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DATED AS OF MARCH 24, 2011 FINANCIAL TRUST COMPANY, INC., Seller BEAR STEARNS LIQUID FUNDING HOLDINGS INC. Purchaser MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT EFTA00300182 CONTENTS CLAUSE PA

ocuments shall be conditioned solely upon Seller's receipt of the Purchase Price in accordance with the terms hereof. (g) (h) (i) Each member of the Management Committee appointed by the holders of the Class A Voting Units shall have tendered his or her resignation in a form satisfactory to Purchaser. All consents,

ber 15, 2010 LON 12833132/2 109266.0354 Pagc 3 EFTA00295146 THE UNDERSIGNED HEREBY CONFIRMS ITS INTEREST IN PARTICIPATING IN THE TRANSACTION: FINANCIAL TRUST COMPANY, INC. By Name: Title: Date: LON! 2833132/2 109266.0354 Pagc 4 EFTA00295147 ANNEX 1 Holders of the Class A Voting Units I. Ceniarth Wales Interes

d any rights of first refusal or similar rights and transfer restrictions in the LLC Agreement that would limit the Transaction. 4. Each member of the Management Committee appointed by the holders of the Class A Voting Units and the Directors of Liquid Funding Limited shall have tendered his/her resignation effective

d to a successful closing. Very truly yours, BE S DING HOLDINGS INC. By y pman tor Vice President EFTA00284567 DATED AS OF MARCH 24, 2011 FINANCIAL TRUST COMPANY, INC., Seller BEAR STEARNS LIQUID FUNDING HOLDINGS INC. Purchaser MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT EFTA00284568 CONTENTS CLAUSE PA

eementnuatdamtlaterinaMarch144 2011. Any Wilder that fails to provide such detaiIwill receive payment_in accordance with the account Each member of the Management Committee or officeholder that is affiliated with a Class A Unitholder shall have tendered its resignation. EFTA00284566 March 31, 2011: Subject to the s