0001193125-11-309613 Sample Contracts

INDUCEMENT AGREEMENT
Inducement Agreement • November 14th, 2011 • First Marblehead Corp • Personal credit institutions • New York

THIS INDUCEMENT AGREEMENT (the “Agreement”) is made as of this 14th day of November, 2011, by and among The First Marblehead Corporation, a Delaware corporation (“Assignor”), First Marblehead Education Resources, Inc., a Delaware corporation (together with Assignor, the “FMC Parties”), VCG Owners Trust, a Delaware statutory trust (“Owner”), and VCG Securities LLC, a Florida limited liability company (together with Owner, the “VCG Parties”).

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PURCHASE AND ASSIGNMENT AGREEMENT
Purchase and Assignment Agreement • November 14th, 2011 • First Marblehead Corp • Personal credit institutions • New York

THIS PURCHASE AND ASSIGNMENT AGREEMENT (the “Agreement”) is made as of this 14th day of November, 2011, by and among The First Marblehead Corporation, a Delaware corporation (“Assignor”), First Marblehead Education Resources, Inc., a Delaware corporation (together with Assignor, the “FMC Parties”), and VCG Special Opportunities Master Fund Limited, a Jersey Islands limited company (“Assignee”).

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