of each payment with respect thereto, provided that the Lock Boxfailure to make such notation shall not affect any obligation of the Depositor thereunder. Ditech shall record in its books and records all increases in and payments in reduction of the outstanding principal amount of the Subordinated Note. The remaining funds deposited Depositor shall not have any obligation to pay to Ditech a cash Purchase Price in the Lock Box connection with respect any Delinquency Advance arising in connection with a Credited Advance Funding unless Ditech pays to the Closing Receivables Depositor or its assigns the Advance Reimbursement Amounts for the Delinquency Advances deemed to have been reimbursed in connection with such Credited Advance Funding. Ditech shall be used by the Buyer solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit contribute any such Delinquency Advances for which there is no Cash Purchase Price paid to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in such scheduleDepositor.