0001104659-11-015602 Sample Contracts

FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • March 21st, 2011 • Tree.com, Inc. • Loan brokers • California

THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”) is executed as of March 14, 2011 by and among Home Loan Center, Inc., a California corporation (“Buyer”), First Residential Mortgage Network, Inc., a Kentucky corporation dba SurePoint Lending (“Seller”), Saul L. Pohn (“S. Pohn”), Jordan Pohn (“J. Pohn”), The Saul L. Pohn Family Trust (“S. Pohn Trust”) and The Jordan S. Pohn Family Trust (“J. Pohn Trust” and together with S. Pohn, J. Pohn and S. Pohn Trust, “Shareholders”).

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SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • March 21st, 2011 • Tree.com, Inc. • Loan brokers • California

This SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”), dated March 15, 2011, by and among (i) Home Loan Center, Inc., a California corporation (“Buyer”), (ii) First Residential Mortgage Network, Inc., a Kentucky corporation dba SurePoint Lending (“Seller”) and (iii) Saul Pohn (“S. Pohn”), Jordan Pohn (“J. Pohn”), The Saul L. Pohn Family Trust (“S. Pohn Trust”) and The Jordan S. Pohn Family Trust (“J. Pohn Trust” and together with S. Pohn, J. Pohn and S. Pohn Trust, “Shareholders”), hereby amends, effective as of March 15, 2011, that certain Asset Purchase Agreement dated as of November 15, 2010 by and among Buyer, Seller and Shareholders (as amended by the First Amendment (as defined below), the “Asset Purchase Agreement”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Asset Purchase Agreement.

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