0000841942-12-000042 Sample Contracts

TERMINATION OF ADVISORY AGREEMENT
Termination of Advisory Agreement • May 1st, 2012 • NTS Mortgage Income Fund • Real estate investment trusts

This TERMINATION OF ADVISORY AGREEMENT (“Agreement”) is entered into this 30th day of April, 2012, by and between NTS MORTGAGE INCOME FUND, a Delaware corporation (the “Fund”) and NTS ADVISORY CORPORATION, a Delaware corporation (the “Advisor”), under the following circumstances:

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PARTNERSHIP INTEREST PURCHASE AND SALE AGREEMENT
Partnership Interest Purchase and Sale Agreement • May 1st, 2012 • NTS Mortgage Income Fund • Real estate investment trusts • Delaware

THIS PARTNERSHIP INTEREST PURCHASE AND SALE AGREEMENT (“Agreement”) is made and entered into as of the 30th day of April, 2012, by and between (i) NTS MORTGAGE INCOME FUND, a Delaware corporation with principal office and place of business at 10172 Linn Station Road, Louisville, Kentucky 40223 (“Seller”) and (ii) BELLEMEADE DEVELOPMENT, LLC, a Delaware limited liability company, with principal office and place of business at 600 N. Hurstbourne Parkway, Suite 300, Louisville, Kentucky 40222 (“Purchaser”).

MORTGAGE INCOME FUND LIQUIDATING TRUST AGREEMENT
Liquidating Trust Agreement • May 1st, 2012 • NTS Mortgage Income Fund • Real estate investment trusts • Delaware

THIS LIQUIDATING TRUST AGREEMENT (this “Trust Agreement”), made as of the 30th day of April, 2012 among NTS MORTGAGE INCOME FUND, a dissolved corporation in the process of liquidating and winding up its affairs under the laws of the State of Delaware (the “Company”), CHRISTIANA TRUST, a division of Wilmington Savings Fund Society, FSB, as a trustee (the “Resident Trustee”), and ROBERT H. RICE, SR. as managing trustee (the “Managing Trustee” and, with the Resident Trustee, the “Trustees”). The parties hereto hereby agree as follows:

AGREEMENT REGARDING LAKE FOREST COUNTRY CLUB MEMBERSHIPS
Agreement Regarding Lake Forest Country Club Memberships • May 1st, 2012 • NTS Mortgage Income Fund • Real estate investment trusts • Kentucky

This AGREEMENT REGARDING LAKE FOREST COUNTRY CLUB MEMBERSHIPS (this “Agreement”) is made this 30th day of April, 2012 (the “Effective Date”) by and between NTS MORTGAGE INCOME FUND, a Delaware corporation (“MIF”), and NTS DEVELOPMENT COMPANY, a Kentucky corporation (“NTS”), under the following circumstances:

STOCK PURCHASE AND SALE AGREEMENT
Stock Purchase and Sale Agreement • May 1st, 2012 • NTS Mortgage Income Fund • Real estate investment trusts • Delaware

THIS STOCK PURCHASE AND SALE AGREEMENT (“Agreement”) is made and entered into as of the 30th day of April, 2012, by and between (i) NTS MORTGAGE INCOME FUND, a Delaware corporation with principal office and place of business at 10172 Linn Station Road, Louisville, Kentucky 40223 (“Seller”) and (ii) GLEN ARDEN DEVELOPMENT, LLC, a Delaware limited liability company, with principal office and place of business at 600 N. Hurstbourne Parkway, Suite 300, Louisville, Kentucky 40222 (“Purchaser”).

AMENDMENT TO GUARANTY AGREEMENT
Guaranty Agreement • May 1st, 2012 • NTS Mortgage Income Fund • Real estate investment trusts • Kentucky

This Amendment to Guaranty Agreement (the “Amendment”) is made and entered into as of April 30, 2012 by and between NTS MORTGAGE INCOME FUND, a Delaware corporation (the “Fund”) and NTS GUARANTY CORPORATION, a Kentucky corporation (the “Guarantor”), under the following circumstances:

TERMINATION OF SERVICES AND DEVELOPMENT AGREEMENT
Termination of Services and Development Agreement • May 1st, 2012 • NTS Mortgage Income Fund • Real estate investment trusts

This TERMINATION OF SERVICES AND DEVELOPMENT AGREEMENT (“Termination Agreement”) is entered into this 30th day of April, 2012, by and between NTS MORTGAGE INCOME FUND, a Delaware corporation (the “Fund”) and RESIDENTIAL MANAGEMENT COMPANY, a Kentucky corporation (“Residential”).

FOURTH OMNIBUS AMENDMENT TO LOAN DOCUMENTS
Fourth Omnibus • May 1st, 2012 • NTS Mortgage Income Fund • Real estate investment trusts

THIS FOURTH OMNIBUS AMENDMENT TO LOAN DOCUMENTS (the “Amendment”) is made and entered into effective as of April 30 , 2012, by and among: [i] NTS/VIRGINIA DEVELOPMENT COMPANY, a Virginia corporation having a mailing address of 10172 Linn Station Road, Louisville, Jefferson County, Kentucky 40223 (“NTS/VA”), and NTS/LAKE FOREST II RESIDENTIAL CORPORATION, a Kentucky corporation having an address of 10172 Linn Station Road, Louisville, Jefferson County, Kentucky 40223 (“NTS/Lake Forest”, and together with NTS/VA, each a “Borrower” and collectively, the “Borrowers”); [ii] ORLANDO LAKE FOREST JOINT VENTURE, a Florida general partnership having a mailing address at 10172 Linn Station Road, Louisville, Jefferson County, Kentucky 40223 (“Orlando Lake Forest”); [iii] NTS MORTGAGE INCOME FUND, a Delaware corporation having a mailing address of 10172 Linn Station Road, Louisville, Jefferson County, Kentucky 40223 (the “MIF”), and NTS GUARANTY CORPORATION, a Kentucky corporation having an address

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