Epstein Secrets

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

de, Purchaser shall have received a certificate (described in U.S. Treasury Regulations section L1445-11T(d)(2Xi)) from Holdings to the effect that no U.S. Federal withholding is required in respect of any portion of the Purchase Price. All conditions precedent to the closing of the Other Acquisitions shall ha

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

e, Purchaser shall have received a certificate (described in U.S. Treasury Regulations section 1.1445-11T(d)(2Xi)) from Holdings to the effect that no U.S. Federal withholding is required in respect of any portion of the Purchase Price. (h) All conditions precedent to the closing of the Other Acquisitions sha

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

Purchaser shall have received a certificate (described in U.S. Treasury Regulations section 1.1445-I IT(d)(2)(i)) from Holdings to the effect that no U.S. Federal withholding is required in respect of any portion of the Purchase Price. (h) All conditions precedent to the closing of the Other Acquisitions sha