Exhibit 10.1

EXECUTION VERSION

MASTER TRANSACTION AGREEMENT

by and among

MMA CAPITAL MANAGEMENT, LLC,

MMA FINANCIAL, INC.,

MMA ENERGY CAPITAL, LLC,

HUNT FS HOLDINGS II, LLC

and

(solely with respect to its express obligations under Article V )

HUNT COMPANIES, INC.

dated as of January 8, 2018

TABLE OF CONTENTS

Schedules and Exhibits:

MASTER TRANSACTION AGREEMENT

THIS MASTER TRANSACTION AGREEMENT (this “ Agreement ”), dated as of January 8, 2018, is entered into by and among MMA CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (“ MMAC ”), MMA FINANCIAL, INC., a Maryland corporation (“ Seller ”), MMA ENERGY CAPITAL, LLC, a Maryland limited liability company (“ MEC ”), HUNT FS HOLDINGS II, LLC, a Delaware limited liability company (“ Buyer ”) and, solely with respect to its express obligations under Article V , HUNT COMPANIES, INC., a Delaware corporation (“ Hunt ”).

RECITALS

WHEREAS, Seller owns all of the Interests (as defined below) in MuniMae Holdings, LLC, a Maryland limited liability company (the “ Company ”), and MMAC and MEC are parties to certain Management Arrangements and Management Fee Rights (as defined below);

WHEREAS, transactions contemplated by the Contribution Agreement (as defined below) have been completed prior to the execution of this Agreement, and the Company, directly or indirectly through the Company Subsidiaries (as defined below), owns all of the assets used in connection with the Company Business (as defined below);

WHEREAS, prior to the execution of this Agreement, the MGM Principals (as defined below) and MMAC entered into a Purchase and Sale Agreement (the “ MGM Purchase Agreement ”), pursuant to which MMAC agreed, subject to the terms and conditions contained therein, to purchase (or assign to Buyer the right to purchase) the MGM Interests (as defined below) from the MGM Principals;

WHEREAS, concurrently with execution of the MGM Purchase Agreement, MMAC entered into a Transfer Agreement with MG Woodside, LLC (the “ Woodside Transfer Agreement ” and, together with the MGM Purchase Agreement, collectively, the “ MGM Agreements ”), pursuant to which MMAC agreed, subject to the terms and conditions contained therein, to acquire one hundred percent (100%) of the general partnership interests in OHC/Woodside, LTD, a Texas limited partnership and those certain five Promissory Notes of various dates of MG CAPREIT GTC Middle Tier Fund II LLC as assigned to Charles M. Pinckney LLC and Johnson Holdings LLC in the aggregate principal amount of $886,954.09 (collectively, the “ Woodside Assets ” and together with the MGM Interests, the “ MGM Assets ”);

WHEREAS, upon the terms and conditions set forth in this Agreement, (i) MMAC, MEC and Seller, as applicable, wish to sell, transfer and assign, or cause to be sold, transferred and assigned, to Buyer, and (ii) Buyer wishes to purchase and acquire from MMAC, MEC and Seller, as applicable, the Interests and the Management Arrangements and Management Fee Rights;

WHEREAS, in connection with the transactions contemplated by this Agreement, MMAC desires to provide Buyer with the option to take an assignment of all of MMAC’s rights, obligations and interests in the MGM Agreements;

WHEREAS, upon the terms and conditions set forth in this Agreement, (i) MMAC, MEC and Seller, as applicable, wish to assign to Buyer, or have Buyer assume, the Obligations (as defined below) and (ii) Buyer wishes to assume from MMAC, MEC and Seller, as applicable, the Obligations;

WHEREAS, upon the terms and conditions set forth in this Agreement, at the Subsequent Closings (as defined below), MMAC wishes to issue and sell to Buyer or one of its Subsidiaries or Affiliates, and Buyer or one of its Subsidiaries or Affiliates wishes to purchase and acquire from MMAC, the applicable number of Purchased Shares (as defined below) (the “ Share Purchase ”);

WHEREAS, upon the terms and conditions set forth in this Agreement, MMAC and its Affiliates desire to assign to Buyer all right, title and interest in and to the IRFA Cash Collateral Account (as defined below), and Buyer desires to assume those certain IRFA Guarantees (as defined below);

WHEREAS, from and after the Closing, MMAC desires that it (including the Retained Business (as defined below)) be managed by the Manager (as defined below) pursuant to the terms of the Management Agreement (as defined below); and

WHEREAS, concurrently with the consummation of the transactions contemplated by this Agreement, the Parties (as defined below) desire to enter into the other Transaction Documents (as defined below).

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

Article I

DEFINITIONS

The following terms have the meanings specified or referred to in this Article I :

“ Affiliate ” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. As used herein, the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise; provided , that, following the Closing, neither Buyer, any of the Subsidiaries of Buyer nor the Manager shall be deemed an Affiliate of MMAC or any of the MMAC Subsidiaries, and neither MMAC nor any of the MMAC Subsidiaries shall be deemed an Affiliate of Buyer, any of the Subsidiaries of Buyer or the Manager.

“ Affiliate Transactions ” has the meaning set forth in Section 3.27 .

“ Affiliate Transaction Terminations ” has the meaning set forth in Section 5.10 .

“ Aggregate Purchase Price ” means the sum of (a) the Asset Purchase Price plus (b) $30,200,000.

“ Agreement ” has the meaning set forth in the preamble.

“ Allocation Schedule ” has the meaning set forth in Section 2.10 .

“ Ancillary Agreement ” means the SCL Ancillary Agreement by and between MMAC and FP Solar Construction Holdings, LLC, a Delaware limited liability company, dated November 7, 2016.

“ Asset Purchase Price ” has the meaning set forth in Section 2.05 .

“ Assigned Contracts ” means the Contracts set forth on Section 3.16(a) of the Disclosure Schedules.

“ Assignment and Assumption of MEC Management Agreement ” means that certain Assignment and Assumption Agreement, dated as of the date hereof, by and between MEC and the Manager, in the form attached hereto as Exhibit E , it being acknowledged and agreed that, notwithstanding terms therein, as between the parties hereto, this Agreement shall control in the event of any conflicts between this Agreement and the Assignment and Assumption of MEC Management Agreement.

“ Benefit Plan ” has the meaning set forth in Section 3.20(a) .

“ Business Day ” means any day except Saturday, Sunday or any other day on which banking institutions located in New York, New York are authorized or required by Law to be closed for business.

“ Buyer ” has the meaning set forth in the preamble.

“ Buyer Financial Statements ” has the meaning set forth in Section 4.04 .

“ Buyer Fundamental Representations ” means the representations and warranties set forth in Section 4.01 (Organization and Authority of Buyer), Section 4.02 (Enforceability), and Section 4.11 (Brokers).

“ Buyer Indemnified Parties ” has the meaning set forth in Section 6.02 .

“ Buyer Material Adverse Effect ” means any effect, event, occurrence, circumstance, fact, development, condition or change that, individually or together with any one or more effects, events, occurrences, circumstances, facts, developments, conditions or changes has had or would reasonably be expected to have a materially adverse effect on (a) the assets, properties, liabilities, business, results of operations or financial condition of the Buyer and the Buyer Subsidiaries, taken as a whole, or (b) the ability of Buyer to perform its obligations under this Agreement or to timely consummate the transactions contemplated hereby; provided , however , that, solely with respect to clause (a) of the foregoing, “ Buyer Material Adverse Effect ” shall not include any effect, event, occurrence, circumstance, fact, development, condition or change to the extent attributable to: (i) general economic or political conditions; (ii) conditions generally affecting the industries in which the Buyer operates; (iii) any changes in financial, banking or securities markets in general ( provided that the underlying causes of such changes (subject to the other provisions of this definition) shall not be excluded); (iv) acts of war, armed hostilities or terrorism, or the escalation or worsening thereof; (v) any action required by this Agreement or any action taken (or omitted to be taken) with the written consent of or at the written request of MMAC, Seller or MEC; (vi) any changes in applicable Laws or accounting rules (including GAAP) or the enforcement, implementation or interpretation thereof; (vii) the announcement of the transactions contemplated by this Agreement; (viii) any natural or man-made disaster or acts of God; or (ix) any failure by the Buyer to meet any internal or published projections, forecasts or revenue or earnings predictions ( provided that the underlying causes of such failures (subject to the other provisions of this definition) shall not be excluded); provided , further , however , that any effect, event, occurrence, circumstance, fact, development, condition or change referred to in clauses (i) through (iv), (vi) and (viii) immediately above shall be taken into account in determining whether a Buyer Material Adverse Effect has occurred or could reasonably be expected to occur to the extent that such effect, event, occurrence, circumstance, fact, development, condition or change has a disproportionate effect on the Buyer and the Buyer Subsidiaries compared to other participants in the industries in which the Buyer, the Buyer Subsidiaries and their respective Affiliates operate.

“ Buyer’s Knowledge ” or any other similar knowledge qualification, means the knowledge, after reasonable inquiry, of those persons listed on Section 1.01(b)(i)  of the Disclosure Schedules.

“ Buyer Subsidiary ” means each Person in which Buyer has a direct or indirect equity interest, including those set forth on Schedule 6 . Schedule 6 lists each Person in which Buyer owns directly or indirectly a majority of the equity or economic interests of such Person.

“ CERCLA ” means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §§ 9601 et seq.

“ CERCLIS ” means the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the U.S. Environmental Protection Agency.

“ Claim ” means any claim, demand, action, cause of action, suit, proceeding, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity, arbitration, Loss, charge, complaint, judgment, decree, debt, damage, Liability, court costs, reasonable attorneys’ fees and any other expenses incurred or sustained.

“ Closing ” has the meaning set forth in Section 2.11 .

“ Closing Date ” has the meaning set forth in Section 2.11 .

“ Closing IHS Working Capital ” has the meaning set forth in Section 2.06(c) .

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Company ” has the meaning set forth in the recitals.

“ Company Business ” means, collectively, (a) the business associated with the LIHTC Assets, (b) the IHS Business and (c) the legacy solar project of MMAC known as Thousand Oaks (but expressly excluding all of MEC’s investments).

“ Company Financial Statements ” has the meaning set forth in Section 3.06 .

“ Company Management Agreement ” has the meaning set forth in Section 3.15(a) .

“ Company Subsidiary ” means (a) each Subsidiary of the Company, (b) TC Fund I and (c) IHS PM, but excluding (x) the Other Entities, (y) any intermediate entities through which the Other Entities own the multifamily apartment projects in which the Company is invested through the LIHTC Assets and (z) the Project Partnerships, all as more particularly described on Schedule 2 .

“ Confidential Information ” has the meaning set forth in the Confidentiality Agreement.

“ Confidentiality Agreement ” means the Confidentiality Agreement, dated as of February 2, 2017, between MMAC and HCH Holdings, LLC.

“ Contingent Purchase Price Amount ” means the amount, if any, equal to thirty (30%) of the Gross Cash Flow in excess of the Contingent Purchase Price Hurdle to be measured commencing on the Closing Date cumulatively through the end of each Interim Contingent Purchase Price Period or the Contingent Purchase Price Period, as applicable.

“ Contingent Purchase Price Hurdle ” means, and shall have occurred if, the Gross Cash Flow exceeds 158% percent of the Aggregate Purchase Price.

“ Contingent Purchase Price Period ” means the period commencing on the Closing Date and ending on the ten (10) year anniversary of the Closing Date. If assets, liabilities and/or guarantees included in the LIHTC Assets and the MGM LIHTC Assets are held by Buyer or its Affiliates at the end of the Contingent Purchase Price Period, the fair market value of such assets (net of liabilities and guarantees) at such time, as determined by an independent third party appraisal firm selected by mutual agreement of Seller and Buyer and paid for solely by Seller, shall be treated as received or paid by Buyer on the last day of the Contingent Purchase Price Period in calculating the Final Contingent Purchase Price Amount.

“ Contribution Agreement ” means the Distribution and Contribution Agreement, dated as of the date hereof, by and among Seller, MMAC, the Company, MuniMae TEI Holdings, LLC, MMA Financial TC, LLC, and MMA Financial International, LLC.

“ Contract ” means any contract, lease, sublease, license, indenture, bond, debenture, note, mortgage, guarantee, instrument, agreement, deed of trust, conditional sales contract or other legally binding arrangement, together with modifications, amendments, supplements, waivers or side-letters related thereto (in each case, whether written or oral).

“ Current Assets ” means, as of any date, the consolidated current assets of the IHS Business, which current assets shall include only the line items set forth on Schedule 1 under the heading “Current Assets” and no other assets, and, in each case, determined in accordance with GAAP, consistently applied.

“ Current Liabilities ” means, as of any date, the consolidated current liabilities of the IHS Business, which current liabilities shall include only the line items set forth on Schedule 1 under the heading “Current Liabilities” and no other liabilities, and, in each case, determined in accordance with GAAP, consistently applied.

“ Data Room ” means the electronic documentation site established by Kimberlite Group, LLC on behalf of Seller.

“ Designation Notice ” has the meaning set forth in Section 5.06(d) .

“ Direct Claim ” has the meaning set forth in Section 6.05(c) .

“ Disclosure Schedules ” means the Disclosure Schedules delivered by Seller and Buyer concurrently with the execution and delivery of this Agreement.

“ Disputed Item ” has the meaning set forth in Section 2.06(e) .

“ Dollars ” or “ $ ” means the lawful currency of the United States.

“ Early Share Purchase Closing Notice ” has the meaning set forth in Section 2.08(a) .

“ Election Meeting ” has the meaning set forth in Section 5.06(c) .

“ Employees ” means those Persons employed by MMAC or any of its Affiliates immediately prior to the Closing.

“ Encumbrance ” means any lien, pledge, mortgage, deed of trust, security interest, charge, claim, covenant, condition, right of first refusal, transfer restriction, purchase option, title defect, easement, encroachment or other survey defect or other encumbrance.

“ Environmental Claim ” means any allegation, written claim, demand, action, cause of action, suit, proceeding, citation, summons, subpoena or investigation of any nature (civil, criminal, administrative, regulatory or otherwise, whether at law or in equity), complaint, judgment or decree or other legal proceeding or lien by any Person alleging liability of whatever kind or nature (including liability or responsibility for the costs of enforcement proceedings, investigations, cleanup, governmental response, removal or remediation, natural resources damages, property damages, personal injuries, medical monitoring, penalties, contribution, indemnification and injunctive relief) arising out of, based on or arising or resulting from: (a) the presence, management, manufacture, use, containment, storage, recycling, reclamation, reuse, treatment, generation, discharge, transportation, processing, production, disposal or Release of, or exposure to, any Hazardous Materials; or (b) any actual or alleged non-compliance with any Environmental Law or term or condition of any Environmental Permit.

“ Environmental Law ” means any applicable Law, and any Governmental Order or binding agreement with any Governmental Authority: (a) relating to pollution (or the cleanup thereof) or the protection of natural resources, endangered or threatened species, human health or safety, or the environment (including ambient air, soil, surface water or groundwater, or subsurface strata); or (b) concerning the presence of, exposure to, or the management, manufacture, use, containment, storage, recycling, reclamation, reuse, treatment, generation, discharge, transportation, processing, production, disposal or remediation of any Hazardous Materials. The term “Environmental Law” includes, without limitation, the following (including their implementing regulations and any state analogs): the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §§ 9601 et seq.; the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976, as amended by the Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. §§ 6901 et seq.; the Federal Water Pollution Control Act of 1972, as amended by the Clean Water Act of 1977, 33 U.S.C. §§ 1251 et seq.; the Toxic Substances Control Act of 1976, as amended, 15 U.S.C. §§ 2601 et seq.; the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. §§ 11001 et seq.; the Clean Air Act of 1966, as amended by the Clean Air Act Amendments of 1990, 42 U.S.C. §§ 7401 et seq.; and the Occupational Safety and Health Act of 1970, as amended, 29 U.S.C. §§ 651 et seq.

“ Environmental Notice ” means any written directive, notice of violation or infraction, or notice respecting any Environmental Claim relating to actual or alleged non-compliance with any Environmental Law or any term or condition of any Environmental Permit.

“ Environmental Permit ” means any Permit, letter, clearance, consent, waiver, closure, exemption, decision or other action required under or issued, granted, given, authorized by or made pursuant to Environmental Law.

“ Equity Assignment ” has the meaning set forth in Section 2.07(a)(ii) .

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

“ ERISA Affiliate ” has the meaning set forth in Section 3.20(d) .

“ Estimated IHS Working Capital ” has the meaning set forth in Section 2.06(a) .

“ Estimated Interim Contingent Purchase Price Amount ” has the meaning set forth in Section 2.09(b) .

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Excluded Assets ” has the meaning set forth in Section 2.02 .

“ Excluded Liabilities ” has the meaning set forth in Section 2.04 .

“ Final Contingent Purchase Price Amount ” has the meaning set forth in Section 2.09(d) .

“ First Amendment to SCL/SPL Ancillary Agreement ” means that certain First Amendment to SCL Ancillary Agreement and SPL Ancillary Agreement dated as of the date hereof by and between MMAC, FP Solar Construction Holdings, LLC, FP Solar Permanent Holdings, LLC and Manager.

“ First Amendment to SDL Operating Agreement ” means that certain First Amendment to Limited Liability Company Operating Agreement of Solar Development Lending, LLC to be dated as of the date hereof by and among the Manager, FP Solar Construction Finance LLC, Fundamental Partners II LP, Fundamental Partners III LP and MEC.

“ First Share Purchase Closing Date ” has the meaning set forth in Section 2.08(a) .

“ First Share Purchase Price ” means $4,125,000.

“ Fraud ” means actual and intentional fraud. For the avoidance of doubt, “ Fraud ” does not include any claim for equitable fraud, promissory fraud, unfair dealings fraud, or any torts based on negligence or recklessness.

“ Fund Operating Agreement ” has the meaning set forth in Section 3.15(a) .

“ GAAP ” means United States generally accepted accounting principles in effect from time to time.

“ Governmental Authority ” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, including any state-owned or state controlled enterprises, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction.

“ Governmental Order ” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

“ Gross Cash Flow ” means, for any fiscal period, the cumulative gross cash flows, including but not limited to all revenues, sale proceeds, residuals, return of capital, distributions, releases, or deemed releases, of reserves or collateral, loan payments and all other sources of gross cash outflows or inflows received or paid by Buyer in connection with the LIHTC Assets, the MGM LIHTC Assets and the ownership interests of such assets, as well as the fair market value (as determined by an independent third party appraisal firm selected by mutual agreement of Seller and Buyer and paid for solely by Seller) of any such assets held by Buyer at the end of the Contingent Purchase Price Period (as described in the Contingent Purchase Price Period definition), which for the avoidance of doubt, excludes any deduction for any management fee and/or operating expense, and includes (a) all interest received by Buyer from the MGM Subordinate Loan Receivable; (b) all cash flows received by Buyer from (i) TC Fund I, (ii) the IRFA Cash Collateral, (iii) all net operating cash flow distributions and residual proceeds from the (A) Hallmark at Garden Parkway loan and equity investments, (B) Hallmark at Bluffton equity investment and (C) Orchard Springs loan and equity investments, and (iv) the Woodside loan and equity interests included in the MGM LIHTC Assets; and (c) in the event Buyer does not acquire MGM, proceeds that the Buyer receives related to the MGM Subordinate Loan Receivable if those proceeds result from the sale of the MGM Subordinate Loan Receivable to a Person which is not an Affiliate of Buyer or from MGM paying off the MGM Subordinate Loan Receivable, but has deducted from it (x) all debt service payments on the Guilford Trust loan, (y) any TC Fund I guarantee exposure that requires cash outflow by Buyer in excess of $812,581 and (z) any guaranteed payment required to be made to a guaranteed fund or fund investor or as an additional IRFA collateral pledge.

“ Guilford Trust Obligations ” means that certain Promissory Note in the original principal amount of $3,875,000 dated September 23, 2016 of Seller payable to the order of Guilford Portfolio Asset Management Trust, together with that certain Pledge and Security Agreement dated September 23, 2016 by MuniMae TEI Holdings, LLC in favor of Guilford Portfolio Asset Management Trust, including all interest accrued thereon but excluding, for the avoidance of doubt, any Liabilities arising as a result of the Closing and consummation of the transactions contemplated by this Agreement.

“ Hazardous Materials ” means: (a) any material, substance, chemical, waste, product, derivative, compound, mixture, solid, liquid, mineral or gas, in each case, whether naturally occurring or man-made, that is hazardous, acutely hazardous, radioactive, toxic, a waste, a contaminant or words of similar import or regulatory effect under Environmental Laws; and (b) any petroleum or petroleum-derived products, radon, radioactive materials or wastes, asbestos in any form, lead or lead-containing materials, urea formaldehyde foam insulation and polychlorinated biphenyls.

“ Hunt ” has the meaning set forth in the preamble.

“ Hunt Designees ” means the individual(s) selected by Hunt for nomination as director(s) of MMAC in accordance with Section 5.06 .

“ Hunt Election Notice ” has the meaning set forth in Section 5.15(a) .

“ Hunt Guaranty ” means the Guaranty of Hunt Companies, Inc. in the form attached hereto as Exhibit F.

“ Hunt/MGM Election Right ” has the meaning set forth in Section 5.15(a) .

“ Hunt Observer ” has the meaning set forth in Section 5.06(a) .

“ IHS ” means MMA Financial International, LLC, a limited liability company formed under the laws of the State of Maryland.

“ IHS Business ” means IHS’s 100% equity investment in (a) International Housing Solutions S.à r.l., a Société à responsabilité limitée formed under the laws of Luxembourg, that is engaged in raising, investing in and managing private real estate funds and other entities that invest in residential real estate in sub-Saharan Africa and (b) IHS PM that provides property management services to certain of the properties of entities managed by IHS.

“ IHS Objection Notice ” has the meaning set forth in Section 2.06(d) .

“ IHS PM ” means IHS Property Management Proprietary Limited, a private company registered in South Africa.

“ IHS Working Capital ” means, at any date, all Current Assets minus all Current Liabilities as of such date.

“ IHS Working Capital Adjustment ” has the meaning set forth in Section 2.06(b) .

“ Indemnified Party ” has the meaning set forth in Section 6.04 .

“ Indemnifying Party ” has the meaning set forth in Section 6.04 .

“ Independent Accountant ” means Ernst & Young, or if Ernst & Young is unable to serve, another impartial nationally recognized firm of independent certified public accountants mutually appointed by Buyer and MMAC other than KPMG.

“ Insurance Policy ” has the meaning set forth in Section 3.19 .

“ Intellectual Property ” means any patents, patent applications, trademarks and service marks, trademark and service mark applications, trade names, logos, URLs and Internet domain names, copyrights, Software, proprietary know-how and trade secrets.

“ Interests ” means 100% of the issued and outstanding equity interests in the Company.

“ Interim Contingent Purchase Price Period ” has the meaning set forth in Section 2.09(b) .

“ IP Licenses ” means licenses of Intellectual Property from the Company or a Company Subsidiary to any third party or to the Company or a Company Subsidiary from any third party, pursuant to which the Company or a Company Subsidiary has received or made payments of more than $500,000 in the fiscal year ended December 31, 2016, but excluding (a) customer Contracts (including such Contracts with resellers, distributors and systems integrators); (b) Contracts with consultants or other services providers whose rights to use the Owned Intellectual Property are limited to use for the benefit of the Company and the Company Subsidiaries; and (c) off-the shelf licenses for generally commercially available software, including shrink wrap and click wrap licenses.

“ IRFA Cash Collateral Account ” means the cash collateral account posted for the guarantees with MLCS.

“ IRFA Guarantees ” means, collectively, (i) any and all obligations of MMA Financial Holdings, Inc. (“MFH”) under the terms of that certain ISDA Master Agreement, dated as of June 14, 2004, between MFH and MLCS, including the Multicurrency Cross Border Schedule and the Credit Support Annex thereto and the Confirmation Letters thereunder for Transaction Nos. 001 through 0012, all as amended, restated and/or supplemented from time to time, and (ii) any and all obligations of MMA Capital Management, LLC under the terms of that certain Amended and Restated Guarantee of MMA Capital Management, LLC, dated December 28, 2015, in favor of MLCS relating to the obligations of MFH described in clause (i) above.

“ IRS ” means the United States Internal Revenue Service

“ IT Assets ” means computers, Software, servers, workstations, routers, hubs, switches, circuits, networks, data communications lines and all other information technology equipment (including communications equipment, terminals and hook-ups that interface with third party software or systems) and all associated documentation, owned, licensed, leased or otherwise used by the Company, a Company Subsidiary or otherwise used in connection with the Company Business or related to the Transferred Assets.

“ Knowledge of Seller, Seller’s Knowledge ” or any other similar knowledge qualification, means the knowledge, after reasonable inquiry, of those persons listed on Section 1.01(b)(ii)  of the Disclosure Schedules.

“ Law ” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, policy, or other requirement or rule of law of any Governmental Authority.

“ Leased Real Property ” has the meaning set forth in Section 3.12(c) .

“ Liability ” means any liability, obligation, debt or commitment of whatever kind or nature whatsoever (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether matured or unmatured, whether liquidated or unliquidated and whether due or to become due or otherwise) regardless of when arising.

“ LIHTC Assets ” means (a) the Company’s assets, as in existence immediately prior to Closing, related to the affordable housing projects that qualify for the low income housing tax credit under Section 42 of the Code and (b) the IRFA Cash Collateral Account, in each case, as set forth on Schedule 8 .

“ LIHTC Fund ” means a partnership or limited liability company formed for the purpose of investing, directly or indirectly, in partnerships or limited liability companies that own multifamily properties which qualify for the low income housing tax credit under Section 42 of the Code.

“ LIHTC Fund GP ” means the general partner, managing member or other party who controls a MMA LIHTC Fund or MGM LIHTC Fund, as applicable.

“ LIHTC Management Agreement ” has the meaning set forth in Section 3.15(b) .

“ Losses ” means losses, damages, liabilities, deficiencies, Claims, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees, the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

“ Management Agreement ” means that certain Management Agreement to be entered into at the Closing by and between MMAC and the Manager, in the form attached hereto as Exhibit A .

“ Management Arrangements and Management Fee Rights ” means, individually and collectively, (a) the MEC Management Agreement, (b) MEC’s Administrative Member Interest as described and provided for in the Limited Liability Company Operating Agreement of Solar Development Lending, LLC, dated as of November 21, 2016, as amended by that certain First Amendment thereto, dated as of _____________, 2017, and (c) MMAC’s right to receive the MMA Fee described in Section 3 of the Ancillary Agreement.

“ Manager ” means Hunt Investment Management, LLC, a Delaware limited liability company.

“ Material Adverse Effect ” means any effect, event, occurrence, circumstance, fact, development, condition or change that, individually or together with any one or more effects, events, occurrences, circumstances, facts, developments, conditions or changes has had or would reasonably be expected to have a materially adverse effect on (a) the assets, properties, liabilities, business, results of operations or financial condition of (1) the Company and the Company Subsidiaries, taken as a whole, the Company Business or the Transferred Assets or (2) MMAC and the MMAC Subsidiaries, taken as a whole, or the Retained Business, or (b) the ability of MMAC, MEC, and Seller to perform its obligations under this Agreement or to timely consummate the transactions contemplated hereby; provided , however , that, solely with respect to clause (a) of the foregoing, “ Material Adverse Effect ” shall not include any effect, event, occurrence, circumstance, fact, development, condition or change to the extent attributable to: (i) general economic or political conditions; (ii) conditions generally affecting the industries in which MMAC and the Company operate; (iii) any changes in financial, banking or securities markets in general ( provided that the underlying causes of such changes (subject to the other provisions of this definition) shall not be excluded); (iv) acts of war, armed hostilities or terrorism, or the escalation or worsening thereof; (v) any action required by this Agreement or any action taken (or omitted to be taken) with the written consent of or at the written request of Buyer; (vi) any changes in applicable Laws or accounting rules (including GAAP) or the enforcement, implementation or interpretation thereof; (vii) the announcement of the transactions contemplated by this Agreement; (viii) any natural or man-made disaster or acts of God; or (ix) any failure by MMAC or the Company to meet any internal or published projections, forecasts or revenue or earnings predictions ( provided that the underlying causes of such failures (subject to the other provisions of this definition) shall not be excluded); provided , further , however , that any effect, event, occurrence, circumstance, fact, development, condition or change referred to in clauses (i) through (iv), (vi) and (viii) immediately above shall be taken into account in determining whether a Material Adverse Effect has occurred or could reasonably be expected to occur to the extent that such effect, event, occurrence, circumstance, fact, development, condition or change has a disproportionate effect on MMAC, the MMAC Subsidiaries, the Company or the Company Subsidiaries, the Transferred Assets or the Retained Business compared to other participants in the industries in which MMAC, the MMAC Subsidiaries, the Company, the Company Subsidiaries and their respective Affiliates operate.

“ MEC ” has the meaning set forth in the preamble.

“ MEC Management Agreement ” means that certain Management Agreement dated as of November 7, 2016, by and between MEC and Renewable Energy Lending, LLC, a Delaware limited liability company.

“ MGM ” means Morrison Grove Management, LLC, a Delaware limited liability company.

“ MGM Agreements ” has the meaning set forth in the recitals.

“ MGM Assets ” has the meaning set forth in the recitals.

“ MGM Closing Notice ” has the meaning set forth in Section 5.15(a) .

“ MGM Interests ” means all of the issued and outstanding membership interests in MGM.

“ MGM LIHTC Assets ” means the business associated with MGM, as in existence immediately prior to the Closing and set forth on Schedule 9 .

“ MGM LIHTC Fund ” has the meaning set forth in Section 3.15(b) .

“ MGM Management Agreement ” has the meaning set forth in Section 3.15(b) .

“ MGM Principals ” means, collectively, Charles M. Pinckney, LLC, Johnson Holdings, LLC, and Morrison Grove CS Venture Partner, Inc.

“ MGM Purchase Agreement ” has the meaning set forth in the recitals.

“ MGM Subordinate Loan Receivable ” means the subordinate indebtedness of MGM owing under that certain Subordinate Loan Agreement by and between Seller and MGM, dated as of June 24, 2015.

“ MLCS ” has the meaning set forth in Section 2.07(a)(vi) .

“ MMA LIHTC Fund ” has the meaning set forth in Section 3.15(a) .

“ MMAC ” has the meaning set forth in the preamble.

“ MMAC and Seller Fundamental Representations ” means the representations and warranties set forth in Section 3.01 (Organization and Authority of Seller), Section 3.02 (Enforceability), Section 3.03 (Organization, Authority and Qualification of the Company and the Company Subsidiaries), Section 3.04 (Capitalization; Subsidiaries), Section 3.05(c) (No Conflicts; Consents), Section 3.10 (Title to the Transferred Assets and the Purchased Shares), Section 3.25 (Brokers), Section 3.28 (Investment Company Act), and Section 3.31 (Anti-Takeover Provisions).

“ MMAC Audited Financial Statements ” means the consolidated financial statements of MMAC, filed as an exhibit to MMAC’s Annual Report on Form 10-K on December 31, 2016.

“ MMAC Board ” has the meaning set forth in Section 3.31 .

“ MMAC Common Shares ” means the equity interests, designated as such in accordance with MMAC’s Second Amended and Restated Certificate of Formation and Operating Agreement, with no stated par value, of MMAC.

“ MMAC Current Financial Statements ” means the consolidated financial statements of MMAC, filed as an exhibit to MMAC’s Form 10-Q on September 30, 2017.

“ MMAC Financial Statements ” means the MMAC Audited Financial Statements together with the MMAC Current Financial Statements.

“ MMAC Subsidiary ” means each Subsidiary of MMAC other than the Company, the Company Subsidiaries, Cypress Spanish Fort III, LLC, the Other Entities and the Project Partnerships.

“ Note Purchase Price ” has the meaning set forth in Section 2.05 .

“ Obligations ” has the meaning set forth in Section 2.03 .

“ OFAC ” means the U.S. Department of Treasury’s Office of Foreign Assets Control.

“ Organizational Documents ” means with respect to any Person, the Articles or Certificate of Incorporation, Articles of Organization, Certificate of Formation, Articles or Certificate of Limited Partnership and any Bylaws, Operating Agreement, Partnership Agreement, Shareholders Agreement or any other similar or analogous documents, in each case as amended from time to time to the Closing Date.

“ Other Entities ” has the meaning set forth in Section 3.04(g) .

“ Owned Intellectual Property ” has the meaning set forth in Section 3.17(a) .

“ Owned Real Property ” has the meaning set forth in Section 3.12(b) .

“ Party ” or “ Parties ” means MMAC, MEC, Seller, Buyer and Hunt or any one or some of them, as the context requires.

“ Permits ” means all permits, licenses, franchises, approvals, authorizations, registrations, certificates, variances, consents and similar rights granted or obtained, or required to be obtained, from Governmental Authorities.

“ Permitted Encumbrances ” has the meaning set forth in Section 3.12 .

“ Person ” means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association or other entity.

“ Pledge and Security Agreement ” means the Pledge and Security Agreement to be entered into by and between Buyer and MMAC at the Closing in the form attached hereto as Exhibit B .

“ Pre-Closing Tax Period ” means any taxable period ending on or before the Closing Date and, with respect to any taxable period beginning before and ending after the Closing Date, the portion of such taxable period ending on and including the Closing Date.

“ Project Partnership ” means the limited partnerships and limited liability companies that directly own the multifamily apartment projects in which the Company is invested through the LIHTC Assets.

“ Purchase Money Note ” means the Purchase Money Note to be issued by Buyer to MMAC at the Closing in the form attached hereto as Exhibit C .

“ Purchase Price ” means the Asset Purchase Price plus the First Share Purchase Price plus the Second Share Purchase Price.

“ Purchased Shares ” has the meaning set forth in Section 2.08(a) .

“ Qualified Benefit Plan ” has the meaning set forth in Section 3.20(c) .

“ Real Property ” means the real property owned, leased or subleased by the Company, the Company Subsidiaries, MMAC or the MMAC Subsidiaries.

“ Real Property Lease ” has the meaning set forth in Section 3.12(c) .

“ Release ” means any actual or threatened release, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, abandonment, disposing or allowing to escape or migrate into or through the environment (including, without limitation, ambient air (indoor or outdoor), surface water, groundwater, land surface or subsurface strata or within any building, structure, facility or fixture).

“ Representative ” means, with respect to any Person, any and all directors, officers, employees, consultants, financial advisors, counsel, accountants and other agents of such Person.

“ Required Consents ” has the meaning set forth in Section 2.07(b)(vi) .

“ Retained Business ” means the business retained by MMAC following the Closing which shall comprise of the Excluded Assets and Excluded Liabilities.

“ SEC ” means the United States Securities and Exchange Commission.

“ SEC Filings ” means the Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and all other reports filed by MMAC pursuant to the Exchange Act since the filing of such Annual Report and prior to the date hereof.

“ Second Share Purchase Closing Date ” has the meaning set forth in Section 2.08(a) .

“ Second Share Purchase Price ” means $4,250,000.

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Seller ” has the meaning set forth in the preamble.

“ Seller Books and Records ” means originals, or where not available, copies, of all books and records relating in any way to the Company or any of the Company Subsidiaries, the Company Business, the Transferred Assets or the Obligations, including books of account, ledgers and general, financial and accounting records, Tax Returns (or portions thereof) relating solely to the Company, the Company Subsidiaries, the Company Business, the Transferred Assets or the Obligations, machinery and equipment maintenance files, customer and distributor lists, customer and distributor purchasing histories, price lists, distribution lists, supplier lists, sourcing data, quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements, and marketing and promotional surveys.

“ Seller Indemnified Parties ” has the meaning set forth in Section 6.03 .

“ Senior Loan ” has the meaning set forth in Section 5.15(b)(ii) .

“ Share Purchase ” has the meaning set forth in the recitals.

“ Software ” means computer software programs, including all source code, object code, specifications, designs and documentation therefor.

“ Solvent ” means, with respect to any Person, that (i) the fair saleable value of the property of such Person is, on the date of determination, greater than the total amount of liabilities of such Person as of such date, (ii) such Person is able to pay all liabilities of such Person as such liabilities mature and (iii) such Person does not have unreasonably small capital for conducting the business theretofore or proposed to be conducted by such Person.

“ Subsequent Closing ” has the meaning set forth in Section 2.08(a) .

“ Subsidiary ” of a Person means any corporation, partnership, limited liability company or other legal entity of which a Person (either alone or through or together with any other Subsidiary) (a) directly or indirectly owns a majority of the outstanding share capital, voting securities or other equity interests or (b) is entitled, by Contract or otherwise, to elect, appoint or designate a majority of the members of the board of directors or managers or other governing body of such legal entity.

“ Target IHS Working Capital ” has the meaning set forth in Section 2.06(b) .

“ Taxes ” means (a) all federal, state, local, foreign and other income, gross receipts, sales, use, production, ad valorem, transfer, franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise, severance, environmental, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever; (b) any interest, fine, assessment, penalty or additions to the amounts set forth in clause (a), whether disputed or not; and (c) any liability in respect of any of the items described in clauses (a) and (b) payable by reason of successor, transferee, or other liability, operation of law, Treasury Regulations Section 1.1502-6(a) (or any predecessor or successor thereto or any analogous or similar provision under law) or otherwise.

“ Tax Return ” means any return, declaration, report, claim for refund, information return or statement or other document filed or required to be filed with respect to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“ TC Fund I ” means MMA Capital TC Fund I, LLC, a Delaware limited liability company.

“ Third-Party Claim ” has the meaning set forth in Section 6.05(a) .

“ Threshold ” has the meaning set forth in Section 6.04(a) .

“ Transaction Documents ” means this Agreement, the Management Agreement, the Purchase Money Note, the Pledge and Security Agreement, the Equity Assignment, the First Amendment to SDL Operating Agreement, the First Amendment to SCL/SPL Ancillary Agreement, the Assignment and Assumption of MEC Management Agreement, the Hunt Guaranty, the Contribution Agreement, the MGM Agreements and all other documents executed and delivered in accordance with this Agreement at Closing.

“ Transferred Assets ” has the meaning set forth in Section 2.01 .

“ Treasury Regulations ” means the Treasury regulations promulgated under the Code.

“ WARN Act ” has the meaning set forth in Section 3.21(e) .

“ Woodside Assets ” has the meaning set forth in the recitals.

“ Woodside Transfer Agreement ” has the meaning set forth in the recitals.

Article II

PURCHASE AND SALE

Section 2.01          Purchase and Sale of the Transferred Assets . Subject to the terms and conditions set forth herein and for the consideration specified in Section 2.05(a) , at the Closing, (i) Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of all Encumbrances, all of Seller’s right, title and interest in the Interests, and (ii) MMAC and MEC shall assign, convey and transfer to the Buyer their respective rights to and interests in the Management Arrangements and Management Fee Rights, free and clear of all Encumbrances other than the Encumbrances set forth on Section 3.10 of the Disclosure Schedules (the Interests and the Management Arrangements and Management Fee Rights being collectively, the “ Transferred Assets ”). Immediately prior to the Closing, the Company shall hold all of the assets related to the Company Business which, for the avoidance of doubt, shall include the following:

(a)          (i) all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible wherever located and whether now existing or hereafter acquired, (ii) cash and cash equivalents, (iii) all accounts or notes receivable, (iv) all IT Assets, including all Software, (v) all inventory, finished goods, raw materials, work in progress, suppliers, parts or other inventories, (vi) all Permits, (vii) all Real Property, (viii) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones and other tangible personal property, and (ix) all of the goodwill and going concern value, in each case, relating to, used or arising in connection with the Company Business;

(b)          all rights to any Claims of any nature available to or being pursued by Seller, MMAC, MEC or any of their respective Affiliates to the extent related to the Company Business, the Transferred Assets or the Obligations, whether arising by way of counterclaim or otherwise;

(c)          all prepaid expenses, credits, advance payments, Claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes);

(d)          all of Seller, MMAC, MEC’s and their respective Affiliates’ rights under warranties, indemnities and all similar rights against third parties to the extent related to the Company Business or any of the Transferred Assets or the Obligations;

(e)          the Assigned Contracts;

(f)           all insurance benefits, including rights and proceeds, arising from or relating to the Company Business, the Transferred Assets or the Obligations; and

(g)          the Seller Books and Records.

Section 2.02          Excluded Assets . Notwithstanding anything to the contrary contained in this Agreement, it is expressly acknowledged and agreed that the following (collectively, the “ Excluded Assets ”) are not purchased, acquired or assumed by Buyer pursuant to this Agreement: (a) all assets, properties, interests, Contracts and rights set forth on Schedule 3 , and (b) all other assets, properties, interests, Contracts and rights of each of Seller, MEC, MMAC and their respective Affiliates that are not included among the Transferred Assets or used in connection with the Company Business.

Section 2.03          Obligations . Subject to the terms and conditions set forth herein, at the Closing, Buyer shall assume and agree to pay, perform and discharge when due, directly or through the acquisition of the Interests, only (a) the Current Liabilities, (b) any Liabilities (including any Liabilities under the Contracts of the Company or the Company Subsidiaries listed on Schedule 3.16(a) of the Disclosure Schedule) of the Company or any Company Subsidiary solely to the extent related to the Company Business, and arising out of, or resulting from, facts, events, or circumstances occurring or relating to the period from and after the Closing Date (but excluding, for the avoidance of doubt, any Liabilities arising as a result of the Closing and consummation of the transactions contemplated by this Agreement), (c) any Liabilities of MEC under the MEC Management Agreement solely to the extent arising out of, or resulting from, facts, events, or circumstances occurring or relating to the period from and after the Closing Date (but excluding, for the avoidance of doubt, any Liabilities arising as a result of the Closing and consummation of the transactions contemplated by this Agreement), (d) any Liabilities of the Company or any Company Subsidiary with respect to the Guilford Trust Obligations, and (e) the IRFA Guarantees (collectively, the “ Obligations ”).

Section 2.04          Excluded Liabilities . Notwithstanding anything to the contrary in this Agreement, Buyer shall not assume and shall not be responsible to pay, perform or discharge and shall have no responsibility for any Liabilities of Seller, MMAC, the MMAC Subsidiaries, MEC or any of their respective Affiliates of any kind or nature whatsoever other than the Obligations (collectively, the “ Excluded Liabilities ”). Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following (other than the Obligations, which shall not be Excluded Liabilities):

(a)          any Liabilities of the Company or any of its Affiliates (including any Company Subsidiary) arising prior to the Closing Date (other than Current Liabilities solely to the extent included in the calculation of the Closing IHS Working Capital as finally determined in accordance with Section 2.06 );

(b)          any Liabilities arising out of, in respect of, or in connection with, the Management Arrangements and Management Fee Rights prior to the Closing Date;

(c)          (i) any Liabilities of Seller, MMAC, MEC or any of their respective Affiliates (other than the Company or any of the Company Subsidiaries) for Taxes or (ii) any Liabilities of the Company or any of the Company Subsidiaries for Taxes for any Pre-Closing Tax Period (other than Taxes allocated to Buyer under Section 5.13 );

(d)          any Liabilities relating to or arising out of the Excluded Assets, including, without limitation, any and all Claims that constitute Excluded Assets;

(e)          any Liabilities which constitute intercompany payables, debt or other accounts owing from the Company or any Company Subsidiary to Seller, MMAC, MEC or any of their respective Affiliates;

(f)           any Liabilities in respect of any pending or threatened Claims arising out of, relating to or otherwise in respect of the Company Business, the Transferred Assets or the Obligations to the extent arising out of or relating to facts, circumstances or conditions existing on or prior to the Closing Date;

(g)          except as specifically provided in Section 5.01 , all Liabilities of MMAC or any of its Affiliates relating to or arising out of (i) the employment, or termination of employment, of any Employee or former employee or other service provider prior to the Closing, (ii) Benefit Plans, or (iii) workers’ compensation Claims of any Employee or former employee or other service provider that relate to events occurring prior to the Closing Date;

(h)          any Liabilities associated with debt, loans or credit facilities of MMAC, MEC, Seller or any of their respective Affiliates owing to financial institutions;

(i)           any Liabilities arising out of, in respect of or in connection with the failure by MMAC, MEC, Seller or any of their respective Affiliates to comply with any Law or Governmental Order;

(j)           any Environmental Claims, or Liabilities under Environmental Laws, to the extent arising out of or relating to facts, circumstances or conditions existing on or prior to the Closing Date or otherwise arising out of any actions or omissions of any of MMAC, MEC, Seller or any of their respective Affiliates;

(k)          any Liabilities arising out of, in respect of, in connection with, or associated with, the sale of Glisan Housing Partners, LLC’s assets including any and all Claims between, among or involving, MMA Capital TC Fund I, LLC, Jolt Realty Incorporated, LNR 2001 Fund III, LLC and Steadfast Companies;

(l)           any Liabilities arising or relating to any Claims arising in connection with the transactions contemplated by this Agreement and the other Transaction Documents; and

(m)         any Liabilities of MMAC, MEC, Seller or any of their respective Affiliates arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, including, without limitation, fees and expenses of counsel, accountants, consultants, advisers and others.

Section 2.05          Asset Purchase Price . The aggregate purchase price for the Transferred Assets shall be $57,000,000 (the “ Note Purchase Price ”), plus the assumption of the Obligations (collectively, the “ Asset Purchase Price ”), which shall be subject to adjustment in accordance with Section 2.06 . The Asset Purchase Price shall be paid entirely by the execution and delivery of the Purchase Money Note in an amount equal to the Note Purchase Price and assumption of the Obligations.

Section 2.06          IHS Working Capital Adjustment .

(a)           Schedule 1 contains MMAC’s estimate of the IHS Working Capital as of the close of business in New York, New York on the Closing Date (the “ Estimated IHS Working Capital ”). MMAC shall cooperate with and make available to Buyer and its Representatives the books and records of MMAC, Seller, the Company and each of the Company Subsidiaries and any documents, schedules or work papers used by MMAC in connection with MMAC’s preparation of the Estimated IHS Working Capital, as may be reasonably requested by Buyer.

(b)          For purposes of determining the Note Purchase Price delivered at the Closing, the following adjustments are applied to the Note Purchase Price: (i) if the Estimated IHS Working Capital is less than $2,597,215 (the “ Target IHS Working Capital ”), the Note Purchase Price delivered at the Closing shall be decreased by the amount the Target IHS Working Capital exceeds the Estimated IHS Working Capital and (ii) if the Estimated IHS Working Capital is greater than the Target IHS Working Capital, the Note Purchase Price delivered at the Closing shall be increased by the amount the Target IHS Working Capital is less than the Estimated IHS Working Capital (the “ IHS Working Capital Adjustment ”). If the Estimated IHS Working Capital is equal to the Target IHS Working Capital, then the Note Purchase Price delivered at the Closing shall not be adjusted.

(c)          Within forty-five (45) days after the Closing Date, Buyer shall deliver to MMAC its determination in writing of the IHS Working Capital as of the close of business in New York, New York on the Closing Date (the “ Closing IHS Working Capital ”), including reasonable detail with supporting documentation. MMAC and any accountants and advisors engaged by MMAC shall be permitted reasonable access to the books and records of Buyer, the Company and the Company Subsidiaries and any documents, schedules or work papers used by Buyer in its determination of the Closing IHS Working Capital, as may be reasonably requested by MMAC for purposes of evaluating Buyer’s determination of the Closing IHS Working Capital and making its own determination of the Closing IHS Working Capital.

(d)          Within thirty (30) days after Buyer’s delivery of its determination of the Closing IHS Working Capital, MMAC may object to Buyer’s determination of the Closing IHS Working Capital, by notifying Buyer in writing of each objection, including a reasonably detailed description of the basis therefor (which objections shall be limited to objections that the Buyer’s determination of the Closing IHS Working Capital contained mathematical errors or was not prepared in accordance with this Agreement) (the “ IHS Objection Notice ”). If MMAC fails to deliver an IHS Objection Notice within such thirty (30)-day period, Buyer’s determination of the Closing IHS Working Capital will be conclusively presumed to be true and correct in all respects and will be the final and binding Closing IHS Working Capital. If MMAC delivers an IHS Objection Notice to Buyer within such thirty (30)-day period, then Buyer and MMAC shall attempt in good faith to resolve any disputes as to the computation of the Closing IHS Working Capital within twenty (20) days from the date of delivery of the IHS Objection Notice. If Buyer and MMAC cannot reach agreement on all such disputes within such twenty (20)-day period (or such longer period as they may mutually agree), then all remaining disputes as to the computation of the Closing IHS Working Capital shall be resolved in accordance with the procedure set forth in Section 2.06(e) .

(e)          In the event that Buyer and MMAC cannot reach agreement on all disputes as to the computation of Closing IHS Working Capital within twenty (20) days after delivery of the IHS Objection Notice (or such longer period as they may mutually agree), Buyer and MMAC shall jointly submit only the items remaining in dispute (the “ Disputed Items ”) for determination by the Independent Accountant in accordance with the provisions of this Section 2.06 . Buyer and MMAC shall direct the Independent Accountant to review the Disputed Items and, within thirty (30) days following its engagement (or within the shortest time frame as the Independent Accountant shall agree), deliver a written report to Buyer and MMAC, setting forth its determination of the Disputed Items and the resulting calculation of the Closing IHS Working Capital. Buyer and MMAC shall cooperate with and timely respond to all reasonable requests for information, books, records and similar items by the Independent Accountant. The Independent Accountant shall determine only the Disputed Items. Each of Buyer and MMAC shall be entitled to make written presentations to the Independent Accountant regarding the Disputed Items, but neither Buyer nor MMAC shall meet separately with the Independent Accountant. In making its determination, the Independent Accountant shall (i) be bound by the terms and conditions of this Agreement, including (A) the definition of IHS Working Capital and (B) the terms of this Section 2.06(e) , and (ii) not assign any value with respect to a Disputed Item that is greater than the highest value for such Disputed Item claimed by either Buyer or MMAC or that is less than the lowest value for such Disputed Item claimed by either Buyer or MMAC. The submission of the Disputed Item to the Independent Accountant shall be the exclusive remedy for resolving disputes related to the determination of the IHS Working Capital, and the Independent Accountant’s determination shall be binding upon Buyer and MMAC. The Independent Accountant’s fees and expenses shall be borne pro rata as between MMAC, on the one hand, and Buyer, on the other hand, in proportion to the final allocation made by the Independent Accountant of the Disputed Items weighted in relation to the Claims made by MMAC, on the one hand, and Buyer, on the other hand, such that the prevailing party pays the lesser proportion of such fees and expenses. For example, if MMAC claims that the Disputed Items are, in the aggregate, $1,000 greater than the amount determined by Buyer and if the Independent Accountant ultimately resolves the dispute by awarding to MMAC an aggregate of $300 of the $1,000 contested, then the fees, costs and expenses of the Independent Accountant will be allocated 30% (i.e., 300 divided by 1,000) to Buyer and 70% (i.e., 700 divided by 1,000) to MMAC.

(f)            Post-Closing Adjustment .

(i)          If (A) an IHS Working Capital Adjustment was made at Closing and the Closing IHS Working Capital is less than the Estimated IHS Working Capital, MMAC shall pay, by wire transfer of immediately available funds, to Buyer an amount in cash equal to the difference between the Closing IHS Working Capital and the Estimated IHS Working Capital, or (B) no IHS Working Capital Adjustment was made at the Closing (because the Estimated IHS Working Capital equaled the Target IHS Working Capital) and the Closing IHS Working Capital is less than the Target IHS Working Capital, MMAC shall pay, by wire transfer of immediately available funds, to Buyer an amount in cash equal to the difference between the Closing IHS Working Capital and the Target IHS Working Capital.

(ii)         If (A) an IHS Working Capital Adjustment was made at the Closing and the Closing IHS Working Capital is greater than the Estimated IHS Working Capital, Buyer shall pay, by wire transfer of immediately available funds, to MMAC an amount in cash equal to the difference between the Closing IHS Working Capital and the Estimated IHS Working Capital, or (B) no IHS Working Capital Adjustment was made at the Closing (because the Estimated IHS Working Capital equaled the Target IHS Working Capital) and the Closing IHS Working Capital is greater than the Target IHS Working Capital, Buyer shall pay, by wire transfer of immediately available funds, to MMAC an amount in cash equal to the difference between the Closing IHS Working Capital and the Target IHS Working Capital.

Section 2.07          Transactions to be Effected at the Closing .

(a)          At the Closing, Buyer shall deliver, or cause to be delivered, to Seller:

(i)          the Note Purchase Price by delivery of the Purchase Money Note and the Pledge and Security Agreement, in each case, duly executed and delivered by Buyer;

(ii)         an assignment and assumption of the Interests to Buyer in the form of Exhibit D hereto (the “ Equity Assignment ”), duly executed by Buyer;

(iii)        the Assignment and Assumption of MEC Management Agreement, duly executed by the Manager;

(iv)        the First Amendment to SDL Operating Agreement, duly executed by the Manager;

(v)         the First Amendment to SCL/SPL Ancillary Agreement, duly executed by the Manager;

(vi)        appropriate agreements, documents, instruments or certificates required to replace guarantees by MMAC and its Affiliates of Merrill Lynch Capital Services (together with its Affiliates, “ MLCS ”) whether to investors or to guaranteed funds in certain MGM LIHTC Assets or TC Fund I, such that MMAC and its Affiliates are released from any further liability thereon, in form and substance reasonably satisfactory to Buyer, MLCS and MMAC;

(vii)       the Management Agreement, duly executed by the Manager;

(viii)      a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors or managers, as applicable, of Hunt and Buyer authorizing the execution, delivery and performance of this Agreement and each of the other applicable Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; and

(ix)         a certificate of the Secretary or an Assistant Secretary (or equivalent executive officer) of Buyer certifying the names and signatures of the officers of Hunt and Buyer authorized to sign this Agreement and the other Transaction Documents to be delivered hereunder.

(b)          At the Closing, Seller, MMAC and MEC, as applicable, shall deliver, or cause to be delivered, to Buyer:

(i)          the Equity Assignment, duly executed by MMAC and Seller and their applicable Affiliates;

(ii)         the Assignment and Assumption of MEC Management Agreement, duly executed by MEC;

(iii)        the First Amendment to SDL Operating Agreement, duly executed by MEC and the other parties thereto (other than the Manager);

(iv)        the First Amendment to SCL/SPL Ancillary Agreement, duly executed by MMAC and the other parties thereto (other than the Manager);

(v)         the Management Agreement, duly executed by MMAC;

(vi)        a copy of each third-party consent set forth in Schedule 7 (such third-party consents, the “ Required Consents ”);

(vii)       a certificate of the Secretary or an Assistant Secretary (or equivalent executive officer) of MMAC certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of MMAC, MEC and Seller authorizing the execution, delivery and performance of this Agreement and each of the other applicable Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby and no other resolutions are necessary to authorize the execution, delivery and performance of this Agreement and each of the other applicable Transaction Documents and the consummation of the transactions contemplated hereby and thereby;

(viii)      a certificate of the Secretary or an Assistant Secretary (or equivalent executive officer) of MMAC certifying the names and signatures of the officers of MMAC, MEC and Seller authorized to sign this Agreement and the other Transaction Documents to be delivered hereunder;

(ix)         certificates, in compliance with Treasury Regulations Section 1.1445-2(b)(2), certifying that each of Seller, MMAC and MEC is not a foreign person; and

(x)          if requested by Buyer, written resignations, in form and substance reasonably acceptable to Buyer, from each officer and director of the Company and the Company Subsidiaries as so requested.

Section 2.08          Acquisition of MMAC Common Shares .

(a)          Subject to the terms and conditions set forth in this Agreement, (i) on the date that is sixty (60) days after the Closing Date (such date, the “ First Share Purchase Closing Date ”), MMAC shall issue and sell to Buyer or one of its Subsidiaries or Affiliates, and Buyer or one of its Subsidiaries or Affiliates shall purchase and acquire from MMAC, 125,000 validly issued, fully paid and non-assessable MMAC Common Shares, free and clear of all Encumbrances (other than Encumbrances relating to the transfer of securities under applicable securities Laws, including those imposed by MMAC’s transfer agent in connection with such securities Laws transfer restrictions), for an aggregate purchase price equal to the First Share Purchase Price, and (ii) on the six (6)-month anniversary of the Closing Date (such date, the “ Second Share Purchase Closing Date ”), MMAC shall issue and sell to Buyer or one of its Subsidiaries or Affiliates, and Buyer or one of its Subsidiaries or Affiliates shall purchase and acquire from MMAC, 125,000 validly issued, fully paid and non-assessable MMAC Common Shares, free and clear of all Encumbrances (other than Encumbrances relating to the transfer of securities under applicable securities Laws, including those imposed by MMAC’s transfer agent in connection with such securities Laws transfer restrictions), for an aggregate purchase price equal to the Second Share Purchase Price (the MMAC Common Shares purchased pursuant to the foregoing clauses (i) and (ii), collectively, the “ Purchased Shares ”); provided , however , that, subject to the terms and conditions herein, such sales and purchases of the Purchased Shares (each, a “ Subsequent Closing ”) may, at the option of Buyer, occur in one or more closings prior to the First Share Purchase Closing Date and/or the Second Share Purchase Closing Date, as applicable. If Buyer determines that it desires to accelerate the First Share Purchase Closing Date and/or the Second Share Purchase Closing Date, as applicable, it shall deliver a notice (the “ Early Share Purchase Closing Notice ”) to MMAC, setting forth the number of MMAC Common Shares it desires to purchase at such Subsequent Closing and the date of such Subsequent Closing, which date shall be no earlier than five (5) Business Days after delivery to MMAC of such Early Share Purchase Closing Notice. Notwithstanding anything contained herein to the contrary, in no event shall the number of Purchased Shares exceed 250,000 MMAC Common Shares and in no event shall the aggregate consideration paid by Buyer or one of its Subsidiaries or Affiliates for the Purchased Shares differ from the amount equal to the First Share Purchase Price plus the Second Share Purchase Price. Each Subsequent Closing shall, subject to the terms and conditions of this Agreement, take place at the offices of Gallagher Evelius & Jones LLP, 218 North Charles Street, Suite 400, Baltimore, Maryland 21201, or such other location as Buyer and MMAC shall mutually select.

(b)          At each Subsequent Closing, MMAC shall deliver, or cause to be delivered, to Buyer or one of its Subsidiaries or Affiliates that is acquiring the applicable number of Purchased Shares, such Purchased Shares and evidence of the issuance thereof by book-entry from MMAC’s transfer agent.

(c)          At each Subsequent Closing, Buyer (or one of its Subsidiaries or Affiliates) shall deliver, or cause to be delivered to MMAC, the First Share Purchase Price or the Second Share Purchase Price, as applicable.

(d)          The obligation of MMAC to issue and deliver the applicable Purchased Shares at any Subsequent Closing as provided in this Section 2.08 , shall be subject to the satisfaction or waiver, prior thereto or concurrently therewith, of the following condition:

(i)          At such Subsequent Closing, (x) there shall exist no Law, Governmental Order, injunction or other order promulgated or issued by any Governmental Authority of competent jurisdiction which prohibits the consummation of the Share Purchase and (y) there shall not be pending any Claim by any Governmental Authority challenging or seeking to make illegal or prohibit the consummation of the Share Purchase.

(e)          The obligation of Buyer (or one of its Subsidiaries or Affiliates) to purchase and pay for applicable Purchased Shares at any Subsequent Closing as provided in this Section 2.08 , shall be subject to the satisfaction or waiver, prior thereto or concurrently therewith, of the following conditions:

(i)          At such Subsequent Closing, (x) there shall exist no Law, Governmental Order, injunction or other order promulgated or issued by any Governmental Authority of competent jurisdiction which prohibits the consummation of the Share Purchase and (y) there shall not be pending any Claim by any Governmental Authority challenging or seeking to make illegal or prohibit the consummation of the Share Purchase; and

(ii)         Since the date of this Agreement, no change, event, circumstance, effect, development, condition or occurrence shall have occurred that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(f)           The Parties acknowledge and agree that the obligations with respect to, and the consummation of, the Share Purchase are subsequent to and conditioned on the earlier consummation of the Closing.

Section 2.09          Contingent Purchase Price Payment .

(a)          Subject to the terms and conditions of this Agreement, if the Contingent Purchase Price Hurdle is met at any time during the Contingent Purchase Price Period, Buyer shall thereafter pay to Seller the Contingent Purchase Price Amount in accordance with Section 2.09(c) . A Contingent Purchase Price Amount becoming payable shall be treated as an addition to the Purchase Price. For the avoidance of doubt, no Contingent Purchase Price Amount will be due or payable to Seller if the Contingent Purchase Price Hurdle is not met during the Contingent Purchase Price Period.

(b)          On an annual basis during the Contingent Purchase Price Period (each such period, an “ Interim Contingent Purchase Price Period ”) and at Seller’s sole cost and expense, within sixty (60) days of each calendar year-end, Buyer shall prepare and deliver to Seller its determination in writing of the cumulative Contingent Purchase Price Amount, if any, due to Seller after deducting any Contingent Purchase Price Amounts that were previously remitted to the Seller in any prior Interim Contingent Purchase Price Periods (such amount, the “ Estimated Interim Contingent Purchase Price Amount ”). The written determination shall include reasonable detail with supporting documentation, the calculation shall be at Seller’s sole cost and expense and shall be, at Seller’s sole cost and expense, verified by an independent third-party accounting firm of regional or national standing mutually agreed by Buyer and Seller. If a Contingent Purchase Price Amount is due and payable to Seller for any Interim Contingent Purchase Price Period, then, within ten (10) Business Days of the delivery of Buyer’s calculation of the Estimated Interim Contingent Purchase Price Amount to Seller, Buyer shall pay, by wire transfer of immediately available funds, to Seller an amount equal to the Estimated Interim Contingent Purchase Price Amount.

(c)          If, at any time during the Contingent Purchase Price Period (other than in connection with the expiration of the Contingent Purchase Price Period, which shall be governed by Section 2.09(d)) , Buyer determines that previously paid Estimated Interim Contingent Purchase Price Amounts, in the aggregate, resulted in an (i) overpayment to Seller or (ii) underpayment to Seller, in each case, in respect of the Contingent Purchase Price Amount payable for all applicable Interim Contingent Purchase Price Periods, then, (x) in the case of clause (i), Seller shall promptly pay to Buyer, in immediately available funds to a bank account designated in writing by Buyer, the amount of such overpayment as determined by Buyer and (y) in the case of clause (ii), Buyer shall promptly pay to Seller, in immediately available funds to a bank account designated in writing by Seller, the amount of such underpayment as determined by Buyer. If Seller disagrees with Buyer’s determinations in connection with this Section 2.09(c) , the provisions of Section 2.06(d) and 2.06(e) shall apply mutatis mutandis to the resolution of any disputes relating thereto.

(d)          Within sixty (60) days after the expiration of the Contingent Purchase Price Period, Buyer shall deliver to Seller its determination in writing of the Contingent Purchase Price Amount for the entire Contingent Purchase Price Period (such amount, the “ Final Contingent Purchase Price Amount ”), if any, due to Seller after deducting all Contingent Purchase Price Amounts that were previously remitted to the Seller in any prior Interim Contingent Purchase Price Periods. The written determination shall include reasonable detail with supporting documentation and the calculation shall be verified by an independent third-party accounting firm of regional or national standing mutually agreed upon by Buyer and Seller. If Seller disagrees with Buyer’s calculation of the Final Contingent Purchase Price Amount, the provisions of Section 2.06(d) and 2.06(e) shall apply mutatis mutandis to the resolution of any disputes relating thereto. No later than ten (10) Business Days after the Final Contingent Purchase Price Amount is determined:

(i)          If the Final Contingent Purchase Price Amount due to Seller exceeds the aggregate Estimated Interim Contingent Purchase Price Amounts, if any, Buyer shall promptly pay to Seller, in immediately available funds to a bank account designated in writing by Seller, the amount of such excess.

(ii)         If the Final Contingent Purchase Price Amount due to Seller is less than the aggregate Estimated Interim Contingent Purchase Price Amounts, if any, Seller shall promptly pay to Buyer, in immediately available funds to a bank account designated in writing by Buyer, the amount of such shortfall.

(e)          For the avoidance of doubt, in no event shall anything in this Section 2.09 prohibit Buyer and/or its Affiliates from selling all or any portion of their equity interests in, or assets of, Buyer and/or its Affiliates (including any of the LIHTC Assets or any of the MGM LIHTC Assets), directly or indirectly, whether by way of merger, consolidation, sale of assets or otherwise.

Section 2.10          Allocation of Asset Purchase Price . Within thirty (30) days after the Closing Date, MMAC shall deliver to Buyer a schedule allocating the Note Purchase Price (and any Obligations treated as consideration for the Transferred Assets for Tax purposes) (the “ Allocation Schedule ”). The Allocation Schedule shall be prepared in accordance with Section 1060 of the Code. The Allocation Schedule shall be deemed final unless Buyer notifies MMAC in writing that Buyer objects to one or more items reflected in the Allocation Schedule within thirty (30) days after delivery of the Allocation Schedule to Buyer. In the event of such objection, MMAC and Buyer shall negotiate in good faith to resolve such dispute; provided , however , that if MMAC and Buyer are unable to resolve any dispute with respect to the Allocation Schedule within (30) days after Buyer’s delivery of notice of objection to MMAC, such dispute shall be resolved by the Independent Accountant in accordance with the procedure set forth in Section 5.07(a) . The fees and expenses of the Independent Accountant shall be borne equally by MMAC and Buyer. MMAC and Buyer agree to file their respective IRS Forms 8594 and all federal, state and local Tax Returns in accordance with the Allocation Schedule.

Section 2.11          Closing . Subject to the terms and conditions of this Agreement, the consummation of the transactions contemplated by this Agreement (other than the Share Purchase and any assignment of the MGM Agreements) (the “ Closing ”) shall take place at the offices of Gallagher Evelius & Jones LLP, 218 North Charles Street, Suite 400, Baltimore Maryland 21201 simultaneously with the execution and delivery of this Agreement on the date hereof unless another place is agreed to in writing by the Parties (the day on which the Closing takes place being the “ Closing Date ”). The Closing shall be deemed effective as of 10:00 a.m., Eastern time, on the Closing Date.

Section 2.12          Withholding . Buyer shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as Buyer is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign Tax Law. To the extent that such amounts are so deducted and withheld by Buyer and paid to the applicable Governmental Authority, such withheld and deducted amounts will be treated for all purposes of this Agreement as having been paid by Buyer to the Person in respect of which such deduction and withholding was made.

Article III

REPRESENTATIONS AND WARRANTIES OF MMAC AND SELLER

Except as set forth in the correspondingly numbered Section of the Disclosure Schedules, MMAC and Seller represent and warrant to Buyer as follows:

Section 3.01          Organization and Authority of Seller . Each of MMAC, MEC and Seller is a limited liability company or corporation duly organized or incorporated, as applicable, validly existing and in good standing under the Laws of the state of its state of organization or incorporation, as applicable. Each of MMAC, MEC and Seller has all necessary limited liability company or corporate power and authority, as applicable, to own, lease and operate its properties and assets and to carry on its business as it is currently conducted. Each of MMAC, MEC and Seller is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing would not have a Material Adverse Effect. Each of MMAC, MEC and Seller has full power and authority to enter into and perform this Agreement and each of the other Transaction Documents to which it is or will be a party, to carry out its obligations hereunder and to consummate the transactions contemplated hereby and thereby (including, for the avoidance of doubt, with respect to any actions taken by MMAC, MEC, Seller or any of their respective Affiliates in connection with the transfer of assets to the Company prior to the Closing).

Section 3.02          Enforceability . The execution and delivery by each of MMAC, MEC and Seller of this Agreement and each of the other Transaction Documents to which it is or will be a party, the performance by MMAC, MEC and Seller of its obligations hereunder and thereunder and the consummation by MMAC, MEC and Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite limited liability company or corporate action, as applicable, on the part of MMAC, MEC and Seller, as applicable, and no other limited liability company or corporate proceeding, as applicable, on the part of MMAC, MEC or Seller or their board of directors or managers, stockholders, members or any other equityholders is necessary to authorize the execution, delivery and performance by MMAC, MEC and Seller of this Agreement and any of the other Transaction Documents to which MMAC, MEC or Seller, as applicable, is or will be a party. This Agreement has been and each of the other Transaction Documents has been or will be duly executed and delivered by MMAC, MEC and Seller, and (assuming due authorization, execution and delivery by each of the other parties hereto or thereto) this Agreement and each of the other Transaction Documents constitute a legal, valid and binding obligation of MMAC, MEC and Seller, enforceable against MMAC, MEC and Seller in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Section 3.03          Organization, Authority and Qualification of the Company and the Company Subsidiaries . The Company and each of the Company Subsidiaries is a limited liability company or a corporation, duly organized or incorporated, as applicable, validly existing and in good standing under the Laws of the state of its state of organization or incorporation, as applicable. The Company and each Company Subsidiary has all necessary limited liability company or corporate power and authority, as applicable, to own, operate or lease its properties and assets now owned, operated or leased by it and to carry on its business as it is currently conducted. The Company and each Company Subsidiary is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing would not have a Material Adverse Effect. The Company and each Company Subsidiary has full power and authority to enter into, deliver and perform each of the other Transaction Documents to which the Company or any Company Subsidiary is or will be a party and to carry out its obligations thereunder and to consummate the transactions contemplated thereby.

Section 3.04          Capitalization; Subsidiaries .

(a)          As of the date hereof, the MMAC Board has authorized the issuance of 50,000,000 MMAC Common Shares and no other classes or series of securities. As of the close of business on January 3, 2018, (i) 5,525,687 MMAC Common Shares were issued and outstanding and (ii) 1,289,385 MMAC Common Shares were reserved for issuance pursuant to the Benefit Plans. Except as set forth in the immediately preceding sentence, as of the close of business on January 8, 2018, there are no securities convertible into, or exchangeable or exercisable for, equity securities of MMAC.

(b)          All issued and outstanding MMAC Common Shares and all MMAC Common Shares that are subject to issuance, including the Purchased Shares, (i) are, or upon issuance will be, duly authorized and validly issued, and (ii) are not, or upon issuance will not be, subject to any preemptive rights. The issuance of the Purchased Shares does not contravene the rules and regulations of the NASDAQ Stock Market.

(c)           Section 3.04(c) of the Disclosure Schedules sets forth a complete and accurate list of the name and jurisdiction of each MMAC Subsidiary. All of the issued and outstanding shares of capital stock of, or other equity interests in, each MMAC Subsidiary have been duly authorized, validly issued and issued in compliance with all applicable Laws and not in violation of any preemptive rights and are, to the extent applicable, fully paid and nonassessable and are directly owned of record by MMAC or a MMAC Subsidiary, free and clear of all Encumbrances, except as set forth on Section 3.04(c) of the Disclosure Schedules.

(d)          Neither MMAC nor any MMAC Subsidiary will, at the Closing, directly or indirectly own, or have a direct or indirect ownership interest in, any Person (other than a MMAC Subsidiary, Cypress Spanish Fort III, LLC, the Company, a Company Subsidiary, the Project Partnerships, the Other Entities and other intermediate entities through which any of such Persons holds such Project Partnerships and Other Entities).

(e)          The Interests represent all of the issued and outstanding equity interests of the Company, and Seller owns all of the Interests and no other Person has any ownership interest whatsoever (legal or equitable) in the Interests.

(f)            Section 3.04(f) of the Disclosure Schedules sets forth a complete and accurate list of the name and jurisdiction of each of the Company Subsidiaries. All of the issued and outstanding shares of capital stock of, or other equity interests in, each Company Subsidiary have been duly authorized, validly issued and are, to the extent applicable, fully paid and nonassessable and are directly owned of record by the Company or a Company Subsidiary, free and clear of all Encumbrances, except as set forth on Section 3.04(f) of the Disclosure Schedules.

(g)          Except for the Company Subsidiaries, the Company or a Company Subsidiary will not at the Closing directly or indirectly own, or have any direct or indirect ownership interest in, any other Person (other than a Company Subsidiary), except that the Company owns indirectly through the Company Subsidiaries and other intermediate entities the equity interests in the “Other Entities” and Project Partnerships as described on Schedule 2 .

(h)          The Interests and the equity capital in each of the Company Subsidiaries are duly authorized and validly issued, were issued in compliance with all applicable Laws and not in violation of any preemptive rights. The Interests and the equity capital in each of MMAC, the Company Subsidiaries and the MMAC Subsidiaries were issued in compliance with the Organizational Documents of MMAC, the Company, each of the Company Subsidiaries, and the MMAC Subsidiaries, as applicable, and each other agreement, arrangement, or commitment to which MMAC, Seller, the Company, any of the Company Subsidiaries or any of the MMAC Subsidiaries or any of their respective Affiliates is a party and are not subject to, or in violation of, any preemptive or similar rights of any Person.

(i)           Except as set forth in Section 3.04(i) of the Disclosure Schedules, there are no outstanding or authorized options, warrants, convertible or exchangeable securities or other rights, agreements, arrangements or commitments of any character relating to the equity securities or capital stock of MMAC or any of its Subsidiaries (including the Company and the Company Subsidiaries but excluding the Project Partnerships and Other Entities) or obligating MMAC or any such Subsidiaries or any of their respective Affiliates to issue or sell any membership interest, shares of capital stock or any other interest in, MMAC or any such Subsidiaries. None of MMAC or any of its Subsidiaries (including the Company and the Company Subsidiaries) has outstanding or authorized any stock appreciation, phantom stock, profit participation or similar rights. Other than the Organizational Documents of MMAC and its Subsidiaries (including the Company and the Company Subsidiaries but excluding the Project Partnerships and Other Entities), there are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the equity capital of MMAC or any of its Subsidiaries (including the Company and the Company Subsidiaries but excluding the Project Partnerships and Other Entities).

(j)           Neither MMAC nor any Subsidiary thereof (including the Company and the Company Subsidiaries but excluding the Project Partnerships and Other Entities) has any authorized or outstanding bonds, debentures, notes or other indebtedness (i) the holders of which have the right to vote or (ii) convertible into, exchangeable for, or evidencing the right to subscribe for or acquire securities having the right to vote, with, in each case, the equity holders of MMAC or such Subsidiary on any matter. Except as set forth in Section 3.04(j) of the Disclosure Schedules or as provided in any of the Organizational Documents of MMAC, Seller and the Company, there are no agreements or understandings to which MMAC, Seller, the Company or any of their respective Affiliates is a party or by which it is bound to (x) repurchase, redeem or otherwise acquire any shares of capital stock or other equity interests of, or voting interest in, the Company, MMAC or any Subsidiary of MMAC (including the Company Subsidiaries but excluding the Project Partnerships and Other Entities) or (y) vote or dispose of any shares of capital stock or other equity interests of, or voting interest in, the Company, MMAC or any Subsidiary of MMAC (including the Company Subsidiaries but excluding the Project Partnerships and Other Entities), including any irrevocable proxies or voting agreements with respect to any shares of capital stock or other equity interests of, or voting interest in, the Company, MMAC or any Subsidiary of MMAC (including the Company Subsidiaries but excluding the Project Partnerships and Other Entities).

Section 3.05          No Conflicts; Consents .

(a)          The execution, delivery and performance by MMAC, MEC and Seller of this Agreement and the execution, delivery and performance by them, the Company and any Company Subsidiary of each of the other Transaction Documents to which they (individually or collectively) are or will be a party, and the consummation by each of them of the transactions contemplated hereby and thereby (including any assignment of the MGM Agreements to Buyer), do not and will not: (i) conflict with or result in a violation or breach (or an event which, with the giving of notice or the passage of time, or both, would constitute a breach) of, require any consent, authorization, approval or exemption by, any Person under, or give to others any rights of termination or amendment under, any provision of the Organizational Documents of MMAC, MEC, Seller, the Company or any Subsidiary of MMAC (including the Company Subsidiaries); (ii) conflict with or result in a violation or breach of any provision of any Law or Governmental Order binding upon or applicable to MMAC, MEC, Seller, the Company or any Subsidiary of MMAC (including the Company Subsidiaries) or any of their respective assets (including the Transferred Assets and/or the Retained Business); (iii) result in the creation or imposition of any Encumbrance upon any of the property or assets of any of MMAC, MEC, Seller, the Company or any Subsidiary of MMAC (including the Company Subsidiaries); or (iv) except as set forth in Section 3.05(a)(iv) of the Disclosure Schedules and for any consent, notice or other action obtained prior to the date hereof, require the consent, the giving of notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default (or an event which, with the giving of notice or the passage of time, or both, would constitute a default) under or result in the acceleration of, any Contract to which MMAC, MEC, Seller, the Company or any Subsidiary of MMAC (including the Company Subsidiaries) is a party or by which any of their properties or assets are bound; except, in the case of clauses (i) (but only with respect to Project Partnerships and Other Entities), (ii), (iii) and (iv) above, as would not be material to (x) the Company and the Company Subsidiaries, taken as a whole, the Company Business, or the Transferred Assets or (y) MMAC and the MMAC Subsidiaries, taken as a whole (including the Retained Business).

(b)          No consent, approval, Permit, Governmental Order, exemption by, declaration, registration, qualification or filing with, or notice to, any Governmental Authority is required by or with respect to MMAC, MEC, Seller or any Subsidiary of MMAC (including the Company Subsidiaries) in connection with the execution, delivery and performance of this Agreement or any of the other Transaction Documents and the consummation by each of them of the transactions contemplated hereby and thereby (including any assignment of the MGM Agreements to Buyer), except as set forth in Section 3.05(a)(iv) of the Disclosure Schedules and except for such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which would not be material to (x) the Company and the Company Subsidiaries, taken as a whole (including the Company Business) or (y) MMAC and the MMAC Subsidiaries, taken as a whole (including the Retained Business).

(c)          Except as set forth in Section 3.05(a)(iv) of the Disclosure Schedules and for any consent, vote or approval obtained prior to the date hereof, none of MMAC, MEC, Seller, the Company, any Company Subsidiary or any of their respective Affiliates is required to give any notice to or obtain any consent, vote or approval from any Person (including, for the avoidance of doubt, any holder of any equity interests in MMAC, MEC, Seller, the Company or any Subsidiary of MMAC (including the Company Subsidiaries)) in connection with the execution and delivery of this Agreement or any of the other Transaction Documents, or the consummation or performance of the transactions contemplated hereby or thereby (including any assignment of the MGM Agreements to Buyer).

Section 3.06          Company Financial Statements . Attached hereto as Schedule 4 is a true and correct copy of the Company’s unaudited pro forma balance sheet based on a September 30, 2017 unaudited consolidated balance sheet and giving effect to the consummation of the transactions described in this Agreement as of the Closing Date (the “ Company Financial Statements ”). The Company Financial Statements have been prepared from the books and records of the Company and the Company Subsidiaries in accordance with GAAP applied on a consistent basis throughout the periods involved, subject to normal and recurring year-end adjustments and the absence of notes. The Company Financial Statements fairly present in all material respects the financial condition of the Company and the Company Subsidiaries reflected therein as of the respective dates they were prepared, giving effect to the consummation of the transactions described in this Agreement as of the Closing Date.

Section 3.07          SEC Reports; MMAC Financial Statements; Internal Controls .

(a)          MMAC has timely filed with or otherwise furnished (as applicable) to the SEC all filings required to be made by it pursuant to the Exchange Act and the Securities Act, including the SEC Filings. As of their respective dates, the SEC Filings, including any financial statements or schedules included or incorporated by reference therein, at the time filed complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Filings.

(b)          As of their respective dates, the SEC Filings, including any financial statements or schedules included or incorporated by reference therein, at the time filed did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(c)          The MMAC Financial Statements have been prepared from the books and records of MMAC and each of its Subsidiaries in accordance with GAAP applied on a consistent basis throughout the periods involved, subject, in the case of any of the MMAC Current Financial Statements, to normal and recurring year-end adjustments and the absence of notes (that, if included, would not differ materially from those presented in the MMAC Audited Financial Statements). The MMAC Financial Statements fairly present in all material respects the financial condition of MMAC and the MMAC Subsidiaries reflected therein as of the respective dates they were prepared and the results of the operations and the changes in the financial position of the entities reflected therein for the periods indicated and have been prepared in the ordinary course of business in accordance with past practices consistently applied throughout the periods indicated.

(d)          Except as described in the SEC Filings, MMAC has established and maintain a system of “internal controls” over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of their financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

Section 3.08          Undisclosed Liabilities .

(a)          None of the Company or any of the Company Subsidiaries has any liabilities, obligations or commitments of a type required to be reflected or reserved against on a balance sheet of the Company and the Company Subsidiaries prepared in accordance with GAAP, except (i) those which are adequately reflected or reserved against in the Company Financial Statements; (ii) those which are set forth on Section 3.08(a) of the Disclosure Schedules; and (iii) those which have been incurred in the ordinary course of business, consistent with past practice, since the date of the Company Financial Statements and which are not material in amount.

(b)          None of MMAC nor any of its Subsidiaries has any liabilities, obligations or commitments of a type required to be reflected or reserved against on a balance sheet of MMAC and its Subsidiaries prepared in accordance with GAAP, except (i) those which are adequately reflected or reserved against in the MMAC Financial Statements; (ii) those which are set forth on Section 3.08(b) of the Disclosure Schedules; and (iii) those which have been incurred in the ordinary course of business, consistent with past practice, since the date of the MMAC Current Financial Statements and which are not material in amount.

Section 3.09          Absence of Certain Changes, Events and Conditions . Except as expressly contemplated by this Agreement or as set forth on Section 3.09 of the Disclosure Schedules, (x) in the case of the Company Business, from September 30, 2017 until the date of this Agreement, each of the Company and each Company Subsidiary has operated in the ordinary course of business consistent with past practice and (y) in the case of the Retained Business, from the date of the MMAC Current Financial Statements until the date of this Agreement, each of MMAC and each MMAC Subsidiary has operated in the ordinary course of business consistent with past practice and, in each case, there has not been any:

(a)          event, occurrence or development that has had, or could be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect;

(b)          except as disclosed or provided for in the SEC Filings with respect to MMAC in connection with MMAC’s share buyback program, declaration or payment of any dividends or distributions on or in respect of any membership interests, shares of capital stock or other equity securities or redemption, purchase or acquisition of any membership interests, shares of capital stock or other equity interests other than in the ordinary course of business, consistent with past practice;

(c)          amendment of any Organizational Documents;

(d)          split, combination or reclassification of any membership interests, shares of capital stock or other equity securities;

(e)          except in accordance with MMAC Benefit Plans disclosed in the SEC Filings, issuance, sale or other disposition of, or creation of any Encumbrance on, membership interests, shares of capital stock or other equity interest, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any membership interests, shares of capital stock or other equity interests;

(f)           material change in any method of accounting or accounting practice, except as required by GAAP or applicable Law or as disclosed in the notes to the Company Financial Statements or the MMAC Financial Statements, as applicable;

(g)          material change in policies, practices and procedures with respect to cash management, prepayment of expenses, accrual of other expenses, deferral of revenue, payment of trade accounts payable, or similar changes that would otherwise impact the methodology for calculating the IHS Working Capital or GAAP Common Shareholders’ Equity (as such term is defined in the Management Agreement), except as required by GAAP or applicable Law or as disclosed in the notes to the Company Financial Statements or the MMAC Financial Statements, as applicable;

(h)          (A) except as required by a change in Law, (w) new Tax election or Tax reporting practice or policy or any changes to or rescission of any existing Tax election or Tax reporting practice or policy, (x) agreement to any extension or waiver of the statute of limitations with respect to the assessment or determination of Taxes, (y) filing of any Tax Return that is prepared inconsistent with past practice or (z) filing any amended Tax Return or (B) closing agreement entered into, settlement of any Tax Claim or assessment, surrendering of any right to claim a material refund of Taxes or failure to pay any Tax as such Tax becomes due and payable (unless such Tax is being contested in good faith through appropriate proceedings and in respect of which adequate reserves have been set aside in the applicable financial statements in accordance with GAAP);

(i)           incurrence, assumption or guarantee of any indebtedness for borrowed money in an aggregate amount exceeding $350,000, except unsecured current obligations and liabilities incurred in the ordinary course of business consistent with past practice;

(j)           sale, sublease, lease, license, transfer, assignment, pledge, imposition of an Encumbrance upon (or allowing such imposition), grant or other disposition (including by merger) of any assets (whether tangible or intangible), except (i) in the ordinary course of business and which were direct and indirect dispositions of general partner and limited partner interests in the Project Partnerships in the Company’s LIHTC Assets, or (ii) for any assets having an aggregate value of less than $350,000;

(k)          acquisition by merger or combination or consolidation with, or purchase or acquisition of any property or assets or stock of, or by any other manner, any business or material assets of any Person or any division thereof, in each case, for consideration in excess of $350,000 individually or $1,000,000 in the aggregate;

(l)           adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law;

(m)         adoption of, establishment of, entering into, amendment of, termination of, or increase in the benefits under any Benefit Plan or other employee benefit, plan, practice, program, policy or contract that would be a Benefit Plan if in effect on the date of this Agreement, in any case other than as may be required by the terms of such Benefit Plan or as may be required by applicable Law;

(n)          increase in the compensation or benefits of any current or former director, officer, employee or consultant of MMAC or any of its Affiliates other than ordinary-course wage-rate increases for non-salaried employees or as required by any Benefit Plan listed on Section 3.20(a) of the Disclosure Schedules;

(o)           hiring or termination (other than for good cause) of any senior executive of MMAC or any of its Affiliates;

(p)          entering into any new or successor collective bargaining agreement, execution of any other agreement with a labor organization or group representing or seeking to represent the Employees, or amendment to the terms of any collective bargaining agreement on the part of MMAC or any of its Affiliates;

(q)          cancellation of any debts or Claims or amendment, termination or waiver of any rights affecting the Company Business or the Retained Business, as applicable;

(r)          any material damage, material loss or material interruption to the use of any material assets or material properties affecting the Company Business or the Retained Business, in each case, whether or not covered by insurance;

(s)          acceleration, termination, material modification or cancellation of any Permit or any material Contract with respect to the Company Business or the Retained Business, as applicable;

(t)          transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Owned Intellectual Property or IP Licenses relating to or used in connection with the Company Business or the Retained Business;

(u)          settlement or compromise of any claim against the Company, MMAC, the MMAC Subsidiaries or the Company Subsidiaries with a value in excess of $350,000;

(v)         entering into, terminating, amending, modifying or waiving in any material respect any Real Property Lease and acquiring or selling or entering into any agreement to acquire or sell any interest in real property; or

(w)         any agreement or commitment to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Section 3.10          Title to the Transferred Assets and the Purchased Shares .

(a)          (i) Seller has (and, at the Closing, Buyer will receive) good and valid title to the Interests and (ii) MMAC and MEC, as applicable, have (and at the Closing, Buyer will receive) all rights to and interests in, all of the Management Arrangements and Management Fee Rights, and all such rights and interests are freely transferable without further action by or consent of any Person (except, in the case of the Management Arrangements and Management Fee Rights, for those items set forth on Section 3.10 of the Disclosure Schedules, for which irrevocable consent has been obtained for the consummation of the transactions contemplated by this Agreement), in each case, free and clear of any Encumbrances except, in the case of the Management Arrangements and Management Fee Rights, for those items set forth on Section 3.10 of the Disclosure Schedules.

(b)          As of immediately prior to each Subsequent Closing, MMAC will have (and at each Subsequent Closing, Buyer will receive) good and valid title to the applicable Purchased Shares, free and clear of any Encumbrances, except for restrictions on transfer imposed under applicable securities Laws. As of immediately prior to each Subsequent Closing, MMAC shall not have granted to any Person any economic, voting or other rights in respect of the Purchased Shares.

Section 3.11          Sufficiency and Condition Assets .

(a)          The Company, directly or indirectly through the Company Subsidiaries, owns all of the assets used in connection with the Company Business, and such assets are sufficient for the continued conduct of the Company Business after the Closing in substantially the same manner as currently conducted and constitute all of the assets necessary to conduct of the Company Business as currently conducted.

(b)          Except as set forth in Section 3.11(b) of the Disclosure Schedules, to the Knowledge of Seller, (i) all of the tangible assets of the Company and the Company Subsidiaries that are used in connection with the Company Business and (ii) all of the buildings, plants, structures and fixtures included in the Real Property are structurally sound, in good operating condition and repair, ordinary wear and tear excepted, and are adequate for the purposes for which they are currently being used, and no such assets are in need of maintenance or repair, except for ordinary, routine maintenance and repair that are not material in nature or cost.

Section 3.12          Real Property; Tangible Personal Property

(a)          The Company and each Company Subsidiary (or MMAC and each of its Subsidiaries, as applicable, other than the Project Partnerships and Other Entities) has good and valid (and, in the case of Owned Real Property (as defined below), good and marketable fee simple) title to, or a valid and binding leasehold interest in, all Real Property and tangible personal property and other assets owned by it or reflected in the Company Financial Statements or the MMAC Financial Statements, as applicable, or acquired after the date of the Company Financial Statements or the MMAC Financial Statements, other than properties and assets (not included in Real Property) sold or otherwise disposed of in the ordinary course of business since the date of the Company Financial Statements or the MMAC Financial Statements, as applicable. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “ Permitted Encumbrances ”):

(i)          those items set forth in Section 3.10 of the Disclosure Schedules;

(ii)         liens for Taxes not yet due and payable or being contested in good faith by appropriate procedures and for which adequate reserves have been set aside in the applicable financial statements in accordance with GAAP;

(iii)        mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business and securing amounts not yet due and payable or which are being contested in good faith by appropriate procedures and for which appropriate reserves have been set aside in the applicable financial statements in accordance with GAAP;

(iv)        easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which do not materially interfere with the current use or occupancy of the Real Property affected thereby and which do not secure payments of any sum of money (and which, in the case of zoning ordinances and the like, are not violated by the current use of the affected Real Property or the improvements situated thereon); or

(v)         other than with respect to Real Property, liens arising under original purchase price conditional sales Contracts and equipment leases with third parties entered into in the ordinary course of business.

(b)           Section 3.12(b) of the Disclosure Schedules sets forth the address and description of each parcel of Real Property owned by the Company, each Company Subsidiary, MMAC or each MMAC Subsidiary (each, an “ Owned Real Property ”). Except as set forth on Section 3.12(b) of the Disclosure Schedules, (i) neither the Company, MMAC nor any of their respective Subsidiaries has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, and (ii) neither the Company, MMAC nor any of their respective Subsidiaries is a party to any Contract or option to sell such Owned Real Property.

(c)           Section 3.12(c) of the Disclosure Schedules sets forth a true, correct and complete list of (i) all leases, subleases, licenses, or other occupancy agreements under which the Company, MMAC or any of their respective Subsidiaries leases or otherwise occupies Real Property (each, a “ Real Property Lease ,” and collectively, the “ Real Property Leases ”) and the address of the real property granted under each of the Real Property Leases (each, a “ Leased Real Property ”). Prior to the date hereof, the Buyer either has been supplied with, or has been given access to, a true, correct, and complete copy of each Real Property Lease, including all amendments, extensions, renewals, terminations, guaranties and other agreements relating to each Real Property Lease. Each Real Property Lease is in full force and effect. Neither the Company, MMAC nor any of their respective Subsidiaries, nor to the Knowledge of Seller, any other party thereto, is in breach or default under any Real Property Lease in any material respect and no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company, MMAC or any of their respective Subsidiaries, or to the Knowledge of Seller, any other party thereto. Neither the Company, MMAC nor any of their respective Subsidiaries has subleased, licensed or given any other Person the right to use or occupy any of the Leased Real Property. The Owned Real Property and the Leased Real Property constitute all of the real property used in the operation of the Company Business, and the business associated with the Transferred Assets and the Obligations.

(d)          There is no pending or, to the Knowledge of Seller, threatened appropriation, condemnation or like action, or sale or other disposition in lieu of condemnation, affecting the Owned Real Property or any part thereof or, to the Knowledge of Seller, the Leased Real Property.

(e)          Neither the Company, MMAC nor any of their Subsidiaries has been notified in writing by any counterparty to any such Real Property Lease of that party’s intention to modify, terminate or otherwise reduce the rights of the Company, MMAC or any of their respective Subsidiaries, as applicable, under the same.

(f)           Except as set forth on Section 3.12(f) of the Disclosure Schedules, none of the Real Property Leases contains a provision preventing or prohibiting the transfer or assignment of such Real Property Lease to a third party and none of the Real Property Leases contains any “change of control” provisions triggered by the consummation of the transactions contemplated by this Agreement.

Section 3.13          Legal Proceedings; Governmental Orders .

(a)          There are no actions, suits, claims, demands, causes of action, proceedings, citations, summonses, subpoenas, investigations of any nature (civil, criminal, administrative, regulatory or otherwise, whether at law or in equity), arbitrations, charges, complaints, judgments, decrees, or other legal proceedings pending or, to Seller’s Knowledge, threatened against or by the Company or any of the Company Subsidiaries relating to or affecting any of their properties or assets or by or against Seller, MMAC, MEC or any Affiliate thereof (i) relating to (A) the Company, any of the Company Subsidiaries, the Company Business, the Transferred Assets or the Obligations or (B) MMAC, any of the MMAC Subsidiaries or the Retained Business, except, in each case, which, if determined adversely to the Company, any of the Company Subsidiaries, Seller, MMAC, MEC or any of their respective Affiliates, would not be material to (x) the Company and the Company Subsidiaries, taken as a whole, the Company Business, or the Transferred Assets or (y) MMAC and the MMAC Subsidiaries, taken as a whole (including the Retained Business), or (ii) that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. To the Knowledge of Seller, no event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Claim or proceeding (including any assignment of the MGM Agreements to Buyer).

(b)          There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against, relating to or affecting any of the Company, the Company Subsidiaries, MMAC, the MMAC Subsidiaries, the Company Business, the Retained Business, the Transferred Assets or the Obligations. None of MMAC, MEC, Seller or any Affiliate thereof (including the Company and each of the Company Subsidiaries) is subject to any Governmental Order judgments or penalty relating to or affecting the transactions contemplated by this Agreement (including any assignment of the MGM Agreements to Buyer).

Section 3.14          Compliance with Laws; Permits .

(a)          The Company and each of the Company Subsidiaries has been for the past three (3) years and currently is in compliance in all material respects with all Laws applicable to or related to it or its business, properties or assets, or the Company Business. Each of MMAC, MEC, each of the MMAC Subsidiaries and Seller has been for the past three (3) years and currently is in compliance in all material respects with all Laws applicable to or related to it or its business, properties or assets, the Company, the Company Subsidiaries, the Company Business, the Retained Business, the Transferred Assets or the Obligations.

(b)          All Permits required for (i) the Company Business, (ii) the ownership and use of the Transferred Assets and (iii) MMAC, MEC, Seller, the Company and each of the Company Subsidiaries to conduct its business as currently conducted, in each case, have been obtained and are valid and in full force and effect. Section 3.14(b) of the Disclosure Schedules lists all current Permits which are related to or used in connection with the Company Business, including the names of the Permits and their respective dates of issuance and expiration. All fees and charges with respect to such Permits as of the date hereof have been paid in full, and no event has occurred that, with or without notice or lapse of time or both, would reasonably be expected to result in the revocation, suspension, lapse or limitation of any Permit set forth in Section 3.14(b) of the Disclosure Schedules, except, in each case, as would not be material to the Company and the Company Subsidiaries, taken as a whole, the Company Business, or the Transferred Assets.

Section 3.15          LIHTC Funds .

(a)           Section 3.15(a) of the Disclosure Schedules sets forth a true, correct and complete list of (i) all LIHTC Funds in which the Company or any of the Company Subsidiaries has an ownership interest or a right to control management (each, an “ MMA LIHTC Fund ”), (ii) the LIHTC Fund GP of each MMA LIHTC Fund, (iii) the Company’s, or the applicable Company Subsidiary’s, percentage interest in each MMA LIHTC Fund in which the Company or any Company Subsidiary has an ownership interest, (iv) the Company’s, or the applicable Company Subsidiary’s, “special limited partner” interests in the Project Partnerships in which the MMA LIHTC Funds have an ownership interest, and (v) as to those MMA LIHTC Funds which the Company or any Company Subsidiary has the right to manage, the operative agreement by which the Company or Company Subsidiary has the right to manage such LIHTC Fund (each, a “ Company Management Agreement ”) other than the operating agreement or partnership agreement of the applicable LIHTC Fund (each, a “ Fund Operating Agreement ”).

(b)           Section 3.15(b) of the Disclosure Schedules sets forth a true, correct and complete list of (i) all LIHTC Funds in which MGM has an ownership interest or a right to control management (each, an “ MGM LIHTC Fund ”), (ii) the LIHTC Fund GP of each MGM LIHTC Fund, (iii) MGM’s percentage interest in each MGM LIHTC Fund in which it has an ownership interest, (iv) the MGM LIHTC Funds in respect of which MGM or its applicable Subsidiary has an ownership interest in the “special limited partner” of the underlying Project Partnerships, and (v) as to those MGM LIHTC Funds which MGM has the right to manage, the operative agreement by which MGM has the right to manage such Fund (each, an “ MGM Management Agreement ” and together with the Company Management Agreements, the “ LIHTC Management Agreements ”) other than a Fund Operating Agreement.

(c)           Section 3.15(c) of the Disclosure Schedules sets forth (i) for each MMA LIHTC Fund, a true, correct and complete list of any amounts due and payable (organized by category) by an MMA LIHTC Fund to the Company or any of the Company Subsidiaries as of the end of the most recently completed calendar quarter, and (ii) for each MGM LIHTC Fund, a true, correct and complete list of any amounts due and payable (organized by category) by an MGM LIHTC Fund to MGM as of the end of the most recently completed calendar quarter.

(d)          Attached hereto as Section 3.15(d) of the Disclosure Schedules are the Seller’s pro forma projections of the fees and distributions to the Company and MGM from the MMA LIHTC Funds and MGM LIHTC Funds. The pro forma projections include waterfalls and other cash flow split assumptions which have been prepared by the Seller based on the Seller’s interpretation of the applicable fund operating agreements and other documents included on Section 3.15(d) of the Disclosure Schedules. The pro forma projections are net of any payments, which to Seller’s Knowledge, are due to other Persons as priority payment ahead of payments to the Company or MGM. In preparing its projections, Seller has not, to Seller’s Knowledge, excluded from Section 3.15(d) of the Disclosure Schedules the effects on distributions of any document known to Seller. Achievement of the Seller’s pro forma projections is based on future facts and circumstances, and may also be impacted by current facts not known to Seller.  Seller does not warrant the actual results.

(e)          Except as disclosed on Section 3.15(e) of the Disclosure Schedules, the Company and each of the Company Subsidiaries, and to Seller’s Knowledge, MGM, as applicable, have in all material respects performed all obligations required to be performed by them to date and are not in default in any material respects under any of the LIHTC Management Agreements and, to the Knowledge of Seller, the counterparties to the LIHTC Management Agreements have, in all material respects, performed all obligations required to be performed by them to date and no counterparty is in default in any material respect under any LIHTC Management Agreement. Each LIHTC Management Agreement is valid and binding and in full force and effect against the Company, each of the Company Subsidiaries, and to Seller’s Knowledge, MGM, as applicable, and, to the Knowledge of Seller, against the other parties thereto, and none of Seller, the Company, any of the Company Subsidiaries or, to the knowledge of Seller, MGM has been notified by any counterparty to any of the LIHTC Management Agreements of that counterparty’s intention to modify, terminate or otherwise reduce payments or other rights of MGM, the Company or any of the Company Subsidiaries, as applicable, under the same. To the Knowledge of Seller, no event has occurred which would represent a default under any of the LIHTC Management Agreements by any party. Except as set forth on Section 3.15(e) of the Disclosure Schedules, none of the LIHTC Management Agreements contains a provision preventing or prohibiting the transfer or assignment of any interest in such LIHTC Management Agreement to a third party or contains any “change of control” provisions that would be violated or otherwise triggered by the consummation of the transactions contemplated by this Agreement.

Section 3.16          Material Contracts .

(a)           Section 3.16(a) of the Disclosure Schedules sets forth a true, correct and complete list, as of the date of this Agreement, of (i) Seller’s Contracts relating to the Company, the Company Subsidiaries, the Company Business, the Transferred Assets or the Obligations, (ii) the MGM Agreements and (iii) all material Contracts of the Company and the Company Subsidiaries including the Assigned Contracts. True, correct and complete copies of the Contracts so listed have been delivered to the Buyer prior to the execution of this Agreement.

(b)          Except as disclosed on Section 3.16(b) of the Disclosure Schedules, Seller, the Company and each of the Company Subsidiaries, as applicable, have in all material respects performed all obligations required to be performed by them to date and are not in default in any material respects under any Contract required to be included on Section 3.16(a) of the Disclosure Schedules and, to the Knowledge of Seller, the counterparties to such Contracts have, in all material respects, performed all obligations required to be performed by them to date and none are in default in any material respect under any such Contract. Each Contract required to be listed on Section 3.16(a) of the Disclosure Schedules is valid and binding and in full force and effect against the Seller, the Company and each of the Company Subsidiaries, as applicable, and, to the Knowledge of Seller, against the counterparties thereto, and, to the Knowledge of Seller, none of Seller, the Company or any of the Company Subsidiaries has been notified by any counterparty to any such Contract of that party’s intention to modify, terminate or otherwise reduce payments or other rights of Seller, the Company or any of the Company Subsidiaries, as applicable, under the same. To the Knowledge of Seller, no event has occurred which would represent a default under any of the Contracts required to be included on Section 3.16(a) of the Disclosure Schedules by any party. Except as set forth on Section 3.16(b) of the Disclosure Schedules, none of the Contracts required to be included on Section 3.16(a) of the Disclosure Schedules contains a provision preventing or prohibiting the transfer or assignment of such Contract to a third party, which could be violated or otherwise triggered by the consummation of the transactions contemplated by this Agreement and which has not been irrevocably consented to or waived, and none of the Contracts (including the Assigned Contracts) required to be included on Section 3.16(a) of the Disclosure Schedules contains any “change of control” provision, which could be violated or otherwise triggered by the consummation of the transactions contemplated by this Agreement and which has not been irrevocably consented to or waived.

Section 3.17          Intellectual Property .

(a)           Section 3.17(a) of the Disclosure Schedules, sets forth all material Intellectual Property used in connection with the Company Business or owned by the Company or any of the Company Subsidiaries, in each case, that is registered or subject to a pending application for registration or issuance (collectively, the “ Owned Intellectual Property ”).

(b)          Each of the Company and the Company Subsidiaries owns or is licensed to use, practice, sell, license and dispose of, without restriction, all material Intellectual Property that is used or held for use in connection with the Company Business, free and clear of any Encumbrances other than Permitted Encumbrances, subject to the applicable IP Licenses. Each of Seller, the Company and each of the Company Subsidiaries has taken all reasonable actions to maintain and protect the Owned Intellectual Property.

(c)          To the Knowledge of Seller, the conduct of the Company Business and the business of Seller, the Company and each of the Company Subsidiaries as currently being conducted does not infringe upon or misappropriate the Intellectual Property rights of any third party, except as would not be material to the Company and the Company Subsidiaries, taken as a whole, the Company Business, or the Transferred Assets.

(d)          To the Knowledge of Seller, no Person is infringing or violating any of the Owned Intellectual Property, except as would not be material to the Company and the Company Subsidiaries, taken as a whole, the Company Business, or the Transferred Assets.

(e)          Each of Seller, the Company and each of the Company Subsidiaries has taken all actions common in the industry to maintain and protect the Owned Intellectual Property, including the secrecy, confidentiality and value of material trade secrets and other material confidential information.

(f)          The material IT Assets and Software: (i) are adequate and operate and run as necessary for the operations of Seller, the Company, each of the Company Subsidiaries, the Company Business and the Transferred Assets (ii) conform and operate in all material respects to the specifications thereof and the documentation provided therewith, and (iii) are free from any material defects, viruses or other disabling code or disabling faults.

Section 3.18          Environmental Matters .

(a)          The Company and each Company Subsidiary is, and has been, in compliance in all material respects with all Environmental Laws and has not, and Seller and MMAC have not, received from any Person any (i) Environmental Notice, Environmental Claim, or Governmental Order pursuant to Environmental Law or (ii) written request for information pursuant to Environmental Law, which, in each case, either remains pending or unresolved, or is the source of ongoing obligations or requirements as of the Closing Date.

(b)          Each of the Company and the Company Subsidiaries has obtained, possesses and is in material compliance with all Environmental Permits (each of which is disclosed in Section 3.18(b) of the Disclosure Schedules) necessary for the ownership, lease, operation or use of the Company Business or the business or assets of the Company or any Company Subsidiary. All such Environmental Permits are in full force and effect, and to Seller’s Knowledge, there are no facts or circumstances that could reasonably be expected to result in any such Environmental Permit being revoked, terminated or materially revised. No such Environmental Permit will be terminated, materially impaired or become terminable as a result of the transactions contemplated by this Agreement.

(c)          No real property currently or, to Seller’s Knowledge, formerly owned, operated or leased by the Company or any of the Company Subsidiaries or in connection with their respective businesses is listed on, or has been proposed for listing on, the National Priorities List (or CERCLIS) under CERCLA, or any similar state list.

(d)          There has been no Release of Hazardous Materials in contravention of Environmental Laws with respect to any Real Property currently, or to Seller’s Knowledge, formerly owned, operated or leased by the Company or any of the Company Subsidiaries or in connection with the Company Business, except as would not, individually or in the aggregate, reasonably be expected to result in material Liability pursuant to Environmental Law. None of MMAC, Seller, the Company nor any Company Subsidiary has received an Environmental Notice that any Real Property currently or formerly owned, operated or leased in connection with the Company Business (including soils, groundwater, surface water, buildings and other structures located on any such real property) has been contaminated with any Hazardous Material which would reasonably be expected to result in an Environmental Claim against, or a violation of Environmental Laws or term of any Environmental Permit by, MMAC, Seller, the Company or any of the Company Subsidiaries.

(e)          No Hazardous Materials have been generated, manufactured, treated, stored, Released, transported or disposed of, or arrangements made for the transport or disposal of, by the Company or any Company Subsidiary or in connection with the Company Business except in material compliance with Environmental Law and as would not reasonably be expected, individually or in the aggregate, to result in material Liability pursuant to Environmental Law.

(f)           Neither the Company nor any of the Company Subsidiaries has assumed or undertaken by Contract or any agreement or commitment any material Liability under Environmental Law of any other Person.

(g)          Seller has previously made available to Buyer in the Data Room or otherwise any and all environmental reports, studies, audits, records, sampling data, site assessments and other similar documents with respect to either any currently owned, operated or leased Real Property or the compliance with Environmental Laws of the Company or the Company Subsidiaries which are in the possession or control of MMAC, MEC, Seller, the Company or any Company Subsidiary.

Section 3.19          Insurance . Each of MMAC, MEC, Seller, the Company, each Company Subsidiary and each MMAC Subsidiary is covered by insurance policies and self-insurance programs and arrangements (the “ Insurance Policies ”) that are of the type and in the amounts customarily carried by Persons conducting a similar business and are sufficient for compliance with all applicable Laws, Contracts and agreement to which each of them is a party or by which it is bound. There are no Claims related to the Company Business, the Retained Business, Transferred Assets or the Obligations pending under any such Insurance Policies as to which coverage has been questioned, denied or disputed or in respect of which there is an outstanding reservation of rights. None of MMAC, MEC, Seller, the Company or any Company Subsidiary nor any of their respective Affiliates has received any written notice of cancellation of, premium increase with respect to, or alteration of coverage under, any of such Insurance Policies. All premiums due on such Insurance Policies have been paid. All such Insurance Policies (i) are in full force and effect and enforceable in accordance with their terms; (ii) are provided by carriers who are financially solvent; and (iii) have not been subject to any lapse in coverage. None of MMAC, MEC, Seller, the Company, any Company Subsidiary nor any of their respective Affiliates is in default under, or has otherwise failed to comply with, in any material respect, any provision contained in any such Insurance Policy.

Section 3.20          Employee Benefit Matters .

(a)           Section 3.20(a) of the Disclosure Schedules contains a list of each material Benefit Plan. As used herein, the term “ Benefit Plan ” means each benefit, retirement, pension, employment, consulting, compensation, cash or equity incentive, bonus, stock option, restricted stock, stock appreciation right, phantom equity, change in control, severance, vacation, paid time off, welfare and fringe benefit agreement, plan, policy, arrangement, and program, whether or not reduced to writing, in effect and covering one or more Employees, or former employees or current or former directors of MMAC or any of its Affiliates or the beneficiaries or dependents of any such Persons, in any case that is maintained, sponsored, contributed to, or required to be contributed to by MMAC or any of its Affiliates, or under which MMAC or any of its Affiliates has or could have any direct or indirect liability, contingent or otherwise.

(b)          With respect to each material Benefit Plan, Seller has provided to Buyer a true, correct, and complete copy (or, if no such copy exists, an accurate description) thereof and, to the extent applicable, (i) each related trust agreement or other funding instrument, (ii) the most recent IRS determination or opinion letter, (iii) the most recent summary plan description and summary of material modifications, (iv) for the three most-recent years (A) Form 5500s and attached schedules and year-end financial statements, and (B) actuarial valuation reports, and (v) for the three most-recent years, all material, non-routine correspondence with any Governmental Authority regarding the operation or the administration of the Benefit Plan.

(c)          With respect to each Benefit Plan, (i) each such Benefit Plan and related trust has been maintained, funded, and administered in all material respects in compliance with its terms and in form and in operation in all material respects with the applicable requirements of applicable Laws (including ERISA and the Code), (ii) if such Benefit Plan is intended to be qualified under Section 401(a) of the Code (a “ Qualified Benefit Plan ”), it has received a favorable determination letter from the Internal Revenue Service, or with respect to a prototype plan, can rely on an opinion letter from the Internal Revenue Service to the prototype plan sponsor, to the effect that such Qualified Benefit Plan is so qualified and that the plan and the trust related thereto are exempt from federal income Taxes under Sections 401(a) and 501(a), respectively, of the Code, and, to MMAC’s Knowledge, nothing has occurred that could reasonably be expected to cause the revocation of such determination letter from the Internal Revenue Service or the unavailability of reliance on such opinion letter from the Internal Revenue Service, (iii) except as would not give rise to any material liability to MMAC or any of its Affiliates that has not been satisfied, all benefits, contributions and premiums required by and due under the terms of such Benefit Plan or applicable Law have been timely paid in accordance with the terms of such Benefit Plan, the terms of all applicable Laws and GAAP, (iv) to MMAC’s Knowledge, no event has occurred or is reasonably expected to occur that has resulted in or would subject MMAC or any of its Affiliates, the Company or any Company Subsidiary to a Tax under Section 4971 of the Code or the assets of MMAC or any of its Affiliates to a lien under Section 430(k) of the Code, (v) no individual who has performed services for MMAC or any of its Affiliates has been improperly excluded from participation in such Benefit Plan, (vi) no non-exempt “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code has occurred, and (vii) if such Benefit Plan is subject to Section 409A of the Code, it is and has been in compliance in all material respects in form and operation with Section 409A of the Code and the applicable guidance and regulations thereunder.

(d)          Neither MMAC nor any of its Affiliates nor any ERISA Affiliate maintains or during the past six (6) years has maintained, sponsors or during the past six (6) years has sponsored, contributes to or during the past six (6) years has contributed to, or is or during the past six (6) years has been obligated to contribute to, or has any liability with respect to, any “multiemployer pension plan,” as defined in Section 3(37) of ERISA, or a “multiple employer plan” described in Section 431(c) of the Code, or any employee benefit plan subject to Section 302 or Title IV of ERISA, or Section 412 of the Code. For purposes hereof, an “ ERISA Affiliate ” is any trade or business whether or not incorporated that together with MMAC or any of its Affiliates would be deemed a “single employer” within the meaning of ERISA section 4001 or affiliated with MMAC or any of its Affiliates within the meaning of section 414 of the Code. Neither MMAC or any of its Affiliates has engaged in any transaction that would give rise to a liability to MMAC or any of its Affiliates or Buyer under Section 4062(e), Section 4069 or Section 4212(c) of ERISA.

(e)          Other than as required under Section 4980B of the Code or other applicable Law, no Benefit Plan provides benefits or coverage in the nature of health, life or disability insurance following retirement or other termination of employment (other than death benefits when termination occurs upon death).

(f)           With respect to each Benefit Plan, as of the date hereof, (i) no actions (other than routine claims for benefits) are pending or, to MMAC’s Knowledge, threatened, (ii) no audit or other action by any Governmental Authority is pending or, to MMAC’s Knowledge, threatened (including any routine requests for information from the Pension Benefit Guaranty Corporation), and no Benefit Plan has within the three years prior to the date hereof been the subject of an examination or audit by a Governmental Authority, and (iii) there are no audits or actions initiated pursuant to the Employee Plans Compliance Resolution System or similar proceedings pending with the IRS or Department of Labor, including with respect to any Benefit Plan’s compliance with or exemption from Section 409A of the Code.

(g)          Neither the execution and delivery of any Transaction Document, equity holder approval of any Transaction Document, nor the consummation of the transactions contemplated hereby could reasonably be expected (either alone or in combination with any other event) to (i) result in the payment (or increase the amount of any payment) to any Employee, or any current or former employee, director, officer, or consultant of any money or other property; (ii) accelerate the vesting of or provide any additional rights or benefits (including funding of compensation or benefits through a trust or otherwise) to any Employee, or any current or former employee, director, officer, or consultant; (iii) limit or restrict the ability of MMAC or any of its Affiliates to merge, amend or terminate any Benefit Plan; or (iv) result in “excess parachute payments” within the meaning of Section 280G(b) of the Code. No Employee, or any current or former employee, director, officer, or consultant is entitled to receive any additional payment (including any tax gross-up or indemnity) from MMAC or any of its Affiliates as a result of the imposition of the excise taxes imposed by Section 4999 of the Code or penalty taxes imposed by Section 409A of the Code.

(h)          As of the date of this Agreement, all contributions and premium payments required to be made under the terms of any Benefit Plan have been timely made or reflected on the Company Financial Statements or the MMAC Financial Statements, as applicable, and all contributions or premium payments for any period ending on or prior to the Closing Date that are not yet due will have been paid or accrued on the Company Financial Statements or the MMAC Financial Statements, as applicable, on or prior to the Closing Date. All liabilities of MMAC and its Affiliates in respect of any Benefit Plan that have not been paid as of the date of this Agreement have been properly accrued on the Company Financial Statements or the MMAC Financial Statements, as applicable.

Section 3.21          Employment Matters .

(a)          As of the date hereof, all Employees are employed by the Company or a Company Subsidiary. Prior to the date hereof, MMAC and its Affiliates have taken all necessary actions to cause each employment agreement, liability to pay 2017 cash incentive bonuses under any Benefit Plan (as set forth in Section 3.21(a) of the Disclosure Schedules), restrictive covenant agreement, and other agreement with any Employee that governs or relates to the employment or service engagement of any Employee with MMAC or any of its Affiliates to be assigned and/or transferred to the Company or a Company Subsidiary. Prior to the date hereof, MMAC, or its Affiliate (other than the Company or a Company Subsidiary), has transferred to the Company or a Company Subsidiary an amount in cash sufficient to pay all 2017 cash incentive bonuses as set forth in Section 3.21(a) of the Disclosure Schedule. Any amount of 2017 bonus designated in Section 3.21(a) of the Disclosure Schedule as “To Be Allocated” shall be paid only upon the direction of Seller and shall be returned promptly to Seller upon the written request of Seller if not so paid. Notwithstanding the foregoing, IHS Employees shall remain employed by their IHS Employer prior to Closing.

(b)           Section 3.21(b) of the Disclosure Schedules contains a list, as of the dates specified on such schedules, of each person by job title who is an employee or individual independent contractor of MMAC or any of its Affiliates, including each such person who may be on a leave of absence, together with, as applicable (i) the name of the legal entity employing such person as of the date of this Agreement, (ii) such person’s current annual salary or base wage rate and annual cash bonus opportunity, (iii) such person’s total length of employment with MMAC and its Affiliates, including any other credited service that would affect calculation of years of services for purposes of benefit entitlement (including statutory notice or statutory severance pay), (iv) such person’s accrued but unused vacation, sick leave, and other paid time off under the Benefit Plans, and (v) whether such employee is on any approved or statutory leave of absence, and if so, the reason for the absence.

(c)          Neither MMAC nor any of its Affiliates is a party to, or bound by, any collective bargaining or other agreement with a labor organization representing any of its Employees. There has not been, nor, to Seller’s Knowledge, has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor activity or dispute affecting MMAC or any of its Affiliates.

(d)          Each of MMAC and its Affiliates is, and during the last six (6) years has been, in compliance in all material respects with all applicable Laws pertaining to the engagement of labor and employment practices, including Laws respecting terms and conditions of employment, wages and hours and overtime compensation, collective bargaining, unemployment insurance, workers’ compensation, equal employment opportunity, discrimination, immigration control and I-9 compliance, employee classifications as “exempt” or “non-exempt” under the Fair Labor Standards Act and analogous state and local Laws, classification of service providers as employees and independent contractors, safety and health, and the payment and withholding of Taxes. There are no material actions, suits, claims, investigations or other proceedings against MMAC or any of its Affiliates pending, or to Seller’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment or engagement of any current or former employee or independent contractor of MMAC or any of its Affiliates, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay or any other employment related matter arising under applicable Laws.

(e)          Neither MMAC nor any of its Affiliates has, during the 180-day period preceding the date hereof, effectuated a “plant closing” or a “mass lay-off” (as such terms are defined in the Worker Adjustment and Retraining Notification Act of 1988, or any similar state or local law (the “ WARN Act ”), in either case affecting any site of employment or facility of MMAC or any of its Affiliates.

Section 3.22          ERISA . MMAC is not (i) an “employee benefit plan” within the meaning of Section 3(3) of ERISA that is subject to Title I of ERISA, (ii) a “plan” subject to Section 4975 of the Code, or (iii) an entity the assets of which constitute the assets of any “employee benefit plan” or “plan” described in clauses (i) and (ii) pursuant to Department of Labor Regulations § 2510.3-101, et seq., as effectively modified by Section 3(42) of ERISA.

Section 3.23          Taxes .

(a)          MMAC and each of its Subsidiaries (including the Company and each Company Subsidiary but excluding the Project Partnerships and Other Entities) have filed (taking into account any valid extensions) all income and other material Tax Returns required to be filed by it. Such Tax Returns are true, complete and correct in all material respects. MMAC and each of its Subsidiaries (including the Company and each Company Subsidiary but excluding the Project Partnerships and Other Entities) have fully and timely paid all amounts shown as due on such Tax Returns and all other material amounts of Taxes due and owing. Neither MMAC nor any Subsidiary thereof (including the Company and the Company Subsidiaries but excluding the Project Partnerships and Other Entities) is currently the beneficiary of any extension of time within which to file any income or other material Tax Return.

(b)          No extensions or waivers of statutes of limitations have been given or requested with respect to any material Taxes of the Company and each Company Subsidiary.

(c)          No claim, demand, action, cause of action, suit, proceeding, citation, summons, subpoena or investigation of any nature (civil, criminal, administrative, regulatory or otherwise, whether at law or in equity), complaint, judgment or decree has ever been made by a Governmental Authority in writing in a jurisdiction where the Company or any Company Subsidiary does not file Tax Returns that the Company or any Company Subsidiaries is or may be subject to taxation by that jurisdiction, which claim has not been resolved.

(d)          There are no Encumbrances for material Taxes (other than Permitted Encumbrances) upon any of the assets of the Company or any Company Subsidiary.

(e)          All Taxes required by applicable Law to be withheld by MMAC and its Subsidiaries (including the Company and each Company Subsidiary but excluding the Project Partnerships and Other Entities) have been withheld and timely paid over to the appropriate Governmental Authority (including with respect to any amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder, supplier or other third party) and the Company and each Company Subsidiary have been in material compliance with all applicable Tax information reporting requirements.

(f)           There is no ongoing Claim, demand, action, cause of action, suit, proceeding, citation, summons, subpoena or investigation of any nature (civil, criminal, administrative, regulatory or otherwise, whether at law or in equity), complaint, judgment or decree by any taxing authority against the Company or any Company Subsidiary.

(g)          Neither the Company nor any Company Subsidiary (i) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which is MMAC), (ii) has any liability for the Taxes of any Person under Sections 1.1502-6 or 1.1502-78 of the Treasury Regulations (or any similar provision of state, local, or foreign Tax Law), or (iii) has any liability for Taxes of any Person as a transferee or successor, by Contract or pursuant to any Law.

(h)          Neither the Company nor any Company Subsidiary will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for a taxable period ending on or prior to the Closing Date; (ii) use of an improper method of accounting for a taxable period ending on or prior to the Closing Date; (iii) “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local, or foreign income Tax Law) executed prior to the Closing; (iv) installment sale or open transaction disposition made prior to the Closing; (v) prepaid amount received prior to the Closing (other than in the ordinary course of business); or (vi) election under Section 108(i) made prior to the Closing (or any similar provision of state, local, or foreign income Tax Law).

(i)           There is no power of attorney (or similar authority) with respect to the Company or any of the Company Subsidiaries as to any matters relating to Taxes that will have any effect after the Closing Date.

(j)           There are no Tax indemnification or Tax sharing agreements under which the Company or any of the Company Subsidiaries would reasonably be expected to be liable after the Closing Date for a material amount of Tax Liability of any Person that is neither the Company nor one of the Company Subsidiaries, other than customary agreements with customers, vendors, lessors, lenders or the like or other agreements that do not relate primarily to Taxes.

(k)          Neither the Company nor any Company Subsidiary has entered into a “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2).

(l)            Section 3.23(l) of the Disclosure Schedules sets forth (i) the classification for U.S. federal income tax purposes of the Company and each of the Company Subsidiaries; (ii) for each entity described in clause (i), whether an entity classification election has been made with respect to such entity pursuant to Treasury Regulations Section 301.7701-3(c); and (iii) and with respect to each such entity and each such election, the classification elected pursuant thereto. Except for the entity classification elections set forth in Section 3.23(l) of the Disclosure Schedules, no entity classification election pursuant to Treasury Regulations Section 301.7701-3(c) has been made with respect to the Company or any of the Company Subsidiaries.

Section 3.24          The Management Arrangements and Management Fee Rights .

(a)          MMAC and MEC have in all respects performed all obligations required to be performed by them to date, and are not in default, under any of the Management Arrangements and Management Fee Rights. The Management Arrangements and Management Fee Rights are valid and binding and in full force and effect against MMAC, MEC, and against the counterparties thereto, and, neither MMAC nor MEC, nor any of their respective Subsidiaries or Affiliates, has been notified by any counterparty to any of the Management Arrangements and Management Fee Rights of that party’s intention to modify, terminate or otherwise reduce payments or other rights of MMAC, MEC or any of their respective Subsidiaries or Affiliates, as applicable, under the same. No event has occurred which would represent a default under any of the Management Arrangements and Management Fee Rights by any party. Except as set forth on Section 3.24(a) of the Disclosure Schedules, none of the Management Arrangements and Management Fee Rights (i) contains a provision preventing or prohibiting the transfer or assignment of the Management Arrangements and Management Fee Rights to a third party, which could be violated or otherwise triggered by the consummation of the transactions contemplated by this Agreement and which has not been irrevocably consented to or waived or (ii) contains any “change of control” provision, which could be violated or otherwise triggered by the consummation of the transactions contemplated by this Agreement, and which has not been irrevocably consented to or waived.

(b)           Section 3.24(b) of the Disclosure Schedules sets forth a true and complete schedule of the reimbursements paid to MEC pursuant to the Management Arrangements and Management Fee Rights, with such schedule setting forth each applicable employee of the applicable manager, the amount of reimbursements for such employee and the annual actual cost to such manager of such employee. The consummation of the transactions contemplated by this Agreement will not adversely affect the right to reimbursement of costs under the Management Arrangements and Management Fee Rights and, to MMAC’s Knowledge, no fact, circumstance or event has occurred that could reasonably be expected to limit, reduce or otherwise affect the reimbursement of costs under the Management Arrangements and Management Fee Rights.

Section 3.25          Brokers . Except for Kimberlite Group, LLC, the fees and commissions of which shall be paid by MMAC, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements or commitments made by or on behalf of MMAC, MEC, Seller, the Company or any of the Company Subsidiaries.

Section 3.26          Absence of Unlawful Payments .

(a)          None of MMAC, MEC, Seller, the Company, any Company Subsidiary nor any of their respective officers, directors, employees, or agents has paid, offered, promised, or authorized the payment of money or anything of value, directly or indirectly, to any government official, government employee, political party, political party official, candidate for public office, or officer or employee of a public international organization, or any other Person for the purpose of influencing any official act or decision or to secure an improper advantage in order to obtain or retain business or direct business to the Company Business, the Retained Business, the Company or any Company Subsidiary or to secure any improper advantage for the Company Business, the Retained Business, the Company or any Company Subsidiary.

(b)          MMAC, MEC, Seller, the Company, each Company Subsidiary and their respective officers, directors, employees have been in compliance with all anti-bribery and anti-corruption Laws applicable to the Company Business, the Retained Business, the Company or any Company Subsidiary, including, without limitation the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act.

(c)          MMAC, MEC, Seller, the Company, and each Company Subsidiary have implemented and maintain effective internal controls and accounting procedures reasonably designed to prevent and detect such violations of all applicable anti-bribery and anti-corruption Laws, and MMAC, MEC, Seller, the Company, and each Company Subsidiary have made and kept accurate books, records, and accounts in compliance with all applicable anti-corruption and anti-money laundering Laws.

(d)          None of MMAC, MEC, Seller, the Company, any Company Subsidiary nor any of their respective directors, officers, employees, agents, Affiliates or other Persons acting on their behalf is a Person that is designated on, or is owned or controlled by a Person that is designated on (i) any list of sanctioned parties maintained by the United States, the United Kingdom, or the European Union, including the list of Specially Designated Nationals and Blocked Persons maintained by OFAC; or (ii) located, organized or resident in a country or territory that is the subject of comprehensive sanctions imposed by the United States, European Union or United Kingdom (including Cuba, Iran, North Korea, Sudan, Syria and the Crimean region of the Ukraine). None of MMAC, MEC, Seller, the Company, nor any Company Subsidiary has participated in or otherwise engaged in any transaction or otherwise dealt directly or indirectly with any such designated person or any country or territory subject to comprehensive sanctions imposed by the United States, European Union or United Kingdom.

(e)          All operations of MMAC, MEC, Seller, the Company, and each Company Subsidiary have been conducted in material compliance with all applicable financial recordkeeping, reporting requirements and anti-money laundering Laws.

(f)           None of MMAC, MEC, Seller, the Company, nor any Company Subsidiary has received any written notice from any Governmental Authority alleging any violation, received any allegations whether internally or externally, conducted any internal investigation with respect to, or made any voluntary or involuntary disclosure to a Governmental Authority concerning, any actual or alleged violation of any anti-money laundering, anti-corruption, or sanctions Laws nor do they have any reasonable basis to believe such a violation may have occurred.

(g)          None of MMAC, MEC, Seller, the Company or any Company Subsidiary nor any of their respective officers, directors, employees, or agents has, in connection with the conduct of the Company Business or the Retained Business, made any contribution or expenditure, whether in the form of money, products, services, facilities or discounts, for any election for political office or to any public official, except to the extent permitted by applicable Law.

Section 3.27          Affiliate Transactions . Except as set forth in Section 3.27 of the Disclosure Schedules, none of (a) MMAC, MEC nor the Seller, (b) their respective Affiliates (other than the Company and the Company Subsidiaries), (c) any current or former equityholder, officer, director or manager of MMAC, MEC, Seller, the Company or any of the Company Subsidiaries, or (d) any family member or Affiliate of any of the foregoing Persons is a party to or beneficiary of any Contract with the Company or a Company Subsidiary or has any interest, directly or indirectly, in any of the Transferred Assets (collectively, the “ Affiliate Transactions ”).

Section 3.28          Investment Company Act . None of MMAC or its Subsidiaries or Affiliates (including the Company and the Company Subsidiaries) is, and after giving effect to the transactions contemplated by this Agreement and the other Transaction Documents, will not be, required to register as an “investment company,” as such term is defined in the United States Investment Company Act of 1940, as amended.

Section 3.29          Solvency . Immediately after giving effect to the transactions contemplated by the Transaction Documents, MMAC, MEC, Seller and their respective Subsidiaries, will be Solvent. No transfer of property is being made, and no obligation is being incurred in connection with the transactions contemplated by the Transaction Documents with the intent to hinder, delay or defraud either present or future creditors of MMAC, MEC, Seller, the Company and their respective Subsidiaries.

Section 3.30          Compliance with NASDAQ Continued Listing Requirements . MMAC is in compliance with applicable continued listing requirements of The NASDAQ Stock Market.  There are no claims, demands, actions, causes of action, suits, proceedings, citations, summons, or subpoenas of any nature (civil, criminal, administrative, regulatory or otherwise, whether at law or in equity), complaint, judgment or decree or proceedings pending or, to the Knowledge of Seller, threatened against MMAC relating to the continued listing of the MMAC Common Shares on the NASDAQ Stock Market and MMAC has not received any currently pending notice of the delisting of the MMAC Common Shares from the NASDAQ Stock Market.

Section 3.31          Anti-Takeover Provisions . The Board of Directors of MMAC (the “ MMAC Board ”) has taken all action necessary, if any, (a) so that the restrictions contained in its Organizational Documents applicable to a “business combination” will not apply to the execution, delivery or performance of this Agreement or any other Transaction Document or the consummation of the transactions contemplated hereby and thereby and (b) to irrevocably approve for all purposes Buyer and its Affiliates and this Agreement, the other Transaction Documents and the transactions hereby and thereby to exempt such Persons, agreements and transactions from, and to elect for MMAC, Buyer and their respective Affiliates not to be subject to, any “moratorium,” “control share acquisition,” “fair price,” “interested shareholder,” “affiliate transaction,” “business combination” or other antitakeover Laws of any jurisdiction applicable to MMAC, Buyer or any of their respective Affiliates or this Agreement, the other Transaction Documents or the transactions contemplated hereby and thereby with respect to any of the foregoing, which resolutions have not been rescinded, modified or withdrawn in any way.

Section 3.32          Independent Investigation . Each of MMAC and Seller has conducted its own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) or assets of Buyer, the Buyer Subsidiaries, Hunt and their respective Affiliates, and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of Buyer, the Buyer Subsidiaries and Hunt for such purpose. Each of MMAC and Seller acknowledges and agrees that: (a) in making its decision to enter into this Agreement and each of the other Transaction Documents and to consummate the transactions contemplated hereby and thereby, each of MMAC and Seller has relied solely upon its own investigation and the representations and warranties of Buyer set forth in Article IV of this Agreement (including the related portions of the Disclosure Schedules); and (b) none of Buyer, any Buyer Subsidiary, Hunt, any of their respective Affiliates or any other Person has made any representation or warranty as to Buyer, the Buyer Subsidiaries, Hunt or any of their respective Affiliates or this Agreement, except as expressly set forth in Article IV of this Agreement (including the related portions of the Disclosure Schedules) and the other Transaction Documents.

Section 3.33          No Other Representations and Warranties . Except for the representations and warranties contained in this Article III (including the related portions of the Disclosure Schedules), none of MMAC, Seller, the Company, the Company Subsidiaries or any other Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of MMAC, Seller, the Company or the Company Subsidiaries, including any representation or warranty as to the accuracy or completeness of any information regarding MMAC, Seller, the Company or the Company Subsidiaries furnished or made available to Hunt, Buyer and their Representatives (including any information, documents or material made available to Buyer in the Data Room, management presentations or in any other form in expectation of the transactions contemplated hereby) or as to the future revenue, profitability or success of the Company or the Company Subsidiaries, or any representation or warranty arising from statute or otherwise in law.

Article IV

REPRESENTATIONS AND WARRANTIES OF BUYER

Except as set forth in the correspondingly numbered Section of the Disclosure Schedules, Buyer represents and warrants to Seller as follows:

Section 4.01          Organization and Authority of Buyer . Buyer is a limited liability company duly organized, validly existing and in good standing under the Laws of the state of Delaware. Buyer has all necessary limited liability company power and authority to own, lease and operate its properties and assets and to carry on its business as it is currently conducted. Each of Hunt and Buyer has full power and authority to enter into and perform this Agreement and each of the other Transaction Documents to which Hunt or Buyer is or will be a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.

Section 4.02          Enforceability . The execution and delivery by Hunt and Buyer of this Agreement each of the other Transaction Documents to which Hunt or Buyer, as applicable, is or will be a party, the performance by each of Hunt and Buyer of its obligations hereunder and thereunder and the consummation by Hunt and Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite limited liability company or corporate action, as applicable, on the part of Hunt and Buyer. This Agreement and each other Transaction Document to which Hunt or Buyer is or will be a party has been or will be duly executed and delivered by Hunt and Buyer and (assuming due authorization, execution and delivery by each of the other parties hereto or thereto) this Agreement and each of the other Transaction Documents constitutes or will constitute a legal, valid and binding obligation of Hunt and Buyer, enforceable against Hunt and Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Section 4.03          No Conflicts; Consents .

(a)          The execution, delivery and performance by Hunt and Buyer of this Agreement and each of the other Transaction Documents to which Hunt or Buyer is or will be a party, and the consummation by each of them of the transactions contemplated hereby and thereby, do not and will not: (i) conflict with or result in a violation or breach (or an event which, with the giving of notice or the passage of time, or both, would constitute a breach) of, require any consent, authorization, approval or exemption by, any Person under, or give to others any rights of termination or amendment under, any provision of the Organizational Documents of Hunt, Buyer or any Buyer Subsidiary; (ii) conflict with, result in a violation or breach of any provision of any Law or Governmental Order binding upon or applicable to Hunt, Buyer or any Buyer Subsidiary; or (iii) except as set forth in Section 4.03(a)(iii) of the Disclosure Schedules and for any consent, notice or other action obtained prior to the date hereof, require the consent, the giving of notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default (or an event which, with the giving of notice or the passage of time, or both, would constitute a default) under or result in the acceleration of, any Contract to which Hunt, Buyer or any Buyer Subsidiary is a party, except, in the case of clauses (ii), (iii) and (iv) above, as would not have a Buyer Material Adverse Effect.

(b)          No consent, approval, Permit, Governmental Order, exemption by, declaration, registration, qualification or filing with, or notice to, any Governmental Authority is required by or with respect to Hunt, Buyer or any Buyer Subsidiary in connection with the execution, delivery and performance of this Agreement and each of the other Transaction Documents to which Hunt, Buyer or a Buyer Subsidiary is or will be a party and the consummation by each of them of the transactions contemplated hereby and thereby, except as set forth in Section 4.03(a)(iii) of the Disclosure Schedules and except for such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which would not have a Buyer Material Adverse Effect.

Section 4.04          Buyer Financial Statements . Attached hereto as Schedule 5 are true and correct copies of the following financial statements and schedules of Buyer and each Buyer Subsidiary: September 30, 2017 unaudited consolidated balance sheet and statements of income (collectively, the “ Buyer Financial Statements ”). The Buyer Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the period involved, subject, in the case of any interim financial statements, to normal and recurring year-end adjustments and the absence of notes. The Buyer Financial Statements fairly present in all material respects the financial condition of Buyer and the Buyer Subsidiaries as of the respective dates they were prepared and the results of the operations of Buyer for the periods indicated.

Section 4.05          Undisclosed Liabilities . Neither Buyer nor any Buyer Subsidiary has any liabilities, obligations or commitments of a type required to be reflected on a balance sheet prepared in accordance with GAAP, except (i) those which are adequately reflected or reserved against in the Buyer Financial Statements, (ii) those which are set forth on Section 4.05 of the Disclosure Schedules, and (iii) those which have been incurred in the ordinary course of business since the date of the Buyer Financial Statements and which are not material in amount.

Section 4.06          Absence of Certain Changes, Events and Conditions . Except as expressly contemplated by this Agreement or as set forth on Section 4.06 of the Disclosure Schedules, from the date of the Buyer Financial Statements until the date of this Agreement, Buyer and each Buyer Subsidiary has operated in the ordinary course of business in all material respects and there has not been, with respect to Buyer or any Buyer Subsidiary, any:

(a)          event, occurrence or development that has had, or could be reasonably expected to have, individually or in the aggregate, a Buyer Material Adverse Effect;

(b)          material amendment of its Organizational Documents;

(c)          split, combination or reclassification of any shares of its capital stock;

(d)          issuance, sale or other disposition of, or creation of any Encumbrance on, any of its membership interest or other capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its membership interest or other capital stock;

(e)          declaration or payment of any dividends or distributions on or in respect of any of its membership interest or other capital stock or redemption, purchase or acquisition of its outstanding membership interest or other capital stock;

(f)           material change in any method of accounting or accounting practice of Buyer, except as required by GAAP or applicable Law or as disclosed in the notes to the Buyer Financial Statements;

(g)          incurrence, assumption or guarantee of any indebtedness for borrowed money in an aggregate amount exceeding $5,000,000, except unsecured current obligations and liabilities incurred in the ordinary course of business;

(h)          sale or other disposition of any of the assets shown or reflected in the Financial Statements, except in the ordinary course of business and except for any assets having an aggregate value of less than $5,000,000;

(i)           acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof for consideration in excess of $5,000,000;

(j)           adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; or

(k)          any agreement to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Section 4.07          Title to Assets; Subsidiaries . Except as shown on Section 4.07 of the Disclosure Schedules, Hunt FS Holdings, LLC, a Delaware limited liability company and wholly-owned subsidiary of Hunt has good and valid title to 100% of the equity interests in Buyer. Section 4.07 of the Disclosure Schedules sets forth a complete and accurate list of the name and jurisdiction of each of the Buyer Subsidiaries. All of the issued and outstanding shares of capital stock of, or other equity interests in, each Buyer Subsidiary have been duly authorized, validly issued and are, to the extent applicable, fully paid and nonassessable and are directly owned of record by the Buyer or a Buyer Subsidiary, free and clear of all Encumbrances, except as set forth on Section 4.07 of the Disclosure Schedules. There are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the capital stock of Buyer or any Buyer Subsidiary or obligating Hunt, Buyer, any Buyer Subsidiary or any of their respective Affiliates to issue or sell any membership interest, shares or any other interest in, Buyer or any Buyer Subsidiary.

Section 4.08          Legal Proceedings; Governmental Orders .

(a)          There are no actions, suits, Claims, demands, causes of action, proceedings, citations, summonses, subpoenas, investigations of any nature (civil, criminal, administrative, regulatory or otherwise, whether at law or in equity), arbitrations, charges, complaints, judgments, decrees or other legal proceedings pending or, to Buyer’s Knowledge, threatened against or by Buyer or any Buyer Subsidiary affecting any of their properties or assets (or by or against Buyer, any Buyer Subsidiary or any Affiliate thereof relating to Buyer or any Buyer Subsidiary), except, in each case, which if determined adversely to Buyer or any Buyer Subsidiary (or to Buyer, any Buyer Subsidiary or any Affiliate thereof), would not result in a Buyer Material Adverse Effect.

(b)          There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting Buyer or any of its properties or assets which would have a Buyer Material Adverse Effect.

Section 4.09          Compliance with Laws; Permits .

(a)          Buyer and each Buyer Subsidiary is in compliance in all material respects with all Laws applicable to it or its business, properties or assets, including all applicable Financial Industry Regulatory Authority, Inc. rules and regulations, except where the failure to be in compliance would not have a Buyer Material Adverse Effect.

(b)          All Permits required for Buyer and each Buyer Subsidiary to conduct its business have been obtained by it and are in full force and effect, except where the failure to obtain such Permits would not have a Buyer Material Adverse Effect.

Section 4.10          Investment Purpose . Buyer is acquiring the Interests solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Interests are not registered under the Securities Act or any state securities Laws, and that the Interests may not be transferred or sold except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption therefrom and subject to state securities Laws and regulations, as applicable. Buyer is able to bear the economic risk of holding the Interests for an indefinite period (including total loss of its investment), and has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risk of its investment.

Section 4.11          Brokers . No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Buyer.

Section 4.12          Independent Investigation . Buyer has conducted its own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) or assets of MMAC, the Company, the Company Subsidiaries and the Transferred Assets, and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of MMAC, Seller and the Company for such purpose. Buyer acknowledges and agrees that: (a) in making its decision to enter into this Agreement and each of the other Transaction Documents and to consummate the transactions contemplated hereby and thereby, Buyer has relied solely upon its own investigation and the representations and warranties of MMAC and Seller set forth in Article III of this Agreement (including the related portions of the Disclosure Schedules); and (b) none of MMAC, Seller, the Company or any other Person has made any representation or warranty as to MMAC, Seller, the Company, the Company Subsidiaries, the Transferred Assets or this Agreement, except as expressly set forth in Article III of this Agreement (including the related portions of the Disclosure Schedules) and the other Transaction Documents.

Section 4.13          Securities Restrictions . Buyer acknowledges that the Purchased Shares issued to Buyer or one of its Subsidiaries or Affiliates at the Subsequent Closings will not be registered under the Securities Act as of the date of issue, and therefore may not be resold without compliance with the Securities Act and any applicable state securities Laws. The Purchased Shares are being acquired by Buyer or one or more of its Subsidiaries or Affiliates solely for their own account and without a view to distribution within the meaning of the Securities Act. The MMAC Common Shares shall bear a legend in substantially the following language:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“ 1933 ACT ”), OR ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED HEREBY MAY NOT BE SOLD OR ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT.

Section 4.14          Accredited Investor Status . Buyer or its applicable Subsidiary or Affiliate is able to bear the economic risk of an investment in the Purchased Shares and can afford to sustain a total loss of such investment and Buyer is an “accredited investor,” as that term is defined in Regulation D under the Securities Act.

Section 4.15          No Other Representations and Warranties . Except for the representations and warranties contained in this Article IV (including the related portions of the Disclosure Schedules), none of Hunt, Buyer, any Buyer Subsidiary or any of their respective Affiliates or any other Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Hunt, Buyer, any Buyer Subsidiary or any of their respective Affiliates or any other Person, including any representation or warranty as to the accuracy or completeness of any information regarding Hunt, Buyer, any Buyer Subsidiary or any of their respective Affiliates or any other Person furnished or made available to MMAC, MEC, Seller, the Company, the Company Subsidiaries and their respective Affiliates and Representatives (including any information, documents or material made available to MMAC, MEC, Seller, the Company, the Company Subsidiaries and their respective Affiliates and Representatives in management presentations or in any other form in expectation of the transactions contemplated hereby) or as to the future revenue, profitability or success of Hunt, Buyer, any Buyer Subsidiary or any of their respective Affiliates, or any representation or warranty arising from statute or otherwise in law.

Article V

COVENANTS

Section 5.01          Employees; Benefit Plans .

(a)          Except as otherwise agreed in writing by any Employee or as provided in any employment agreement assumed or entered into by or between Buyer or its Affiliate and any Employee, Buyer shall cause and shall cause its Affiliates (including the Company and the Company Subsidiaries or any other successor employer), for the period commencing at the Closing Date and ending on the first anniversary thereof (or, if shorter, for the period of employment of the applicable Employee), to maintain for each such Employee (i) base salary or wages that are no less favorable than the base salary or wages provided to such Employee by Seller or its Affiliate as of the date of this Agreement, and (ii) substantially the same benefits, including severance benefits (but excluding, for the avoidance of doubt, any benefits in the form of equity or equity-linked compensation), that the Buyer provides to its employees with similar title and combined service with Seller or its Affiliates and Buyer and its Affiliates in accordance with the terms of Buyer’s or its Affiliates’ standard benefit plans; provided , that each such Employee’s employment with Buyer and its Affiliates (including the Company and the Company Subsidiaries) following the Closing shall be on an at-will basis, terminable by either party. Buyer shall pay all 2017 cash incentive bonuses to the applicable Employees as set forth in Section 3.21(a) of the Disclosure Schedules no later than January 31, 2018. Notwithstanding anything set forth below or herein to the contrary, (i) nothing in this Agreement shall create any obligation on the part of Buyer to continue, or to cause the continuation of, the employment of any individual for any period following the Closing Date, and (ii) nothing in this Agreement shall preclude Buyer or any of its Affiliates (including, following the Closing, the Company and the Company Subsidiaries) from altering, amending, or terminating any of its employee benefit plans, or the participation of any of its employees in such plans, at any time. With respect to any Employee who is terminated by Buyer within one year after the Closing Date, Buyer shall pay severance to such Employee based on his or her combined service with Seller or its Affiliates and Buyer and its Affiliates in accordance with the terms of Buyer’s or its Affiliates’ standard severance policy in effect as of the Closing Date (as set forth on Schedule 10 attached hereto) to the extent that such policy would provide for severance benefits in connection with a termination under the same circumstances.

(b)          Seller shall retain and be responsible for all liabilities, obligations and costs incurred or arising prior to (including in connection with) the Closing relating to the Employees or former employees, officers, and other service providers (and their respective dependents). Seller will pay all workers’ compensation benefits with respect to injuries occurring to any Employee or former employee, officer, or other service provider on or prior to the Closing Date. Buyer will pay all workers’ compensation benefits with respect to injuries occurring to any Employee while in the employ of Buyer or any of its Affiliates after the Closing Date.

(c)          For purposes of determining eligibility, vesting and benefit accruals under Buyer’s employee benefit plans, including, but not limited to, Buyer’s 401(k) plan, retirement plan (but not benefit accruals under any defined benefit retirement plan), group health plan, group life insurance plan, vacation, sick pay and severance policies, such policies shall recognize as employment with Buyer the period of employment of the Employee that was recognized by Seller or its Affiliates under its Benefit Plans.

(d)          Except for the employment agreements, employment letters, promote agreements and the IHS and IHS PM employees’ employment agreements set forth in Section 3.16(a) of the Disclosure Schedules, all Employees shall cease participation, and Seller shall cause the Company and each Company Subsidiary to cease being a participating employer, in all of the Benefit Plans of MMAC or its Affiliates as of immediately prior to the Closing.

(e)          For the avoidance of doubt, neither Buyer nor any of its Affiliates (including, following the Closing, the Company and the Company Subsidiaries) will assume the sponsorship or any liability with respect to or under any Benefit Plans of MMAC or its Affiliates (except as expressly assumed under this Agreement).

(f)           MMAC and its Affiliates hereby consent to the continued employment of the Employees by Buyer and its Affiliates and waive, to the extent arising in connection with the employment of the Employees by Buyer and its Affiliates, any claims or rights MMAC or any of its Affiliates may have under any non-competition, confidentiality, or non-solicitation covenants with any of the Employees. MMAC and its Affiliates shall cooperate in a commercially reasonable manner with Buyer and its Affiliates to provide an orderly administrative transition to Buyer of each Employee, including the provision by MMAC and its Affiliates to Buyer of all necessary or appropriate documents, records, materials, accounting files, and Tax information in MMAC’s or its Affiliate’s possession with respect to such Employee to the extent permitted under applicable Laws.

(g)          This Section 5.01 shall be binding upon and inure solely to the benefit of each of the parties to this Agreement, and nothing in this Section 5.01 , express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 5.01 . Nothing contained herein, express or implied, shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement or to prevent Buyer or any of its Affiliates from establishing, amending, modifying, or terminating any such benefit plan, program, agreement or arrangement, or from terminating the employment of any employee, following the Closing. The Parties acknowledge and agree that the terms set forth in this Section 5.01 shall not create any right in any employee or any other Person to any continued employment with Buyer or any of its Affiliates or to any compensation or benefits of any nature, kind, or amount whatsoever.

Section 5.02          Confidentiality . The Parties acknowledge and agree that the confidentiality obligations of the Parties and their respective Affiliates from and after the Closing shall be governed solely by the Management Agreement; provided , that, (a) any Confidential Information received by Buyer or any of its Affiliates from Seller or any of its Affiliates prior to the Closing shall continue to be governed by the Confidentiality Agreement until its expiration or termination and (b) following the Closing, any information regarding the Company, the Company Subsidiaries, the Company Business or the Transferred Assets shall not be Confidential Information in the hands of Hunt, Buyer, the Buyer Subsidiaries or any of their respective Affiliates or Representatives but shall, for the avoidance of doubt, be Confidential Information in the hands of MMAC, MEC, Seller and their respective Affiliates, Subsidiaries and Representatives (other than the Company and the Company Subsidiaries).

Section 5.03          Third-Party Consents . All costs and expenses associated with obtaining any third-party consents incurred in connection with this Agreement and the transactions contemplated hereby shall be borne and paid equally by Buyer, on the one hand, and Seller, on the other hand.

Section 5.04          Books and Records .

(a)          Promptly following the Closing, MMAC, MEC and Seller shall, to the extent in the possession or control of MMAC, MEC, Seller or any of their respective Affiliates, deliver to Buyer all of the Seller Books and Records.

(b)          Buyer agrees that it shall preserve and retain the Seller Books and Records relating to periods prior to the Closing in a manner reasonably consistent with the prior practices of Seller for a period of six (6) years from the Closing Date. During such six (6)-year period, Seller and its Affiliates shall upon reasonable advance notice and for any reasonable business purpose, have access during normal business hours to examine and inspect the Seller Books and Records.

(c)          (i) Neither Buyer nor Hunt shall be obligated to provide any other Party with access to any books or records (including personnel files) pursuant to this Section 5.04 where such access would violate any Law and (ii) each of MMAC, MEC and Seller and their respective Affiliates shall have the right to retain copies (or if required by applicable Law, originals) of the Seller Books and Records relating primarily to periods ending on or before the Closing Date.

Section 5.05          MMAC NOL Rights Plan; Sale of MMAC Common Shares .

(a)          Promptly after the First Share Purchase Closing Date, MMAC shall cause Hunt and its Affiliates to be designated as “Exempted Persons” as defined in the MMAC Tax Benefit Rights Agreement dated as of May 5, 2015, by and between MMAC and Broadridge Corporate Issuer Solutions, Inc., as the same may be amended, supplemented or otherwise modified from time to time. Hunt shall not, and shall cause its Affiliates and Representatives not, to purchase in any rolling twelve (12)-month period MMAC Common Shares representing more than nine and nine tenths percent (9.9%) of the MMAC Common Shares issued and outstanding at the beginning of such twelve (12)-month period. Notwithstanding the foregoing, Hunt and its Affiliates and Representatives may enter into an alternative stock acquisition plan with the prior written consent of the MMAC Board.

(b)          For the one year period following the First Share Purchase Closing Date, Hunt shall not (i) offer, pledge, sell, contract to sell, grant any option to purchase, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any MMAC Common Shares acquired by it under the terms of this Agreement, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in (i) or (ii) above is settled by delivery of MMAC Common Shares or such other securities, in cash or otherwise. Notwithstanding the foregoing, Hunt may pledge its MMAC Common Shares in connection with its existing credit facilities or to secure facilities with a commercial bank, investment bank or other lending institution.

Section 5.06          Hunt Board Seats .

(a)          From and after the Closing, MMAC shall cause the MMAC Board to appoint one individual selected by Hunt as a non-voting observer (a “ Hunt Observer ”) to the MMAC Board; provided , that, if any employee of Hunt (including the Hunt Designee but excluding any former employee of MMAC) is a member of the MMAC Board, then Hunt’s foregoing observer right shall be suspended. The Hunt Observer shall be entitled to attend and shall receive advance notice (in the same manner and at the same time as directors of the MMAC Board) of any meetings of the MMAC Board and any committees thereof. The Hunt Observer shall also be entitled to receive copies of all materials and presentations provided to the directors of the MMAC Board in connection with any meeting of the MMAC Board or committees thereof.

(b)          In connection with and concurrently with the consummation of the Subsequent Closing in which the purchase and sale of all of the Purchased Shares is completed, to the extent that an employee of Hunt (other than any former employee of MMAC) is not then a member of the MMAC Board, MMAC shall cause the MMAC Board to appoint one (1) Hunt Designee as a director of MMAC, with such Hunt Designee to be appointed to Class II.

(c)          From and after the Subsequent Closing in which the purchase and sale of all of the Purchased Shares is completed and as long as Hunt and/or its Affiliates hold at least the greater of (i) 1.25% of the then issued and outstanding MMAC Common Shares and (ii) Seventy-Five Thousand (75,000) MMAC Common Shares, in connection with each annual or special meeting of the equityholders of MMAC at which Class II directors are to be elected, or any written consent of the equityholders of MMAC pursuant to which Class II directors of the MMAC Board are to be elected (each such meeting or consent, an “ Election Meeting ”), Hunt shall have the right to designate one (1) Hunt Designee for nomination to Class II. During any time period that Hunt holds twenty percent (20%) or more of the issued and outstanding MMAC Common Shares, Hunt shall have the right to designate an additional director (for a total of two (2) directors) to be appointed to the MMAC Board in the class of directors of the MMAC Board that, at such time, have the longest term to serve before their next re-election.

(d)          In the case of any Election Meeting that is an annual meeting of the equityholders of MMAC, Hunt shall give written notice to the MMAC Board of the applicable Hunt Designee no later than the date that is ninety (90) days prior to the first anniversary of the prior year’s annual meeting of equityholders of MMAC. In the case of any Election Meeting that is a special meeting of equityholders of MMAC or in connection with any proposed written consent of the equityholders of MMAC pursuant to which Class II directors are to be elected or appointed, Hunt shall give written notice to the MMAC Board of the applicable Hunt Designee(s) no later than the later of ninety (90) days before such special meeting and the tenth day after the day on which the notice of such special meeting was made by mail or public disclosure to the equityholders of MMAC. In the case of any Replacement (as defined below), Hunt shall give written notice to the MMAC Board of each such Replacement as promptly as reasonably practicable following the event giving rise to such replacement as set forth in Section 5.06(g) . Any written notice delivered by Hunt pursuant to this Section 5.06(d) is referred to herein as a “ Designation Notice .”

(e)          Each Hunt Designee (or any Replacement thereof) must be an individual who is reasonably acceptable to the MMAC Board applying MMAC’s standard practices and the same considerations to the Hunt Designee as would be applied by the MMAC Board to any other director appointee, nominee or applicant. If the MMAC Board does not object in writing to any Hunt Designee named in a Designation Notice within twenty (20) days of receipt thereof, then such Hunt Designee shall be deemed to be reasonably acceptable to the MMAC Board. If, within twenty (20) days of the MMAC Board’s receipt of any Designation Notice, the MMAC Board determines that any Hunt Designee named therein is not reasonably acceptable to the MMAC Board, then the MMAC Board shall promptly provide Hunt with written notice of the reason for such determination. Thereafter, the MMAC Board and Hunt shall cooperate in good faith so that Hunt may designate one or more replacement Hunt Designees until one such individual is deemed reasonably acceptable to the MMAC Board. MMAC shall take all actions reasonably necessary or appropriate (including delaying for a reasonable period of time any applicable Election Meeting) to ensure that Hunt may designate any designee to which it is entitled under Section 5.06(c) and each such Hunt Designee is presented for nomination or appointment at each applicable Election Meeting.

(f)           If Hunt fails to give proper notice of any nomination of any Hunt Designee in a timely manner for any Election Meeting, then Hunt shall be deemed to have nominated the incumbent Hunt Director in a timely manner; provided , that if there is no incumbent Hunt Director for the applicable seat on the MMAC Board to which Hunt is entitled to designate a director pursuant to Section 5.06(c) , then MMAC and Hunt shall use their respective commercially reasonable efforts to mutually agree on a designee such that a Hunt Designee is appointed to any seat to which a Hunt Designee may be nominated under Section 5.06(c) .

(g)          MMAC and the MMAC Board shall cause each Hunt Designee designated in accordance with this Section 5.06 to be included in management’s slate of nominees for the elections of directors at each applicable Election Meeting occurring after the Closing. MMAC agrees to use its reasonable best efforts to, and to use reasonable best efforts to cause the MMAC Board to, cause the election of each applicable Hunt Designee to the MMAC Board at each Election Meeting, including by, to the extent permitted by applicable Law, recommending the Company’s equityholders to vote in favor of the election of each such Hunt Designee, soliciting proxies in respect thereof and otherwise supporting each such Hunt Designee for election in a manner consistent with, and no less rigorously and favorably than, the manner in which MMAC supports its other nominees.

(h)          If any Hunt Designee (i) dies, is incapacitated or is otherwise unable to serve as a nominee for appointment on the Closing Date or for election as a director of MMAC Board or to serve as such a director, for any reason, (ii) is removed (upon death, resignation or otherwise) or fails to be elected at an Election Meeting as a result of such Hunt Designee failing to receive the requisite number of the votes cast, or (iii) is to be substituted by Hunt (with the relevant Hunt Designee’s consent and resignation) for election at an Election Meeting, then, in each such case, Hunt shall have the right to submit the name of a replacement for each such Hunt Designee (each, a “ Replacement ”) to the MMAC Board for its reasonable approval (subject to the same terms and procedures set forth in Section 5.06(e)), and who shall, if so approved, serve as a nominee for appointment upon the Closing Date or election as a director or serve as a director in accordance with the terms of this Section 5.06 as if such Replacement was the initial Hunt Designee. In the case of any such Replacement of a director who was already serving on the MMAC Board immediately prior to such director’s death, resignation or removal, then MMAC shall cause the MMAC directors remaining in office at such time to appoint any such Replacement of such director to the MMAC Board as promptly as practicable following Hunt’s delivery of a Designation Notice with respect thereto and compliance with the terms and procedures set forth in Section 5.06(f) . For each proposed Replacement that is not approved by the Board in accordance with Section 5.06(f) . Hunt shall have the right to submit another proposed Replacement to the MMAC Board for its approval on the same basis as set forth in the immediately preceding sentence. Hunt shall have the right to continue submitting the name of proposed Replacement(s) to the MMAC Board for its approval until the MMAC Board approves a Replacement to serve as a nominee for appointment upon the Closing Date or for election as director to the MMAC Board or to serve as such a director, as applicable, whereupon such person will be appointed as the Replacement.

(i)           Directors designated by Hunt and the Hunt Observer shall not be entitled to compensation for serving on the MMAC Board; provided , however , that the directors designated by Hunt and the Hunt Observer shall, for the avoidance of doubt, be entitled to reimbursement of expenses and indemnification in the same manner and to the same extent as the other members of the MMAC Board and in accordance with MMAC’s Organizational Documents and any other bona fide policies or guidelines of the MMAC Board in effect from time to time.

(j)           Notwithstanding anything to the contrary contained in this Agreement or any other Transaction Document, upon and after an Event of Default (as defined in the Purchase Money Note) or upon Hunt owning less than the greater of (i) 1.25% of the then issued and outstanding MMAC Common Shares and (ii) seventy-five thousand (75,000) MMAC Common Shares, Hunt shall have no further right to designate for nomination to the MMAC Board, and none of MMAC, the MMAC Board nor any of their Affiliates or Representatives shall have any further obligation to approve, appoint, nominate or otherwise support for election to the MMAC Board, any Hunt Designee, and may, at their election, remove from the MMAC Board any previously appointed or elected Hunt Designee.

Section 5.07          Tax Matters .

(a)          Buyer shall prepare, or cause to be prepared, all Tax Returns required to be filed by the Company after the Closing Date with respect to a Pre-Closing Tax Period. Any such Tax Return shall be prepared in a manner consistent with past practice (unless otherwise required by Law) and without a change of any election or any accounting method and shall be submitted by Buyer to Seller (together with schedules, statements and, to the extent requested by Seller, supporting documentation) at least forty-five (45) days prior to the due date (including extensions) of such Tax Return. If Seller objects to any item on any such Tax Return, it shall, within ten (10) days after delivery of such Tax Return, notify Buyer in writing that it so objects, specifying with particularity any such item and stating the specific factual or legal basis for any such objection. If a notice of objection shall be duly delivered, Buyer and Seller shall negotiate in good faith and use their reasonable best efforts to resolve such items. If Buyer and Seller are unable to reach such agreement within ten (10) days after receipt by Buyer of such notice, the disputed items shall be resolved by the Independent Accountant and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within twenty (20) days of having the item referred to it pursuant to such procedures as it may require. If the Independent Accountant is unable to resolve any disputed items before the due date for such Tax Return, the Tax Return shall be filed as prepared by Buyer and then amended to reflect the Independent Accountant’s resolution. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Seller. The preparation and filing of any Tax Return of the Company that does not relate to a Pre-Closing Tax Period shall be exclusively within the control of Buyer.

(b)          In the case of Taxes that are payable with respect to a taxable period that begins before and ends after the Closing Date, the portion of any such Taxes that are treated as allocable to a Pre-Closing Tax Period for purposes of this Agreement shall be:

(i)          in the case of Taxes (A) based upon, or related to, income, receipts, profits, wages, capital or net worth, (B) imposed in connection with the sale, transfer or assignment of property, or (C) required to be withheld, deemed equal to the amount which would be payable if the taxable year ended with the Closing Date; and (ii) in the case of other Taxes, deemed to be the amount of such Taxes for the entire period multiplied by a fraction the numerator of which is the number of days in the period ending on the Closing Date and the denominator of which is the number of days in the entire period.

(c)          Seller shall pay any Taxes of the Company and the Company Subsidiaries allocable to a Pre-Closing Tax Period (other than any Taxes allocated to Buyer under Section 5.13 ).

(d)          Seller shall cause each of TC Fund I, International Housing Solutions Residential Partners 1 (RF) Proprietary Limited, SAWHF (Cayman) II, L.P. and each other Company Subsidiary that is treated as a partnership for U.S. federal income tax purposes have a valid election under Section 754 of the Code (and any equivalent state and local elections) in effect for the taxable year that includes the Closing Date.

Section 5.08          Public Announcements . Unless otherwise required by applicable Law or stock exchange requirements (based upon the reasonable advice of counsel), no Party to this Agreement shall make any public announcements in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the other Parties (which consent shall not be unreasonably withheld or delayed), and the Parties shall cooperate as to the timing and contents of any such announcement; provided , however , that nothing herein will prohibit (a) the Parties or their Affiliates from disclosing such information to their Representatives or (b) Hunt or its Affiliates from disclosing such information to their investors or prospective investors, subject in each case to Section 5.02 hereof.

Section 5.09          Registration Rights . If at any time after the date hereof, the Company proposes to file a registration statement with the SEC (other than a registration statement on Form S-4 or Form S-8) with respect to an offering that includes any MMAC Common Shares, whether for its own account or for the account of any other Person, then MMAC shall give to the Buyer written notice of its intention to effect such a registration as promptly as practicable and offer to Buyer (or an affiliate thereof that at such time holds the MMAC Common Shares issued to Buyer pursuant to this Agreement) the right to register the offer and sale of all of its MMAC Common Shares in such registration statement (and shall permit Buyer (or an affiliate thereof that at such time holds the MMAC Common Shares issued to Buyer pursuant to this Agreement) to participate in any related underwritten offering pursuant to such registration statement). 

Section 5.10          Termination of Affiliate Transactions . Except as set forth on Section 5.10 of the Disclosure Schedules, each Affiliate Transaction has been, or simultaneously with the Closing shall be, terminated in full, without any Liability to Buyer, the Company, any of the Company Subsidiaries or any of their respective Affiliates following the Closing (the “ Affiliate Transaction Terminations ”).

Section 5.11          Further Assurances . Following the Closing, each of the Parties shall, and shall cause their respective Affiliates to, execute and deliver such additional documents, instruments, conveyances and assurances, and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement and the other Transaction Documents.

Section 5.12          Retransfer of Assets . If any Party determines, after the Closing Date, that the Company or any of the Company Subsidiaries owns any Excluded Assets, or that any Transferred Assets have been retained by MMAC or any of its Subsidiaries (other than the Company or any Company Subsidiary), then the relevant Party shall transfer, assign and convey, or shall cause any such asset to be transferred, assigned and conveyed, to the intended recipient or other designees designated by such recipient without any consideration therefor.

Section 5.13          Transfer Taxes . All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with the transfer to Buyer of the Transferred Assets (including any real property transfer Tax and any other similar Tax) shall be borne and paid equally by Buyer, on the one hand, and Seller, on the other hand, when due. Seller shall timely file any Tax Return or other document with respect to such Taxes or fees (and Buyer shall cooperate with respect thereto as necessary).

Section 5.14          Non-Solicitation . Buyer and Seller shall not and shall cause their respective Affiliates not to (i) solicit for employment the employees of the other party or any of its Affiliates; provided that the foregoing shall not restrict such party or any of its Affiliates from (A) making any general solicitation for employment that is not specifically directed at any such Persons or (B) soliciting any such person who has left the employment of the other party at least three months prior to such solicitation, (ii) solicit any customer or client of the other party to terminate its relationship with the other party or (iii) solicit any client or customer of the other party for a deal or transaction that was pending with the other party on or after July 1, 2017 where such first party first learned about the specific deal or transaction in connection with due diligence relating to the transactions contemplated hereby.

Section 5.15          MGM Assets .

(a)          MMAC shall provide Buyer with written notice no less than ten (10) Business Days prior to the consummation of the transactions contemplated by the MGM Agreements (the “ MGM Closing Notice ”), which notice shall specify the intended closing date for the consummation of such transactions. Upon receipt of the MGM Closing Notice, Buyer shall have the right but not the obligation to require MMAC to assign all of MMAC’s rights, obligations and interests in the MGM Agreements to Buyer or an Affiliate thereof for no additional consideration (the “ Hunt/MGM Election Right ”). Buyer may exercise the Hunt/MGM Election Right on written notice (the “ Hunt Election Notice ”) to MMAC at any time prior to the closing date set forth in the MGM Closing Notice. Upon receipt of the Hunt Election Notice, MMAC shall execute an assignment and assumption agreement pursuant to which, MMAC shall assign to Hunt all of its rights, obligations and interests in the MGM Agreements.

(b)          In the event that Buyer delivers a Hunt Election Notice and MMAC’s rights, obligations and interests in the MGM Agreements are assigned to Buyer:

(i)          Buyer acknowledges that the MGM Principals desire to limit the aggregate amount of any promissory notes they collectively hold from Buyer with respect to Buyer’s acquisition of the MGM Interests pursuant to the MGM Purchase Agreement to Five Million Eight Hundred Thousand Dollars ($5,800,000). As a result, in order to facilitate the transaction described herein, pursuant to Section 1.2.1.4.1 of the MGM Purchase Agreement, MMAC has agreed that, at the closing of the transactions contemplated by the MGM Agreements, either (i) MMAC shall purchase from the MGM Principals Ten Million Dollars ($10,000,000) in aggregate principal amount of the notes held by the MGM Principals from Buyer, if any (of which Five Million Dollars ($5,000,000) shall be paid in cash by MMAC and Five Million Dollars ($5,000,000) shall be paid in the form of one or more Eight Year Notes (as defined in the MGM Purchase Agreement) from MMAC payable to the MGM Principals in such principal amounts as the MGM Principals may direct) or (ii) MMAC will issue a note in the principal amount equal to Ten Million Dollars ($10,000,000) to the MGM Principals and Buyer and MMAC will execute and deliver an allonge to the Purchase Money Note, increasing the outstanding principal amount of the Purchase Money Note by Ten Million Dollars ($10,000,000).

(ii)         Buyer acknowledges that MGM is the borrower under that certain loan from MGM Financial, LLC, an Affiliate of the MGM Principals, in the aggregate principal amount of $9,000,000 (the “ Senior Loan ”) and that MMAC will acquire the Senior Loan from MGM Financial, LLC prior to the MGM Closing. If Buyer exercises the Hunt/MGM Election Right, Buyer agrees to acquire the Senior Loan from MMAC simultaneously with the consummation of Buyer’s acquisition of the MGM Assets for an aggregate purchase price equal $9,415,000, which shall be paid in cash and adjusted for the passage of time, if Buyer’s acquisition of the Senior Loan does not take place on December 31, 2017, from December 31, 2017 to the closing of Buyer’s acquisition of the Senior Loan at a 5% discount rate.

(c)          MMAC agrees and acknowledges that, without the prior written consent of Buyer, MMAC will not agree or consent to any amendment to the terms, conditions or provisions contained in the MGM Agreements (including any exhibits or schedules thereto).

(d)          In the event of an assignment of the MGM Agreements by MMAC to Buyer and the consummation of the transactions contemplated pursuant to the MGM Agreements, MMAC agrees to deliver to Buyer, a certificate, in a form reasonably acceptable to Buyer, certifying that, to MMAC’s Knowledge, the representations and warranties set forth in Article V of the Junior Loan Agreement (as defined in the MGM Purchase Agreement) are true and correct as of the closing of the transactions contemplated pursuant to the MGM Agreements.

(e)          The parties hereto agree that if Buyer delivers the Hunt Election Notice pursuant to Section 5.15(a) hereof, MMAC agrees that prior to the intended closing date set forth in the MGM Closing Notice, MMAC and Buyer shall supplement, amend or otherwise modify the Purchase Money Note, Pledge and Security Agreement, the other Collateral Documents (as such term is defined in the Purchase Money Note) and other agreements and documents relating thereto as necessary to give effect to Buyer’s acquisition of the MGM Assets pursuant to the terms of the MGM Agreements, including, but not limited to, increasing the principal amount of the Purchase Money Note if necessary (whether by amendment, amendment and restatement or allonge or otherwise) or providing for the issuance of one or more additional promissory notes to the payees contemplated by the MGM Agreements, amending the terms of the Pledge and Security Agreement and other Collateral Documents (as such term is defined in the Purchase Money Note) to permit the grant and incurrence of additional liens on collateral in favor of the other parties that are payees under the Specified Note (as such term is defined in the Purchase Money Note) and such other changes and modifications to any of such Purchase Money Note, Pledge and Security Agreement, Collateral Documents (as such term is defined in the Purchase Money Note) and other applicable documents as are necessary, appropriate or desirable to give effect to Buyer’s consummation of the transactions on the terms and conditions contemplated by the MGM Agreements.

Section 5.16          Cobb Theater Guaranty . In the event of an assignment of the MGM Purchase Agreement by MMAC to Buyer and the consummation of the transactions contemplated pursuant to the MGM Purchase Agreement, Buyer shall set off any amounts required to be paid and paid by Buyer under the Cobb Theater Guaranty (as defined in the MGM Purchase Agreement) first against the Notes (as defined in the MGM Purchase Agreement) under which Hunt is obligated to the MGM Principals and then, to the extent of any excess of such amounts paid over the principal amount outstanding on such Notes, against the promissory notes or increased portions of promissory notes, under which Hunt is obligated to MMAC, given in connection with the closing of the transactions contemplated by the MGM Purchase Agreement.

Section 5.17          IHS Management Fee Catch-Up Payments

(a)          Notwithstanding anything to the contrary contained herein, MMAC and its Affiliates shall be entitled to, and Hunt and/or its Affiliates (including IHS and its Affiliates after Closing) shall pay to MMAC, all “Catch Up Management Fee” (i.e., management fee paid by an investor in a fund upon closing into that fund and applying to the period extending from such fund’s inception to such closing date) received by IHS and its Affiliates after the Closing Date resulting from closings of investors into IHS Fund II SSA and IHS Fund II SA prior to March 31, 2018.  Notwithstanding the foregoing, with respect to IHS Fund II SSA, the above payment of such “Catch Up Management Fee” shall be adjusted by the following payments owing with respect to each of the following investors if and when such investors close into IHS Fund II SSA (or upon IHS’ draw of “Catch Up Management Fee”, if later), as follows:

(b)          Hunt shall pay or cause the payment of all “Catch Up Management Fee” hereunder, as adjusted in accordance with this section, in cash to MMAC no later than March 31, 2018.

Article VI

SURVIVAL; INDEMNIFICATION

Section 6.01          Survival . The Parties agree that (a) any covenants or other agreements contained in this Agreement shall survive the Closing in accordance with their respective terms or, if no term is specified, indefinitely, (b) the representations and warranties of MMAC and Seller (other than the MMAC and Seller Fundamental Representations and the representations and warranties of MMAC and Seller set forth in Section 3.18 (Environmental Matters), Section 3.20 (Employee Benefit Matters), Section 3.21 (Employment Matters), Section 3.23 (Taxes) and Section 3.24 (The Management Arrangements and Management Fee Rights)) shall survive the Closing until June 30, 2019, (c) the representations and warranties of Buyer (other than the Buyer Fundamental Representations) shall survive the Closing until June 30, 2019, (d) the representations and warranties of MMAC and Seller set forth in Section 3.18 (Environmental Matters), Section 3.20 (Employee Benefit Matters), Section 3.21 (Employment Matters), Section 3.23 (Taxes) and Section 3.24 (The Management Arrangements and Management Fee Rights) shall survive until the third (3 ^rd ) anniversary of the Closing Date and (e) the MMAC and Seller Fundamental Representations and the Buyer Fundamental Representations shall not terminate but shall survive indefinitely. Notwithstanding anything herein to the contrary, in the case of all representations, warranties and covenants, any Claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from the non-breaching party to the breaching party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of such survival period and such Claims shall survive until finally resolved.

Section 6.02          Indemnification By MMAC . Subject to the other terms and conditions of this Article VI , from and after the Closing, MMAC shall indemnify Buyer against, and shall hold Buyer harmless from and against, any and all Losses incurred or sustained by, or imposed upon, Buyer, its Affiliates (including, the Manager) and Representatives, and each of their respective successors and assigns (collectively, the “ Buyer Indemnified Parties ”) and hold them harmless from and against any and all Losses based upon, arising out of, with respect to or by reason of:

(a)          any inaccuracy in or breach of any of the representations or warranties of MMAC and Seller contained in this Agreement or any certificate or instrument delivered by Seller, MMAC or MEC pursuant to this Agreement, or any inaccuracy in or breach of any of the representations or warranties of MMAC or its Affiliates contained in the Contribution Agreement or any certificate or instrument delivered by MMAC or its Affiliates pursuant to the Contribution Agreement;

(b)          any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller, MMAC or MEC pursuant to this Agreement or any certificate or instrument delivered by Seller, MMAC or MEC pursuant to this Agreement, or any breach or non-fulfillment of any covenant, agreement or obligation to be performed by MMAC or its Affiliates pursuant to the Contribution Agreement or any certificate or instrument delivered by MMAC or its Affiliates pursuant to the Contribution Agreement;

(c)          any matters set forth on Schedule 11 ;

(d)          any Excluded Asset or any Excluded Liability; or

(e)          Third-Party Claims with respect to the conduct of the Retained Business on and after the Closing Date (except to the extent of Manager’s indemnification obligations under the Management Agreement).

Section 6.03          Indemnification By Buyer . Subject to the other terms and conditions of this Article VI , from and after the Closing, Buyer shall indemnify Seller against, and shall hold Seller harmless from and against, any and all Losses incurred or sustained by, or imposed upon, Seller, its Affiliates and Representatives, and each of their respective successors and assigns (collectively, the “ Seller Indemnified Parties ”) and hold them harmless from and against any and all Losses based upon, arising out of, with respect to or by reason of:

(a)          Third-Party Claims (other than any derivative or shareholder or equityholder Claims) with respect to any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or any certificate or instrument delivered by Buyer pursuant to this Agreement;

(b)           any inaccuracy in or breach of any of the Buyer Fundamental representations;

(c)          any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement or any certificate or instrument delivered by Buyer pursuant to this Agreement;

(d)          the Obligations; or

(e)          Third-Party Claims with respect to the conduct of the Company Business and the use of the Transferred Assets by Buyer or Buyer Subsidiaries, in each case, on and after the Closing Date.

Section 6.04          Certain Limitations . The party making a Claim under this Article VI is referred to as the “Indemnified Party”, and the party against whom such Claims are asserted under this Article VI is referred to as the “Indemnifying Party”. The indemnification provided for in this Article VI shall be subject to the following limitations:

(a)          Notwithstanding anything to the contrary set forth in this Agreement, the Indemnifying Party shall not be liable to any Indemnified Party for indemnification unless and until the aggregate amount of all Losses in respect of indemnification exceeds, in the aggregate, an amount equal to Five Hundred Thousand Dollars ($500,000) (the “ Threshold ”), at which point the Indemnifying Party will be obligated to indemnify the Indemnified Parties for the entire amount of any such Losses, and, thereafter, the Indemnified Parties shall be entitled to indemnification up to an amount of Losses not to exceed five percent (5%) of the Purchase Price (the “ Cap ”); provided , that, (i)(A) any Claims made by any Buyer Indemnified Party pursuant to Section 6.02(a) with respect to the MMAC and Seller Fundamental Representations, Section 6.02(b) , Section 6.02(c) or Section 6.02(e) , (B) Losses arising out of the Excluded Liabilities or Excluded Assets and (C) any Claims made by any Buyer Indemnified Party for breaches or inaccuracies of the representations and warranties set forth in Section 3.23 (Taxes) and (ii)(A) any Claims made by any Seller Indemnified Party pursuant to Section 6.03(b) , Section 6.03(c) or Section 6.03(e) and (B) Losses arising out of the Obligations, in each case, shall not be subject to the Threshold or be subject to or applied towards the Cap, except that the Indemnifying Party shall not be obligated to indemnify the Indemnified Party for Losses in respect of any Claims made pursuant to Section 6.02(a) with respect to the MMAC and Seller Fundamental Representations or pursuant to Section 6.03(b) , as applicable, together with all other Claims for indemnification pursuant to (x) Section 6.02(a) in the case of Buyer Indemnified Parties or (y)  Section 6.03(a) and Section 6.03(b) in the case of Seller Indemnified Parties, in excess of a maximum amount in the aggregate equal to the Purchase Price; provided , further , that the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed Ten Thousand Dollars ($10,000) (which Losses shall not be counted toward the Threshold).

(b)          Notwithstanding anything to the contrary contained in this Agreement, (i) the Buyer Indemnified Parties’ first (but not the sole) recourse for indemnification under this Article VI shall be to the Purchase Money Note and all payments of Losses due and owing to Buyer Indemnified Parties from MMAC under this Article VI shall first be satisfied by reducing the principal amount of the Purchase Money Note in the amount of the Loss finally determined under this Article VI until such time as the amount of the Loss finally determined under this Article VI exceeds the then remaining balance of the Purchase Money Note after which time all of the indemnification payments due to Buyer Indemnified Parties shall be paid by MMAC in cash and (ii) all payments of Losses due and owing to Seller Indemnified Parties from Buyer under this Article VI shall be satisfied in cash in the amount of the Loss finally determined under this Article VI ; provided , however , that in the case of clause (ii) of this Section 6.04(b) , with respect to Losses arising out of any Direct Claim with respect to any inaccuracy in or breach of any of the Buyer Fundamental Representations, no Losses shall be due or owed to any Seller Indemnified Party unless and until Buyer, as the maker under the Purchase Money Note, has failed to pay when due any amount required to be paid under the Purchase Money Note and such failure, in the case of any payment of interest or other amounts, continues for five (5) Business Days.

(c)          In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive damages or any damages based on any type of multiple except to the extent an Indemnified Party is required to pay such damages in order to fully indemnify a Third-Party Claim.

(d)          For purposes of this Article VI , any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, “Material Adverse Effect” or other similar qualification contained in or otherwise applicable to such representation or warranty.

(e)          Payments by an Indemnifying Party pursuant to Section 6.02 or Section 6.03 in respect of any Loss shall be limited to the amount of any Loss that remains after deducting therefrom any insurance proceeds actually received by the Indemnified Party (net of any deductibles, retroactive premiums, and premium increases or other costs or expenses incurred in connection with obtaining such proceeds).

(f)           Upon becoming actually aware of any Loss, the Indemnified Party shall use its commercially reasonable efforts to mitigate any such Losses, including, if available, by filing an insurance claim or pursuing any other indemnity, contribution or other similar rights the Indemnified Party may have against third parties. All costs and expenses of such mitigation shall constitute indemnifiable Losses under this Article VI .

(g)          Notwithstanding anything to the contrary in this Article VI , no Losses may be claimed by any Indemnified Party to the extent such Losses have actually been taken into account in calculating the Estimated IHS Working Capital or Closing IHS Working Capital, and the Parties agree that no amount shall be due under this Article VI to the extent that it duplicates another amount already paid or taken into account pursuant to Article II or this Article VI .

Section 6.05          Indemnification Procedures .

(a)           Third-Party Claims . If any Indemnified Party receives notice of the assertion or commencement of any action, suit, Claim or other legal proceeding made or brought by any Person who is not a Party to this Agreement or an Affiliate of a Party to this Agreement or a Representative of the foregoing (a “ Third-Party Claim ”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party prompt written notice thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party within thirty (30) days of receipt of notice by the Indemnified Party, to assume the defense of any Third-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel reasonably satisfactory to the Indemnified Party, and the Indemnified Party shall cooperate in good faith in such defense. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume control of such defense and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party if (i) the Claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Claim seeks an injunction or equitable relief against the Indemnified Party, (iii) the Indemnified Party reasonably believes an adverse determination with respect to the proceeding or other Claim giving rise to such Claim for indemnification would have a material adverse effect on the business, financial condition, results of operations, properties, assets or liabilities of the Indemnified Party or its business or assets and would reasonably be expected to cause irreparable reputational harm to the Indemnified Party, (iv) the Indemnifying Party failed or is failing to vigorously prosecute or defend such Claim, (v) the third party against whom the Claim is being defended is a Governmental Authority, or (vi) the Claim relates to the compliance with Laws during both the pre-Closing and post-Closing period. In the event that the Indemnifying Party assumes the defense of any Third-Party Claim, subject to Section 6.05(b) , it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third-Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right, at its own cost and expense, to participate in the defense of any Third-Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. If the Indemnifying Party elects not to compromise or defend such Third-Party Claim or fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, the Indemnified Party may, subject to Section 6.05(b) , pay, compromise, defend such Third-Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third-Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Third-Party Claim, including furnishing to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third-Party Claim; provided , however , that any costs and expenses associated with furnishing such management employees to the defending party shall, to the extent furnished by Hunt, Buyer or any of their respective Subsidiaries or Affiliates (other than MMAC and any of the MMAC Subsidiaries), constitute reimbursable expenses under Section 7(b) of the Management Agreement.

(b)           Settlement of Third-Party Claims . Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section 6.05(b) . If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 6.05(a) , it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

(c)           Direct Claims . Any Claim by an Indemnified Party on account of a Loss which does not result from a Third-Party Claim (a “ Direct Claim ”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. During such thirty (30)-day period, the Indemnified Party shall reasonably cooperate with the Indemnifying Party with respect to its investigation of the matter and circumstances alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim. If the Indemnifying Party does not so respond within such thirty (30)-day period, the Indemnifying Party shall be deemed to have rejected such Claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Section 6.06          Tax Treatment of Indemnification Payments . All indemnification payments made under this Agreement shall be treated by the Parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law.

Section 6.07          Effect of Investigation . The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party's right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party's waiver of any condition set forth in Section 6.01 , Section 6.02 or Section 6.03, as the case may be.

Section 6.08          Exclusive Remedies . Subject to Section 7.11 , the Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all Claims (other than Claims arising from criminal activity, Fraud, willful misconduct or gross negligence, in each case, as finally determined by a court of competent jurisdiction, which Claims the Parties acknowledge and agree shall not be subject to the Cap or otherwise limited by any provision hereunder) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or in the Contribution Agreement or otherwise relating to the subject matter of this Agreement or the Contribution Agreement, shall be pursuant to the indemnification provisions set forth in this Article VI . Nothing in this Section 6.08 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled pursuant to Section 7.11 hereof or Section 23 of the Contribution Agreement.

Article VII

MISCELLANEOUS

Section 7.01          Expenses . Except as otherwise expressly provided herein, all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the Closing shall have occurred.

Section 7.02          Notices . All notices, requests, consents, Claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 7.02 ):

Section 7.03          Interpretation . For purposes of this Agreement: (a) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to Articles, Sections, Disclosure Schedules and Exhibits mean the Articles and Sections of, and Disclosure Schedules and Exhibits attached to, this Agreement; (y) to any Contract, agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified (including pursuant to any waiver, side letter or other agreement or arrangement (whether written or oral)) from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. The Disclosure Schedules and Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.

Section 7.04          Headings . The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

Section 7.05          Severability . If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

Section 7.06          Entire Agreement . This Agreement and the other Transaction Documents constitute the sole and entire agreement of the Parties with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous representations, warranties, understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Agreement, the Exhibits and Disclosure Schedules (other than an exception expressly set forth as such in the Disclosure Schedules), the statements in the body of this Agreement will control.

Section 7.07          Successors and Assigns . This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns. No Party may assign its rights or obligations hereunder without the prior written consent of the other Parties, which consent shall not be unreasonably withheld or delayed. No assignment shall relieve the assigning Party of any of its obligations hereunder.

Section 7.08          No Third-Party Beneficiaries .

(a)          Each Buyer Indemnified Party and Seller Indemnified Party shall be a third party beneficiary of Article VI and shall be entitled to the rights and benefits of Article VI and may enforce the provisions thereof as if a party to this Agreement. Except as provided in Article VI and this Section 7.08 , this Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

(b)          The representations and warranties in this Agreement are the product of negotiations among the Parties and are for the sole benefit of the Parties. In addition, such representations and warranties have been qualified by confidential disclosures made to the Parties in connection with this Agreement and are subject to waiver by the Parties in accordance with Section 7.09 without notice or liability to any other Person. Consequently, Persons other than the Parties may not rely on the representations and warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date, and such representations and warranties may only be relied upon by the Parties solely in connection with transactions contemplated hereby.

Section 7.09          Amendment and Modification; Waiver . This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party hereto. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Section 7.10          Governing Law; Submission to Jurisdiction; Waiver of Jury Trial . This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).

ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY MAY BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF THE STATE OF NEW YORK IN EACH CASE LOCATED IN THE COUNTY OF NEW YORK, IN THE CITY OF NEW YORK, NEW YORK AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO SUCH PARTY’S ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.10 .

Section 7.11          Specific Performance . The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the Parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity.

Section 7.12          Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

Section 7.13          Survival . In addition to any sections of this Agreement which expressly survive Closing, those sections of this Agreement which by their nature have continuing effect shall also survive Closing.

[ Signature Page Follows ]

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

Exhibit 10.2

Execution Copy

PURCHASE MONEY NOTE

In partial consideration of the transfer to the undersigned Maker by MMA Capital Management, LLC (“Payee”) and certain of its Affiliates of the Transferred Assets described in Master Transaction Agreement (as herein defined), Maker promises to pay to the order of Payee the principal sum of FIFTY-SEVEN MILLION DOLLARS ($57,000,000) (subject to adjustments in accordance with the terms of the Master Transaction Agreement and reduction pursuant to Section 24 below), together with interest on the outstanding principal balance hereunder from the date hereof at the rate and in the manner set forth below. The following terms shall apply to this Purchase Money Note (this “Note”).

1.            Definitions . In addition to the definitions set forth on Annex I hereto, as used in this Note, the following terms have the meanings specified below:

(a)          “Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. As used herein, the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise; provided that, following the date hereof neither Maker nor the Manager (as defined in the Master Transaction Agreement) shall be deemed an Affiliate of Payee or any of Payee’s Subsidiaries.

(b)          “Anti-Money Laundering Laws” has the meaning given in Section 7(j).

(c)          “Business Day” means any day except Saturday, Sunday or any other day on which banking institutions located in New York, New York are authorized or required by Law to be closed for business.

(d)          “Closing Statements” means Maker’s GAAP Financial Statements for the quarter ended September 30, 2017.

(e)          “Code” has the meaning given in Section 8(g).

(f)           “Collateral” means the “Collateral” as defined in the Pledge Agreement and any other collateral in which a security interest has been granted by the Maker or one of its Affiliates to the Payee to secure the Maker’s obligations hereunder.

(g)          “Collateral Documents” has the meaning given in Section 17.

(h)          “Contract Rate” has the meaning given in Section 2.

(i)           “Default Rate” has the meaning given in Section 10(b).

(j)           “Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person.

(k)          “ERISA” means the Employee Retirement Security Act of 1974, as amended, and the regulations thereunder.

(l)           “Fair Value” means the price that would be received by Maker to sell an asset or paid by Maker to transfer a liability in an orderly transaction with market participants, as determined in good faith by Maker at the end of a given Reporting Period or other applicable time.

(m)          “Financial Covenant” means each of the Net Worth Covenant in Section 8(a), the Leverage Ratio in Section 8(b), the Debt Service Coverage Ratio in Section 8(c), and the Interest Coverage Ratio in Section 8(d).

(n)          “Financial Statements” means Maker’s consolidated balance sheets, Maker’s consolidated statements of income and Maker’s consolidated statements of cash flows, all prepared in accordance with GAAP. For the avoidance of doubt, Financial Statements shall not include any statement of change in shareholders’ equity.

(o)          “GAAP” means generally accepted accounting principles in the United States, consistently applied.

(p)          “GAAP Balance Sheet” has the meaning given in the definition of “Tangible Net Worth”.

(q)          “GAAP Value” means the value of an asset or liability as reported on Maker’s GAAP Financial Statements.

(r)          “GSE Rights” has the meaning given in Section 7(o).

(s)          “Guilford Trust Debt” means the obligations assumed by Maker from Payee pursuant to the Master Transaction Agreement in respect of that certain Promissory Note, dated September 23, 2016, issued by MMA Financial, Inc., a Delaware corporation, to Guilford Portfolio Asset Management Trust, as the lender.

(t)           “Hedging Agreement” means any interest rate, foreign currency, commodity or equity swap, collar, cap, floor or forward rate agreement, or other agreement or arrangement designed to protect against fluctuations in interest rates or currency, commodity or equity values (including, without limitation, any option with respect to any of the foregoing and any combination of the foregoing agreements or arrangements), and any confirmation executed in connection with any such agreement or arrangement.

(u)          “Indebtedness” means (a) obligations created, issued or incurred by Maker for borrowed money (whether by loan, the issuance and sale of debt securities or the sale of property to another Person subject to an understanding or agreement, contingent or otherwise, to repurchase such property from such Person); (b) obligations of Maker to pay the deferred purchase or acquisition price of property or services, other than trade accounts payable arising, and accrued expenses incurred, in the ordinary course of business so long as such trade accounts payable are payable within ninety (90) days of the date the respective goods are delivered or the respective services are rendered; (c) Indebtedness of others secured by a lien on the property of Maker, whether or not the respective Indebtedness so secured has been assumed by Maker; (d) obligations (contingent or otherwise) of Maker in respect of letters of credit or similar instruments issued or accepted by banks and other financial institutions for the account of Maker; (e) capital lease obligations of Maker; (f) obligations of Maker under repurchase agreements or sale/buy-back agreements and net obligations with respect to Hedge Agreements; (g) Indebtedness of others guaranteed by Maker; and (h) Indebtedness of general partnerships of which Maker is a general partner unless such Indebtedness is expressly made non-recourse to Maker. For the avoidance of doubt, notwithstanding anything to the contrary set forth herein, (1) intercompany advances in the ordinary course of business in respect of operating costs (such as cash management obligations, royalty fees and transfer pricing) shall not constitute Indebtedness and (2) obligations which would otherwise constitute Indebtedness but which have been cash collateralized or amounts for the repayment thereof placed in escrow shall not constitute Indebtedness to the extent of such cash collateral or escrowed amounts. For purposes of this paragraph, “Maker” shall include all Subsidiaries of Maker.

(v)          “Indenture” means that certain Indenture dated as of February 25, 2014 by and among Hunt Companies, Inc., the other guarantors party thereto and Deutsche Bank Trust Company Americas as trustee, as amended or supplemented from time to time.

(w)         “Interest Payment Date” has the meaning given in Section 3.

(x)           “Jefferies Credit Agreement” means that certain Credit Agreement dated as of February 25, 2014, by and among Hunt Companies, Inc., as borrower, the guarantors from time to time party thereto, lenders from time to time party thereto, Jefferies Finance, LLC, as administrative agent, Deutsche Bank Trust Company Americas, as collateral agent, and Jefferies Finance LLC, as swingline lender, and certain other parties party thereto.

(y)          “Maker” means Hunt FS Holdings II, LLC, a Delaware limited liability company.

(z)          “Management Agreement” means that certain Management Agreement of even date herewith by and among Payee, MMA Financial, Inc., MMA Energy Capital, LLC, Maker and (solely with respect to its obligations under Article V thereof) Hunt Companies, Inc.

(aa)        “Master Transaction Agreement” means that certain Master Transaction Agreement of even date herewith by and among Maker, Payee, MMA Financial, Inc., MMA Energy Capital, LLC, and, solely with respect to Section 2.07 of the Master Transaction Agreement and its express obligations under Article V therein, Parent.

(bb)        “Maturity Date” means the seventh anniversary of the date hereof or, if any such day is not a Business Day, the immediately succeeding Business Day, or the date of any earlier acceleration of this Note.

(cc)        “Material Indebtedness” means (without duplication) Indebtedness for borrowed money (other than the obligations under this Note), capital lease obligations, unreimbursed obligations for letter of credit drawings and financial guarantees (other than ordinary course of business contingent reimbursement obligations) or obligations to pay an early termination amount in respect of one or more Hedging Agreements, of any one or more of Maker and its Subsidiaries in an aggregate principal amount exceeding $5,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations in respect of any Hedging Agreement at any time shall be the amount (giving effect to any netting agreements and deducting the value of any posted collateral) that Maker or such Subsidiary would be required to pay if such Hedging Agreement were terminated at such time pursuant to the terms of the documentation governing such Hedging Agreement.

(dd)        “Material Subsidiary” means (i) each Subsidiary of Maker that, as of the last day of the fiscal quarter of Maker most recently ended for which financial statements are required to be delivered under Section 8(f), had revenues or total assets for such quarter in excess of 10% of the consolidated revenues or total assets, as applicable, of Maker for such quarter, and (ii) any group comprising Subsidiaries of Maker that each would not have been a Material Subsidiary under clause (i) but that, taken together, as of the last day of the fiscal quarter of Maker most recently ended for which financial statements are required to be delivered under Section 8(f), had revenues or total assets for such quarter in excess of 10% of the consolidated revenues or total assets, as applicable, of Maker for such quarter.

(ee)        “Note Documents” means this Note, the Pledge and Security Agreement and the Parent Undertaking Guaranty.

(ff)          “Operating Agreement” means Maker’s Limited Liability Company Operating Agreement dated July 20, 2017, as it may be amended from time to time.

(gg)        “Parent” means Hunt Companies, Inc., a Delaware corporation and the indirect parent company of Maker.

(hh)        “Parent Undertaking Guaranty” means that certain Parent Undertaking Guaranty dated as of the date hereof, between Parent, as guarantor, and Payee, as beneficiary.

(ii)          “Payee” means MMA Capital Management, LLC, a Delaware limited liability company.

(jj)          “Payee Costs” has the meaning given in Section 12.

(kk)        “Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association or other entity.

(ll)          “Pledge and Security Agreement” has the meaning given in Section 17.

(mm)     “Reporting Period” means each fiscal quarter of Maker, where each Reporting Period in a given calendar year is assumed to end on the last calendar day of March, June, September and December.

(nn)        “Requirements of Law” means, with respect to any Person, the common law and any statutes, laws, treaties, rules, regulations, orders, decrees, writs, injunctions or determinations of any arbitrator or court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject, including without limitation the Anti-Money Laundering Laws and the applicable rules, regulations, orders, decrees, writs, injunctions or determinations promulgated by the Financial Industry Regulatory Authority.

(oo)        “Restoration Obligation” has the meaning given in the Parent Undertaking Guaranty.

(pp)        “Restoration Payment” means each and any payment by Parent in respect of all or a portion of Parent’s Restoration Obligation as contemplated by the Parent Undertaking Guaranty.

(mm)         “Restricted Payments” means any of the following:

(i)            dividends and other distribution payments by Maker or any of its Subsidiaries to any Affiliates other than Maker or a wholly-owned Subsidiary of Maker;

(ii)           loans or other advances by Maker or any of its Subsidiaries to any Person, other than loans made to Maker or any of its Subsidiaries and loans made in the ordinary course of business on an arms’ length basis to unrelated third parties; and

(iii)          asset transfers (including real and personal property of any nature, tangible or intangible) by Maker or any of its Subsidiaries to any Person other than Maker or a wholly-owned Subsidiary of Maker, other than asset transfers at fair market value in exchange for at least eighty percent cash with the balance due on market terms from a credit worthy entity.

(nn)        “Specified Notes” means one or more promissory notes issued on or after the date hereof by Maker or any of its Affiliates to any direct or indirect owner of any of the (i) Equity Interests in Morrison Grove Management, LLC, a Delaware limited liability company, in connection with the exercise by Maker or any of its Affiliates of the option provided for in that certain Purchase Option Agreement, dated as of October 8, 2014, as amended by that certain Amended and Restated Purchase Option Agreement, dated as of June 15, 2015, by and among Charles M. Pinckney, LLC, Johnson Holdings, LLC, Morrison Grove CS Venture Partner, Inc., and MMA Financial, Inc. or (ii) Woodside Assets (as defined in the Master Transaction Agreement), in connection with the acquisition of the Woodside Assets pursuant to the Woodside Transfer Agreement (as defined in the Master Transaction Agreement), in each case, including any replacements, amendments, or supplements thereto.

(oo)        “Subsidiary” means any Person with respect to which more than 50% of its outstanding Equity Interests are owned directly or indirectly by Maker. Unless otherwise specified herein, “Subsidiary” used herein means each of Maker’s Subsidiaries.

(pp)        “Test Period” has the meaning given in Section 8(a).

2.            Interest Rate . Until all sums due and owing hereunder have been paid in full, interest shall accrue on the unpaid balance hereunder at the rate of five percent (5%) per annum (the “Contract Rate”), with unpaid interest due and payable compounding quarterly.

3.            Repayment .

(a)          No principal payment shall be due and payable on this Note during the period from the date hereof through the second anniversary of the date hereof. Interest shall be due and payable quarterly in arrears on the last day of each calendar quarter or if such day is not a Business Day, the immediately succeeding Business Day (each, an “Interest Payment Date”), with the first Interest Payment Date being April 2, 2018 in respect of the period from and including the date hereof through March 31, 2018.

(b)          Beginning on the first Interest Payment Date following the second anniversary of the date hereof and on each Interest Payment Date thereafter until the earlier of the Maturity Date and the payment of the outstanding principal amount of this Note in full, a principal payment shall also be due and payable on such date in the amount of TWO MILLION EIGHT HUNDRED AND FIFTY THOUSAND DOLLARS ($2,850,000). The entire outstanding principal amount hereof, together with all accrued and unpaid interest thereon, and any other amounts due and remaining unpaid hereunder, shall be due and payable in full in immediately available funds to the bank account of Payee (as the wiring instruction related to such bank account is notified in writing to Maker at least two (2) Business Days prior to the first Interest Payment Date after the date hereof, which wiring instruction may be updated by the Payee from time to time in writing to Maker), on the Maturity Date, unless prepaid in full in accordance herewith. For the avoidance of doubt, amortization payments, any other prepayments of this Note and reductions in the principal amount of this Note pursuant to Section 24 or pursuant to the Master Transaction Agreement shall in each case decrease the outstanding principal amount of this Note.

4.            Calculation of Interest . Interest shall be calculated on the basis of three hundred sixty five (365) days per year factor applied to the actual days on which there exists an unpaid principal balance.

5.            Application of Payments . All payments made hereunder shall be applied first to payment in full of Payee Costs then due to Payee, next to payment in full of accrued interest (including Default Interest, if any) then due to Payee hereunder, and then to payment in full of outstanding principal hereunder.

6.            Optional Prepayment . The unpaid principal balance of this Note may be prepaid in whole or in part at any time without penalty or additional interest.

7.            Maker Representations and Warranties . Maker hereby represents and warrants as follows: As of the date hereof,

(a)           Existence . Maker (i) is a Delaware limited liability company duly organized and validly existing under the laws of the State of Delaware, (ii) is in good standing (or its equivalent) under the laws of the State of Delaware, (iii) has all requisite limited liability company power, and has all governmental licenses, authorizations, consents and approvals necessary to own its assets and carry on its business as now being or as proposed to be conducted except where the lack of such licenses, authorizations, consents and approvals would not be reasonably likely to have a material adverse effect on the ability of Maker to perform its obligations hereunder; and (iv) is qualified to do business and is in good standing (or its equivalent) in all other jurisdictions in which the nature of the business conducted by it makes such qualification necessary except where failure so to qualify would not be reasonably likely (either individually or in the aggregate) to have a material adverse effect on the ability of Maker to perform its obligations hereunder.

(b)           No Breach . The execution and delivery of this Note and the Collateral Documents to which Maker is a party and the performance of Maker’s obligations hereunder and thereunder will not conflict with or result in (i) a breach of the organizational documents of Maker, (ii) a breach of any applicable law, rule or regulation, (iii) a breach of any order, writ, injunction or decree of any governmental authority, except where such breach would not be reasonably likely to have a material adverse effect on the ability of Maker to perform its obligations hereunder, (iv) a “Default” or “Event of Default” under, or a breach by the “Issuer” or “Guarantor” under, the Indenture (each capitalized term used in this clause (iv), other than “Indenture,” having the meaning assigned thereto in the Indenture) or any agreement or instrument executed in connection therewith, (v) a “Default” or “Event of Default” under, or a breach by any “Loan Party” under, the Jefferies Credit Agreement (each capitalized term used in this clause (v), other than “Jefferies Credit Agreement,” having the meaning assigned thereto in the Jeffries Credit Agreement) or any agreement or instrument executed in connection therewith, (vi) a “Default” or “Event of Default” under, or a breach by a “Loan Party” under the KKR Credit Agreement (each capitalized term used in this clause (vi), other than “KKR Credit Agreement,” having the meaning assigned thereto in the KKR Credit Agreement) or any agreement or instrument executed in connection therewith, (vii) a “Default” or “Event of Default” under, or a breach by a “Loan Party” under, any of the Warehouse Facilities (each capitalized term used in this clause (vii), other than “Warehouse Facilities,” having the meaning assigned thereto in the applicable Warehouse Facilities) or any agreement or instrument executed in connection therewith, (viii) a breach of any other agreement or instrument to which Maker is a party or by which Maker of any of its property is bound or to which Maker is subject, except where such breach would not be reasonably likely to have a material adverse effect on the ability of Maker to perform its obligations hereunder, or (ix) the creation or imposition of any lien (except for liens created pursuant to the Collateral Documents) upon any property of Maker.

(c)           Authorization . Maker has all necessary limited liability company power, authority and legal right to execute, deliver and perform its obligations under this Note and the Collateral Documents to which Maker is a party; the execution, delivery and performance by Maker of this Note and the Collateral Documents to which Maker is a party have been duly authorized by all necessary corporate or other action on its part; and this Note and the Collateral Documents to which Maker is a party have been duly and validly executed and delivered by Maker.

(d)           Approvals . No authorizations, approvals or consents of, and no filings or registrations with, any government authority or any securities exchange are necessary for the execution, delivery or performance by Maker of this Note or the Collateral Documents to which Maker is a party or for the legality, validity or enforceability hereof or thereof, except for filings and recordings in respect of the liens created pursuant to the Collateral Documents.

(e)           Enforceability . This Note and the Collateral Documents to which Maker is a party are legal, valid and binding obligations of Maker and are enforceable against Maker in accordance with their terms except as such enforceability may be limited by (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity.

(f)            Indebtedness . Maker does not have any Indebtedness other than the Indebtedness evidenced by the Closing Statements.

(g)           Material Adverse Effect . Since the date of the Closing Statements, there has been no development or event nor, to Maker’s knowledge, any prospective development or event, which has had or is reasonably likely to have a material adverse effect on the ability of Maker to perform its obligations under this Note and the Collateral Documents to which it is a party.

(h)           Litigation . There are no actions, suits, arbitrations, investigations (including, without limitation, any of the foregoing which, to the knowledge of Maker, are pending or threatened) or other legal proceedings affecting Maker or affecting any of its property before any governmental authority which would reasonably be expected to have a material adverse effect on the ability of Maker to perform its obligations under this Note and the Collateral Documents to which it is a party.

(i)            Investment Company Act . Maker is not required to be registered as an “investment company”, or a company “controlled” by an investment company, within the meaning of the Investment Company Act of 1940.

(j)            Anti-Money Laundering Laws . Maker has complied with all applicable anti-money laundering laws and regulations, including without limitation the USA PATRIOT Act of 2001 (collectively, the “Anti-Money Laundering Laws”).

(k)           No Prohibited Persons . Neither Maker nor, to Maker’s knowledge, any of its officers, directors or members is a Person (or fifty percent (50%) or greater owned by a Person): (i) whose name appears on the United States Treasury Department’s Office of Foreign Assets Control’s (“OFAC”) most current list of “Specifically Designated National and Blocked Persons” (which list may be published from time to time in various mediums including, but not limited to, the OFAC website, or (ii) is otherwise the target of sanctions administered by OFAC.

(l)            Consents . Maker has obtained the consent of all Persons whose consent is required for the execution, delivery and performance of this Note other than such consents the lack of which would not reasonably be expected to have a material adverse effect on the ability of Maker to perform its obligations under this Note and the Collateral Documents to which it is a party.

(m)           Unrestricted Subsidiary . As of the date hereof, Maker and each of its Subsidiaries is an Unrestricted Subsidiary under the Indenture and the Jefferies Credit Agreement, and neither Maker nor any of its Subsidiaries is a Guarantor within the meaning of such agreements. Maker will at all times during the term of this Note be an Unrestricted Subsidiary under the Indenture and the Jefferies Credit Agreement (to the extent those agreements remain in effect).

(n)           Financial Covenants . The officer’s certificate of Maker delivered to Payee on the Closing Date demonstrates in reasonable detail Maker’s compliance with each of the Financial Covenants at the end of, or in respect of (as applicable), the Test Period ended September 30, 2017 on a pro forma basis after giving effect to the transactions contemplated by the Master Transaction Agreement and this Note.

(o)           Licenses; Certain Contractual Rights . Maker and each of its Subsidiaries have in full force and effect all licenses, permits and contractual rights necessary to conduct its business as presently conducted including, without limitation, its rights as a Federal National Mortgage Association Delegated Underwriter and Servicer, its right to originate and sell loans to Federal Home Loan Mortgage Corporation, and its right to originate loans for and obtain insurance from the United States Department of Housing and Urban Development and the Federal Housing Administration and the right to originate and sell GNMA securities (collectively, the “GSE Rights”).

8.            Maker Covenants . Maker hereby covenants as follows:

(a)           Net Worth Covenant . Maker shall maintain a Tangible Net Worth of not less than three and one-half (3.5) times (the “Base Net Worth Requirement”) the sum of (x) the principal amount of this Note as of the date hereof, (y) the principal amount of any Specified Notes as of the date of its issuance and (z) the outstanding principal amount of the Guilford Trust Debt assumed by Maker as of the date hereof (such sum, the “Covered Debt Amount”). Notwithstanding the foregoing, it shall not be a violation of the Net Worth Covenant if Maker’s Tangible Net Worth declines below the Base Net Worth Requirement to the extent such decline is due to a net decrease in the Fair Value of Maker’s consolidated assets and liabilities as reported in Maker’s Financial Statements; provided, however, that Maker’s Tangible Net Worth shall not at any time be less than two and one-half times (2.5) times the Covered Debt Amount (the “Minimum Net Worth Requirement” and, together with the Base Net Worth Requirement, the “Net Worth Covenant”). Compliance with the Net Worth Covenant shall be tested as of the last day of the applicable Reporting Period for which the financial statements have been or are required to be provided under clause (i) or (ii) of Section 8(g) (each such period, a “Test Period).

(b)           Leverage Ratio . Beginning with the first full fiscal quarter of Maker ending after the date hereof, Maker shall not permit the Consolidated Leverage Ratio (as defined in Annex I hereto) as of the last day of any Reporting Period to exceed fifty percent (50%).

(c)           Debt Service Coverage Ratio . Beginning with the first full fiscal quarter of Maker ending after the date hereof, Maker shall not permit the Debt Service Coverage Ratio (as defined in Annex I hereto and calculated in the same manner as illustrated by Annex II hereto) in respect of any Reporting Period to be less than 1.5 to 1.0.

(d)           Interest Coverage Ratio . Beginning with the first full fiscal quarter of Maker ending after the date hereof, Maker shall not permit the Interest Coverage Ratio (as defined in Annex I hereto and calculated in the same manner as illustrated by Annex III hereto) in respect of any Reporting Period to be less than 1.5 to 1.0.

(e)           Operating Agreement . Maker shall not amend its Certificate of Formation or its Operating Agreement, without the prior written consent of Payee, in a manner that would reasonably be expected to adversely affect in any material respect the rights or interests of the Payee.

(f)            Books and Records . Maker shall maintain proper books and records and accounts in conformity in all material respects with GAAP.

(g)           Reporting . Maker shall furnish the following reports and certifications to Payee:

(i)          Within forty-five (45) days after the last day of each of the first three fiscal quarters of each fiscal year of Maker, Maker shall deliver to Payee unaudited Financial Statements of Maker for such period, accompanied by an officer’s certificate certifying that Maker’s Financial Statements present fairly in all material respects the financial condition of Maker as of their respective dates and the results of operations of Maker for the respective periods then ended, subject to normal year-end adjustments and the absence of footnotes.

(ii)         Within ninety (90) days after the last day of Maker’s fiscal year, commencing with the 2017 fiscal year, Maker shall deliver to Payee Financial Statements of Maker for such fiscal year, audited by a nationally recognized independent accounting firm.

(iii)        (x) No later than thirty (30) days following the end of each of the first three fiscal quarters of a fiscal year of Maker, Maker shall deliver to Payee a draft consolidated balance sheet of Maker and its Subsidiaries as at the end of such fiscal quarter and the related draft consolidated income statement for such fiscal quarter, together with reasonable supporting details as may be reasonably requested by Payee for the purpose of assessing the Maker’s compliance with each of the Financial Covenants as of the reporting date of such draft consolidated balance sheet; (y) no later than sixty (60) days following the end of each fiscal year of Maker, Maker shall deliver to Payee a draft consolidated balance sheet of Maker and its Subsidiaries as at the end of such fiscal year and the related draft consolidated income statement for such fiscal year, together with reasonable supporting details as may be reasonably requested by Payee for the purpose of assessing the Maker’s compliance with each of the Financial Covenants as of the reporting date of such draft consolidated balance sheet; and (z) concurrently with the delivery of financial statements pursuant to the foregoing clause (x) or (y), Maker shall deliver a certificate executed by a responsible officer of Maker, certifying as to whether an Event of Default, to the knowledge of such officer, has occurred under any of the Note Documents and, if an Event of Default has occurred, describing the details thereof.

(iv)        Concurrently with the delivery of the Financial Statements required by clauses (i) and (ii) of this Section 8(g) for any Reporting Period, Maker shall deliver to Payee an officer’s certificate (X) demonstrating that Maker is in compliance with each of the Financial Covenants at the end of, or in respect of (as applicable), the Test Period related to such Reporting Period (or, if not in compliance, provide supporting information that details changes (if any) in the Fair Value of Maker’s assets and liabilities recognized during the Reporting Period), (Y) certifying that such information has been prepared in accordance with the reporting standards established herein, and (Z) certifying the accuracy in all material respects of the information presented.

(v)         If the Financial Statements or the officer’s certificate delivered under this Section 8(g) show non-compliance with the Base Net Worth Requirement as of the end of any applicable Reporting Period and Maker claims that such non-compliance is due to a net decrease in Fair Value as provided for in Section 8(a), Maker shall submit an adjusted GAAP balance sheet showing Maker’s Tangible Net Worth assuming (A) no changes in the net Fair Value of those assets and liabilities of Maker which were shown on the Closing Statements and remain on Maker’s balance sheet, and (B) as to the assets and liabilities acquired since the date of the Closing Statements, no change in the net Fair Value of such assets and liabilities since the date of their acquisition based on their initial Fair Value being equal to their acquisition price.

(h)           Foreign Person . Maker is not a “foreign person” within the meaning of the Internal Revenue Code of 1986 and the regulations thereunder (the “Code”).

(i)            ERISA . Until this Note is paid in full: (i) Maker is not and will not be an “employee benefit plan” as defined in Section 3(3) of ERISA, which is subject to Title I of ERISA or a “plan” as defined in and subject to Section 4975 of the Code, and the assets of Maker do not and will not constitute “plan assets” within the meaning of 29 CFR, Section 2510.3-101, as modified by Section 3(42) of ERISA (“Plan Assets”); (ii) assuming that the Payee is not, and is not using assets of, a “governmental plan” (as defined in Section 3(32) of ERISA) in connection with any such transaction, transactions by or with Maker and the Payee are not and will not be subject to state statutes applicable to Maker regulating investments of and fiduciary obligations with respect to “governmental plans” that would be violated by the transactions contemplated by this Note; and (iii) except as would not reasonably be expected to have a material adverse effect on the ability of Maker to perform its obligations hereunder, (x) Maker has and will continue to satisfy the minimum funding standards of Section 302 of ERISA and Section 412 of the Code with respect to each employee pension benefit plan, as defined in Section 3(2) of ERISA, which is subject to Title IV of ERISA or Section 412 of the Code, which is maintained by Maker, if any (a “Pension Plan”); (y) Maker has and will continue to administer each such Pension Plan, if any, in material compliance with its terms and the applicable provisions of ERISA and any other federal or state law; and (z) Maker has not and will not permit any liability under Sections 4201, 4243, 4062 or 4069 of Title IV of ERISA or taxes or penalties relating to any Pension Plan or “multiemployer plan” (as defined in Section 3(37) of ERISA), to which it is obligated to contribute, to become delinquent or assessed, respectively.

(j)            Other Debt; Liens . Maker shall not incur Indebtedness for borrowed money other than the obligations under this Note, the Specified Notes and the Guilford Trust Debt. Maker shall not pledge or otherwise encumber as security for any Indebtedness more than fifty percent (50%) of its assets, as measured by Fair Value (i.e., at least fifty percent (50%) of Maker’s assets, as measured by Fair Value, shall be unencumbered at all times).

(k)           Change of Control . The Persons set forth on Schedule 11 of the Management Agreement shall, at all times, directly or indirectly, own not less than fifty-one percent (51%) of the Equity Interests of Maker or its ultimate parent entity.

(l)            Notices .

(i)          Maker shall deliver, promptly upon receipt, copies of any notices of default or events of default under the KKR Credit Agreement, the Warehouse Facilities or any Specified Notes.

(ii)         Maker shall promptly notify Payee if Maker or any of its Subsidiaries loses any GSE Rights.

(m)          Legal and Regulatory Compliance . Maker shall comply in all material respects with, and shall cause each of its Subsidiaries to comply with, all applicable Requirements of Law, except as would not reasonably be expected to have a material adverse effect on the ability of Maker to perform its obligations hereunder.

(n)           Investment Company Act . Maker shall not become an entity required to be registered as an “investment company” within the meaning of the Investment Company Act of 1940.

9.            Events of Default . Each of the following shall be an “Event of Default” hereunder:

(a)           Payment Default . Maker shall fail to pay when due any amount required to be paid under this Note and such failure, in the case of any payment of interest or other amounts, continues for five (5) Business Days.

(b)           Covenant Default . Subject to Section 11, Maker shall be in breach of any of its covenants or agreements under Section 8 or Section 11(a) of this Note; provided, however, that in the case of a breach of clause (e), (f), (g), (i), (l) or (m) of Section 8, such breach shall not be an Event of Default unless such breach shall continue unremedied for a period of thirty (30) calendar days after the earlier of (i) the date on which Maker knows of such breach and (ii) the date Payee gives Maker written notice of such breach.

(c)           Representation Default . Any representation or warranty made by Maker in this Note shall not be true in all material respects (or if such representation or warranty is qualified by “Material Adverse Effect” or other materiality qualification, in all respects) as of the date made;

(d)           Collateral Document Default . The occurrence of an “Event of Default” under and as defined in the Pledge and Security Agreement or any other Collateral Document.

(e)           Insolvency Default . Maker or any Material Subsidiary admits in writing its inability to pay its debts or voluntarily brings, acquiesces in, or becomes subject to, any of the following: (A) any action for dissolution, act of dissolution or dissolution or the like of Maker or such Material Subsidiary under the United States Bankruptcy Code as now or hereafter constituted; (B) the filing of a petition or answer proposing the adjudication of Maker or any such Material Subsidiary as a bankrupt or its reorganization or arrangement, or any composition, readjustment, liquidation, dissolution or similar relief with respect to it pursuant to any present or future federal or state bankruptcy or similar law; (C) the appointment by order of a court of competent jurisdiction of a receiver, trustee or liquidator of the Premises or any part thereof or of Maker or any such Material Subsidiary; or (D) a transfer in fraud of creditors or an assignment for the benefit of creditors.

(f)           Restricted Payments . Making a Restricted Payment at any time that such Restricted Payment is prohibited under this Note.

(g)           Enforceability . Maker shall contest, challenge or repudiate the validity, effectiveness or enforceability of this Note or any of the Collateral Documents to which it is a party or shall seek to disaffirm, terminate, limit or reduce its obligations under this Note or any of the Collateral Documents to which it is a party.

(h)           Cross-Acceleration . There shall have occurred under any of Maker’s or its Subsidiaries’ Material Indebtedness an event which has resulted in any holder thereof (or agent or trustee therefor) accelerating or otherwise causing such Material Indebtedness to become due and payable prior to the scheduled maturity thereof, and Maker (or relevant Subsidiary) fails to satisfy its obligations under such Material Indebtedness on the due date thereof.

10.           Remedies . Immediately upon the occurrence of and during the continuation of an Event of Default:

(a)           Acceleration . Upon the occurrence of an Event of Default under Section 9(e) above, the entire outstanding principal balance of this Note, together with unpaid interest accrued thereon, shall be automatically due and payable in full without further action by the Payee. If an Event of Default (other than an Event of Default under Section 9(e) above) shall occur and be continuing, then Payee shall have the right, by notice to Maker, to declare all outstanding principal amount under this Note due and payable in full immediately, and thereupon such outstanding principal amount, together with accrued interest thereon and other obligations of Maker accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by Maker.

(b)           Default Interest . This Note shall bear interest at the Contract Rate plus four percent (4%) per annum (the “Default Rate”) upon the occurrence and during the continuation of an Event of Default.

(c)           Restricted Payments . Maker and its Subsidiaries shall not make any further Restricted Payments.

(d)           All Other Remedies . Payee shall have all other rights available at law or in equity.

11.          Financial Covenant Violation . Notwithstanding anything in Sections 8 or 9 to the contrary, a violation of the Financial Covenants will not be an Event of Default and the following shall be Payee’s exclusive remedies with respect to a violation of any of the Financial Covenants:

(a)          In the event that Maker (A) fails to meet the Base Net Worth Requirement on any given quarterly test date for reasons other than the net decline in the Fair Value of its consolidated assets and consolidated liabilities, or fails for any reason to meet the Minimum Net Worth Requirement, or (B) fails to meet any other Financial Covenant on any given quarterly test date, then Maker shall meet such Financial Covenant as of the next succeeding quarterly test date (i.e., at the end of the succeeding Reporting Period). In the event that Maker does not meet such Financial Covenant as of such next succeeding quarterly test date, then, unless and until Maker again meets such Financial Covenant, (A) the interest rate on this Note shall increase to the Default Rate as of such quarterly test date, and (B) Maker and its Subsidiaries shall not make any Restricted Payments on or after such quarterly test date, except for tax distributions permitted under Section 7 of Maker’s Operating Agreement.

(b)          Notwithstanding anything in Section 11(a) or elsewhere in this Note to the contrary, the making of a Restricted Payment in violation of Section 11(a) shall be an Event of Default; provided, however, that any such Event of Default and any other Event of Default that may arise solely in connection therewith shall be deemed cured with the payment made by Parent, to Payee in respect of Parent’s related Restoration Obligation under the Parent Undertaking Guaranty.

12.          Payee’s Costs . Maker shall pay Payee immediately upon demand all reasonable and documented out-of-pocket costs and expenses, including reasonable and documented attorney’s fees incurred by Payee in protecting or asserting any of Payee’s rights under this Note, including without limitation documented fees and expenses incurred in seeking legal advice in connection with any matter related to the administration or enforcement of this Note and the Collateral Documents, or in connection with any default or potential default, regardless of whether suit is filed (collectively, “Payee Costs”).

13.          Waiver of Protest . Maker, and all parties to this Note, whether maker, endorser, or guarantor, waive presentment, notice of dishonor and protest.

14.          Commercial Loan . Maker warrants that this Note is the result of a commercial loan transaction.

15.          Choice of Law . This Note shall be governed, construed and enforced in accordance with the laws of the State of New York without regard to conflict of law principles that would result in the application of the law of another jurisdiction.

16.          Invalidity of Any Part . If any provision or part of any provision of this Note, or the application thereof to any facts or circumstances, shall for any reason be held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions or the remaining part of any effective provisions of this Note, or the application of any provisions hereof to other facts or circumstances, and this Note shall be construed as if such invalid, illegal, or unenforceable provision or part thereof had never been contained herein, but only to the extent of its invalidity, illegality, or unenforceability.

17.          Collateral . This Note is secured by the Collateral described in the Pledge and Security Agreement of even date herewith by and between Pledgor (as defined therein) and Payee (the “Pledge and Security Agreement”) and any ancillary documents or instruments executed, filed or delivered in connection herewith or therewith (collectively with the Pledge and Security Agreement, the “Collateral Documents”). Maker hereby consents to the terms of the Pledge Agreement and agrees to, to the extent permitted by all applicable Requirements of Law, take any actions and execute such documents as reasonably requested by the Payee to protect and enforce its first priority security interest in the Collateral and its rights and remedies under the Pledge Agreement.

18.          Consent to Jurisdiction . This note shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would require the application of the laws of another jurisdiction.

Any legal suit, action or proceeding arising out of or based upon this Note, any Collateral Documents or the transactions contemplated hereby or thereby may be instituted in the Federal Courts of the United States of America or the courts of the State of New York in each case located in the County of New York, in the city of New York, New York and both Payee and Maker irrevocably submit to the exclusive jurisdictions of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to Payee’s or Maker’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. Payee and Maker irrevocably and unconditionally waive any objection the laying of venue of any suit, action or any proceeding in such court and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

19.          Waiver of Jury Trial . Maker and, by its acceptance of this Note, Payee, each acknowledges and agrees that any controversy which may arise under this Note or any Collateral Documents is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Note, any Collateral Documents and the transactions contemplated hereby or thereby. Maker and, by its acceptance of this Note, Payee, each certifies and acknowledges that (a) no representative of any other party has represented, expressly or otherwise, that such other party would not seek to enforce the foregoing waiver in the event of a legal action, (b) such party has considered the implications of this waiver, (c) such party makes this waiver voluntarily, and (d) such party has been induced to enter into this Note by, among other things, the mutual waivers and certifications in this Section 19.

20.          Notice . All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 20.)

21.          Construction . No provision of this Note shall be construed for or against any party on the grounds that one party or the other was the drafter thereof, it being agreed that this Note was fully negotiated by the parties and their counsel. For purposes of this Note: (a) the words “include”, “includes” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein”, “hereof”, “hereby”, “hereto” and “hereunder” refer to this Note as a whole. Unless the context otherwise requires, references herein to Sections mean the Sections of this Note. The headings in this Note are for reference only and shall not affect the interpretation of this Note.

22.          Tax Forms . The Payee shall, prior to the first Interest Payment Date, deliver to Maker a validly-completed IRS form W-9 or applicable IRS form W-8 of Payee and any reasonably requested supporting documentation. Thereafter, upon transfer by Payee of any portion of its interest in this Note pursuant to Section 7.9 of the Pledge and Security Agreement, Maker’s reasonable request or any IRS form or certification previously delivered by Payee or its successors or assigns expiring or becoming obsolete or inaccurate in any respect, Payee, or the relevant successor or assign, as the case may be, shall update such IRS form or certification. If Payee fails to deliver any properly completed IRS form or certification indicating that no tax withholding is required with respect to any payments hereunder or under the Pledge and Security Agreement, Maker shall be permitted to so withhold in accordance with applicable legal requirements.

23.          Waiver . This Note may only be amended, modified or supplemented only by an agreement in writing signed by both Maker and Payee. No waiver by Payee of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by Payee. No waiver by Payee shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

24.          Reduction of Principal . The outstanding principal amount of this Note shall be reduced, on a dollar for dollar basis, by the amount of any Restoration Payment received by Payee.

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Annex I           Certain Definitions

“Base Net Worth Requirement” has the meaning given in Section 8(a)(i).

“Consolidated EBITDA” means for any Reporting Period, (a) the Consolidated Net Income of the Group Members, plus (b) without duplication, to the extent deducted in determining net income, the sum of the following amounts for Maker and such Subsidiaries that were recognized in Maker’s Financial Statements:

(i)          income taxes incurred during such period,

(ii)         Interest during such period,

(iii)        depreciation and amortization expense for such period,

(iv)        any amortization of the MSR Value recognized during such period,

(v)         charges taken during such period relating to a write-down, write-off or reserve with respect to MSRs,

(vi)        all other non-cash charges or losses incurred during such period (except to the extent that such non-cash charges are reserved for cash charges to be taken in the future),

(vii)       fees and expenses incurred in connection with any financing transactions consummated by Maker and its Subsidiaries during the 12-month period ending on the date of the Note, and fees and expenses incurred during the applicable Reporting Period in connection with the issuance of any additional Indebtedness or Equity Interests permitted to be issued hereunder,

(viii)      fees and expenses incurred in connection with the Note Documents or any documents in respect of any Specified Notes, the Guilford Trust Debt, the KKR Credit Agreement or any Warehouse Facilities during such period,

(ix)         losses incurred during such period in connection with discontinued operations,

(x)          unrealized losses or provisions in respect of Hedging Agreements, derivatives contracts, loans, financial instruments and real estate investments,

(xi)         provisions for at-risk sharing obligations or any comparable loss sharing arrangements,

(xii)        unusual or non-recurring losses and charges,

(xiii)       proceeds actually received by the Group Members during such period from any business interruption insurance (to the extent such proceeds are not reflected as revenue or income in such statement of such Consolidated Net Income),

(xiv)      charges or write-offs to the extent indemnified or insured by a third party, including expenses covered by indemnification provisions in any agreement in connection with the Master Transaction Agreement or any other acquisition by Maker or any of its Subsidiaries to the extent actually reimbursed (and to the extent such reimbursement proceeds are not included in arriving at Consolidated Net Income),

minus (c), without duplication and to the extent included in determining Consolidated Net Income, the sum of

(i)          the fair value of expected net future cash flows from servicing rights recognized at commitment,

(ii)         gains during such period in connection with discontinued operations,

(iii)        unrealized gains in respect of Hedging Agreements, derivatives contracts and loans,

(iv)        any cash loan loss expenses not otherwise deducted or excluded from the determination of Consolidated Net Income, and

(v)         realized risk sharing losses.

“Consolidated Leverage Ratio” means, as of the last day of any Reporting Period, the ratio of (a) Consolidated Total Debt as of such last day to (b) Consolidated Net Assets as of such last day.

“Consolidated Net Assets” shall mean, as of the end of a Reporting Period, the consolidated total assets as reflected on the consolidated balance sheet of Maker in accordance with GAAP applied consistently with past practice, less (ii) any amount drawn by Maker or any of its Subsidiaries under any Warehouse Facilities.

“Consolidated Net Income” means for any Reporting Period, the net income (loss) of the Group Members as reported in Maker’s Financial Statements, determined on a consolidated basis in accordance with GAAP; provided that, in calculating Consolidated Net Income of the Group Members for any Reporting Period, there shall be excluded, without duplication the following amounts that were recognized in Maker’s Financial Statements, (a) the income (or loss) for such period of any Person (other than a Subsidiary of Maker) in which any Group Member has an ownership interest, except to the extent that any such income is actually received by a Group Member in the form of dividends or similar distributions (which dividends and distributions shall be included in the calculation of Consolidated Net Income of the Group Members), (b) any extraordinary gains and losses and non-recurring gains or losses which were not incurred in the ordinary course of business, (c) any tax refunds, net operating losses or other net tax benefits, (d) the cumulative effect of a change in accounting principles during such period and (e) effects of purchase accounting adjustments (including the effects of such adjustments pushed down to such Person and its subsidiaries) required or permitted by GAAP, resulting from the application of purchase accounting or the amortization or write-off of any amounts thereof, net of taxes.

“Consolidated Total Debt” means, as of any date of determination, all outstanding long-term Indebtedness of the types described in clauses (a), (d) (solely to the extent such letters of credit or similar instruments are drawn and not unreimbursed) and (e) of the definition of “Indebtedness” set forth in Section 1 of this Note and, without duplication, all guarantee obligations with respect to any such Indebtedness to the extent such Indebtedness is reflected on the balance sheet of Maker and its Subsidiaries as a liability in accordance with GAAP applied consistently with past practice, in each case, of the Group Members on a consolidated basis. For the avoidance of doubt, Consolidated Total Debt shall not include any amount drawn, issued or borrowed by Maker or any of its Subsidiaries under any Warehouse Facilities.

“Debt Service” means, with respect to any Reporting Period, the aggregate amount of payments required to be made by Maker and its Subsidiaries during such period in respect of the Consolidated Total Debt in such period, consisting of the Quarterly Amortization Amount and the Interest to the extent required to be made during such Reporting Period, increased or decreased, as applicable, by any amounts paid or received in respect of Hedging Agreements in respect of the interest rate payable in respect of any such Consolidated Total Debt.

“Debt Service Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBITDA to (b) Debt Service, in each case in respect of the Reporting Period applicable to such date; provided, that for purposes of calculating the Debt Service Coverage Ratio, 99% of the deduction set forth in clause (c)(i) of the definition of Consolidated EBITDA shall be disregarded.

“Group Members” means collectively, Maker and its consolidating Subsidiaries.

“Interest” means, with respect to any Reporting Period, the aggregate amount of interest expense of Maker and its Subsidiaries for such period, whether paid or accrued, including without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with capital lease obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made, received or accrued in connection with Hedging Agreements with respect to Consolidated Total Debt in respect of the interest rate payable in such period, and in any event excluding any impact from the Warehouse Facilities (including securitization).

“Interest Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBITDA to (b) Interest.

“KKR Credit Agreement” means that certain Loan and Guaranty Agreement, dated as of February 14, 2017, by and among HCH Holdings, LLC, as borrower, the guarantors party thereto from time to time, the lenders party thereto from time to time, and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent, as may be amended, restated, amended and restated, supplemented, extended or otherwise modified from time to time.

“Minimum Net Worth Requirement” has the meaning given in Section 8(a)(i).

“MSR Value” means, on any date, with respect to MSRs owned by Maker or any wholly-owned Subsidiary of Maker, the aggregate value thereof as reflected in the relevant balance sheets and determined in accordance with GAAP.

“MSRs” means mortgage servicing rights of Maker and its Subsidiaries.

“Net Worth Covenant” has the meaning given in Section 8(g).

“Note Quarterly Amortization Amount” means Two Million Eight Hundred Fifty Thousand Dollars ($2,850,000) being five percent (5%) of the original principal amount of the Note.

“Quarterly Amortization Amount” means, with respect to any Reporting Period, the aggregate of the following quarterly amortization payments for such period: the Note Quarterly Amortization Amount, the Specified Note Quarterly Amortization Amount, the quarterly principal amortization payment actually required to be made pursuant to the KKR Credit Agreement, and any quarterly principal amortization payment actually required to be made pursuant to the documentation in respect of any other Consolidated Total Debt.

“Specified Note Quarterly Amortization Amount” means the quarterly amortization payments on the Specified Notes, each such payment being equal to five percent (5%) of the original principal amount of the Specified Notes.

“Tangible Net Worth” shall mean, as to any Person, as of the end of a Reporting Period, the difference between the carrying value of (i) the consolidated total assets of such Person minus the consolidated intangible assets of such Person (for clarity, MSRs shall not be deemed intangible assets) and (ii) the consolidated total liabilities of such Person, all as reported in such Person’s consolidated balance sheets, in each case prepared in accordance with GAAP on a consolidated basis with such Person’s Subsidiaries, disregarding the effect of any minority interests.

“Warehouse Facilities” means any warehouse lines of credit, repurchase facilities and Federal Home Loan Bank financings, and any nonrecourse financings, in each case, established consistent with past business practices and used by Maker or any of its Subsidiaries in the ordinary course of business to acquire or hold assets, and any replacement lines of credit established in connection therewith. For the avoidance of doubt, any liabilities related to securitizations shall be deemed to be Warehouse Facilities.

Exhibit 10.3

Execution Version

PLEDGE AND SECURITY AGREEMENT

THIS PLEDGE AND SECURITY AGREEMENT (this “ Agreement ”) is made this 8 ^th day of January, 2018, by and between HUNT FS HOLDINGS, LLC , a Delaware limited liability company (the “ Pledgor ”), and MMA CAPITAL MANAGEMENT, LLC , a Delaware limited liability company (the “ Lender ”).

RECITALS

Lender and Hunt FS Holdings II, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Pledgor (the “ Company ”), have entered into a Purchase Agreement dated the date hereof (as the same may be amended from time to time called the “ Purchase Agreement ”).

Pursuant to the Purchase Agreement, the Company has delivered to Lender in payment of the Purchase Price (as defined in the Purchase Agreement) its Promissory Note in the original principal amount of Fifty-Seven Million Dollars ($57,000,000) (the “ Note ”).

The Pledgor is the sole member of the Company, and will receive substantial financial benefits from the transactions described in the Purchase Agreement including the payment of the Purchase Price by delivery of the Note.

In order to induce the Lender to accept the Note in payment of the Purchase Price, the Pledgor has agreed to pledge and grant to the Lender a continuing security interest in and to the Collateral (as hereafter defined) to secure the payment of the Secured Obligations (as hereinafter defined) and the performance by the Company of its obligations under the Note.

AGREEMENTS

NOW, THEREFORE , in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Pledgor and the Lender agree as follows:

ARTICLE I

DEFINITIONS AND RULES OF CONSTRUCTION

SECTION 1.1.           Definitions . Unless otherwise defined herein, all capitalized terms used in this Agreement shall have the meanings provided in the Note. In addition, the following capitalized terms, when used in this Agreement, shall have the following meanings unless otherwise indicated:

“ CMA ” means a Continuing Membership Application that must be filed by a member firm pursuant to FINRA Rule 1017 with FINRA seeking approval to continue in membership after, among other events, a direct or indirect change in its equity ownership or partnership capital that results in one or more Persons directly or indirectly owning or controlling twenty-five (25) percent or more of such member's equity or partnership capital.

“ Collateral ” has the meaning set forth in Section 2.1.

“ Collateral Documents ” means this Agreement and any documents ancillary hereto.

“ Distributions ” has the meaning set forth in Section 2.1(b).

“ Equity Interests ” means (i) the membership, ownership and other equity interests in the Company both now and hereafter existing, (ii) any option, warrant or other direct or indirect right to acquire, convert into or exchange for an equity interest in the Company, and (iii) any and all rights, powers and remedies resulting from, or in connection with any of the foregoing, including, without limitation, all rights, powers and remedies of any nature under or by reason of the Operating Agreement, and all claims, causes of action and rights of suit resulting therefrom, or in connection therewith.

“ Event of Default ” has the meaning set forth in Article V.

“ FINRA ” means the Financial Industry Regulatory Authority, Inc.

“ Hunt Securities ” means Hunt Financial Securities, LLC, which is registered with the SEC as a broker-dealer under Section 15(a) of the Securities Exchange Act of 1934 (CRD# 169919), is a FINRA member, and is wholly-owned by the Company, which is wholly-owned by the Pledgor.

“ Lien ” means any mortgage, deed of trust, pledge, security interest, assignment, encumbrance, judgment, lien, claim or charge of any kind in, on, of or in respect of, any asset or property or any rights to any asset or property, including, without limitation, (a) any interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to any such asset or property and (b) any option, right of first refusal or similar right.

“ Operating Agreement ” means the Limited Liability Company Agreement of the Company dated as of July 20, 2017, as amended by the First Amendment thereto, dated on or about the date hereof, and all other amendments thereto.

“ Paid in Full ” and “ Payment in Full ” mean the payment in full of all Secured Obligations (other than in respect of contingent indemnification and expense reimbursement claims not then due and owing).

“ Permitted Encumbrances ” means Permitted Liens as described in clause (i) and (ii) of the definition thereof.

“ Permitted Liens ” means (i) Liens on the Collateral in favor of the Lender, (2) Liens securing any Specified Notes and (iii) Liens arising by operation of law.

“ Pledged Equity Interests ” has the meaning set forth in Section 2.1(a).

“ Records ” shall have the meaning ascribed to it in the UCC and shall include all agreements, books, ledgers, instruments, correspondence, memoranda or other documents comprising, covering or relating to the Collateral.

“ SEC ” means the U.S. Securities and Exchange Commission.

“ Secured Obligations ” means, collectively, the due and punctual payment and performance, when and, as due, of (a) the principal of Note and the interest (including any Default Interest) accruing under the Note and all Payee Costs (as defined in the Note), and (b) all covenants, agreements, duties, debts, obligations and liabilities of each of the Company and the Pledgor under or pursuant to the Note, this Agreement and any other Collateral Documents, including, without limitation, all indemnification obligations and all Lender’s Costs.

“ UCC ” or “ Uniform Commercial Code ” means the Uniform Commercial Code as in effect from time to time in the State of New York or, when the laws of any other state govern the method or manner of the perfection or enforcement of any security interest in any of the Collateral, the Uniform Commercial Code as in effect from time to time in such state.

SECTION 1.2.           Rules of Construction . Unless otherwise defined herein, all terms used herein which are defined by the UCC shall have the same meanings as are assigned to them by the UCC unless and to the extent varied by this Agreement. No provision of this Agreement shall be construed for or against any party on the grounds that one party or the other was the drafter hereof, it being acknowledged that this Agreement was fully negotiated by the parties and their counsel. For purposes of this Agreement: (a) the words “include”, “includes” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein”, “hereof”, “hereby”, “hereto” and “hereunder” refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to Articles, Sections, and Exhibits mean the Articles and Sections of, and Exhibits attached to, this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

ARTICLE II

THE COLLATERAL

SECTION 2.1.           The Pledge and Grant . In order to secure the prompt and complete payment and performance when due of all of the Secured Obligations, the Pledgor hereby pledges to the Lender, and hereby grants to the Lender a continuing security interest in and lien on, all of the following property of the Pledgor, both now owned and existing and hereafter created, acquired or arising (all such property being herein collectively referred to as the “ Collateral ”) and all right, title and interest of the Pledgor in and to the Collateral:

(a)          the Equity Interests owned by the Pledgor that have been issued by the Company and are outstanding as of the date hereof, and any additional Equity Interests and other equity interests in the Company obtained by the Pledgor in the future (collectively, the “ Pledged Equity Interests ”);

(b)          all monies and/or property (including, without limitation, general intangibles, (including payment intangibles), accounts, documents, instruments, investment property, commercial tort claims, and chattel paper) due or to become due to the Pledgor under or in connection with the Pledged Equity Interests including, without limitation: (i) any income, bonuses, profits or fees; (ii) any dividend or distribution of cash or property, including, without limitation, (A) any and all distributions of cash flow and profits and (B) any dividend or distribution occurring as a result of a split, revision, reclassification or other like change of the Pledged Equity Interests; (iii) any return of capital contributions; (iv) any cash or property resulting from the dissolution, termination, winding up, and/or liquidation of the Company; and (v) any other right to receive monies and/or property on account of, or in connection with, the interests of the Pledgor as a member of the Company (collectively, “ Distributions ”);

(c)          all cash and non-cash proceeds and products of the Collateral described in clauses (a) and (b) above, together with all substitutions, replacements and renewals thereof; and

(d)          all Records relating or pertaining to the Collateral described in clauses (a) through (c) above.

SECTION 2.2.           Pledge and Security Interest for Security Only . The pledge and security interest granted hereby are intended as security only and shall not subject the Lender to, or transfer or in any way affect or modify, any obligation or liability of the Pledgor with respect to any of the Collateral or any transaction in connection therewith.

SECTION 2.3.           The Equity Interests .

The Equity Interests shall not be securities governed by Article 8 of the Uniform Commercial Code. The Equity Interests shall at all times be uncertificated and the Operating Agreement shall require that all Equity Interests be uncertificated. In the event that any securities comprising part of the Collateral nonetheless become certificated, the certificates shall be promptly delivered to the Lender, accompanied by proper instruments of assignment substantially in the form attached hereto as Exhibit A , duly executed and endorsed by the Pledgor and by such other instruments or documents as the Lender may reasonably request sufficient to transfer the title thereto to the Lender or its nominee.

SECTION 2.4.           Voting Rights, Distributions; Etc.

(a)          So long as no Event of Default shall have occurred and be continuing:

(i)          the Pledgor shall have the right, from time to time, and for any purpose not inconsistent with the Note and this Agreement, to exercise all voting and ownership rights with respect to the Pledged Equity Interests and to consent to or ratify action taken at, or waive notice of, any meeting of, or action taken by, members of the Company with the same force and effect as if such Pledged Equity Interests were not pledged hereunder, provided that such action would not materially and adversely affect the rights or remedies of the Lender hereunder;

(ii)         the Pledgor shall be entitled to receive, retain, use and distribute any and all Distributions paid on the Collateral to the extent and only to the extent that such Distributions are permitted by, and otherwise paid in accordance with, the terms and conditions of the Note, the Operating Agreement and all applicable laws; and

(iii)        the Pledgor shall be entitled to exercise any subscription or conversion privileges accruing as the owner of the Pledged Equity Interests, to the extent permitted in the Operating Agreement; provided that any additional interests obtained or purchased on account of any such subscription or conversion privileges shall be subject to this Agreement and shall constitute part of the Collateral.

(b)          Upon the occurrence and during the continuance of an Event of Default, all rights of the Pledgor to receive Distributions which the Pledgor is authorized to receive pursuant to paragraph (a)(ii) of this Section 2.4 shall cease, and all such rights shall thereupon become vested in the Lender, which shall have the sole and exclusive right and authority to receive and retain such Distributions. All Distributions which are received by the Pledgor contrary to the provisions of this Section 2.4 shall be received in trust for the benefit of the Lender, shall be segregated from other property or funds of the Pledgor and shall be forthwith delivered to the Lender in the same form as so received (together with any necessary endorsement, which the Pledgor hereby agrees to execute and deliver). Any and all money and other property paid over to or received by the Lender pursuant to the provisions of this subparagraph (b) shall be retained by the Lender and shall be applied to the Secured Obligations in accordance with the provisions of Section 6.2 hereof.

(c)          Upon the occurrence and during the continuance of an Event of Default, all rights of the Pledgor to exercise the voting and other consensual rights associated with 24.50% of the Pledged Equity Interests in the Company that the Pledgor would otherwise be entitled to exercise pursuant to Section 2.4(a)(i) shall immediately cease, and all such rights shall thereupon become vested in the Lender, which shall then have the sole right to exercise such voting and other consensual rights. The remaining voting and other consensual rights retained by the Pledgor shall immediately cease for the Pledgor and become vested in the Lender upon the earlier of (1) FINRA approval of the CMA, or (2) thirty (30) calendar days from the filing of a CMA deemed substantially complete by FINRA.

(d)          Upon the occurrence and during the continuance of an Event of Default, all rights of the Pledgor to exercise the subscription and conversion rights associated with 24.50% of the Pledged Equity Interests in the Company that the Pledgor would otherwise be entitled to exercise pursuant to Section 2.4(a)(iii) shall immediately cease, and all such rights shall thereupon become vested in the Lender, which shall then have the sole right to exercise such subscription and conversion rights. The remaining subscription and conversion rights retained by the Pledgor shall immediately cease for the Pledgor and become vested in the Lender upon the earlier of (1) FINRA approval of the CMA, or (2) thirty (30) calendar days from the filing of a CMA deemed substantially complete by FINRA.

(e)          All rights of the Pledgor to exercise the management and control of the business, assets and affairs of the Company, it would otherwise be entitled to exercise under the Operating Agreement shall immediately cease upon the earlier of (1) FINRA approval of the CMA, or (2) thirty (30) calendar days from the filing of a CMA deemed substantially complete by FINRA (in each case following an Event of Default), and all such rights shall thereupon become vested in the Lender, which shall have the sole right to exercise such management and control rights.

SECTION 2.5.           Filings .

(a)          At any time upon the reasonable request of the Lender, the Pledgor shall promptly file in any relevant jurisdiction any financing statement (or amendment) thereto that contains the information required by Article 9 of the UCC of such jurisdiction for the filing of such financing statement (or amendment) relating to the Collateral, as the Lender may reasonably deem such financing statement (or amendment) necessary or desirable in obtaining the full benefits of, or as applicable in perfection and preserving the Liens of, the Lender.

(b)          The Pledgor hereby irrevocably authorizes the Lender at any time and from time to time to file in any relevant jurisdiction any financing statements and amendments thereto that contain the information required by Article 9 of the UCC of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Collateral without the signature of Pledgor where permitted by law, in each case, as the Lender reasonably determines is necessary to perfect and continue perfected, maintain the priority of or provide notice of the Lender’s security interest in the Collateral under this Agreement. Pledgor agrees to provide all necessary information related to such filings to the Lender promptly upon request by the Lender.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

The Pledgor represents and warrants to the Lender that the following statements are true, and correct:

SECTION 3.1.           General Representations . As of the date hereof,

(a)           Existence . The Pledgor: (i) is a Delaware limited liability company duly organized and validly existing under the laws of the State of Delaware; (ii) is in good standing (or its equivalent) under the laws of the State of Delaware; (iii) has all requisite limited liability company power, and has all governmental licenses, authorizations, consents and approvals necessary to own its assets and carry on its business as now being or as proposed to be conducted except where the lack of such licenses, authorizations, consents and approvals would not be reasonably likely to have a material adverse effect on the ability of Pledgor to perform its obligations hereunder; and (iv) is qualified to do business and is in good standing (or its equivalent) in all other jurisdictions in which the nature of the business conducted by it makes such qualification necessary except where failure so to qualify would not be reasonably likely (either individually or in the aggregate) to have a material adverse effect on the ability of Pledgor to perform its obligations hereunder.

(b)           No Breach . The execution and delivery of this Agreement and the Collateral Documents to which Pledgor is a party and the performance of Pledgor’s obligations hereunder and thereunder will not conflict with or result in (i) a breach of the organizational documents of Pledgor, or (ii) a breach of any applicable law, rule or regulation, or (iii) a breach of any order, writ, injunction or decree of any governmental authority, except where such breach would not be reasonably likely to have a material adverse effect on the ability of Pledgor to perform its obligations hereunder, or (iv) a breach of any other agreement or instrument to which Pledgor is a party or by which Pledgor of any of its property is bound or to which Pledgor is subject, except where such breach would not be reasonably likely to have a material adverse effect on the ability of Pledgor to perform its obligations hereunder, or (v) the creation or imposition of any lien (except for liens created pursuant to the Collateral Documents) upon any property of Pledgor.

(c)           Authorization . Pledgor has all necessary limited liability company power, authority and legal right to execute, deliver and perform its obligations under this Agreement and the Collateral Documents to which Pledgor is a party; the execution, delivery and performance by Pledgor of this Agreement and the Collateral Documents to which Pledgor is a party have been duly authorized by all necessary corporate or other action on its part; and this Agreement and the Collateral Documents to which Pledgor is a party have been duly and validly executed and delivered by Pledgor.

(d)           Approvals . No authorizations, approvals or consents of, and no filings or registrations with, any government authority or any securities exchange are necessary for the execution, delivery or performance by Pledgor of this Agreement or the Collateral Documents to which Pledgor is a party or for the legality, validity or enforceability hereof or thereof, except for filings and recordings in respect of the liens created pursuant to the Collateral Documents.

(e)           Enforceability . This Agreement and the Collateral Documents to which Pledgor is a party are legal, valid and binding obligations of Pledgor and are enforceable against Pledgor in accordance with their terms except as such enforceability may be limited by (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity.

(f)           Material Adverse Effect . Since the date of the Closing Statements, there has been no development or event nor, to Pledgor’s knowledge, any prospective development or event, which has had or is reasonably likely to have a material adverse effect on the ability of Pledgor to perform its obligations under this Agreement and the Collateral Documents to which it is a party.

(g)           Compliance with Applicable Law . The Pledgor, and to Pledgor's knowledge, the Company, and the Company's subsidiaries are in compliance in all material respects with, and are not in material default or violation of, applicable federal, state, local or foreign law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by any governmental, self-regulatory, state, municipal, local, or other authority, or any policy and/or guideline of any such authority related to the Pledgor, Company, or the Company's subsidiaries, and their respective businesses, which has had or is reasonably likely to have a material adverse effect on the value of the Company or its subsidiaries, or the ability of the Pledgor to perform its obligations under this Agreement and the Collateral Documents to which it is a party.

(h)           Litigation & Regulatory Enforcement Action . There are no actions, suits, arbitrations, investigations or enforcement actions (including, without limitation, any of the foregoing which, to the knowledge of Pledgor, are pending or threatened) or other legal, regulatory or administrative proceedings affecting Pledgor, the Company, or the Company's subsidiaries before any governmental or other authority which would reasonably be expected to have a material adverse effect on the value of the Pledgor, the Company or its subsidiaries, or the ability of the Pledgor to perform its obligations under this Agreement and the Collateral Documents to which it is a party.

(i)           Investment Company Act . Pledgor is not required to be registered as an “investment company”, or a company “controlled by an investment company,” within the meaning of the Investment Company Act of 1940.

(j)           Anti-Money Laundering Laws . Pledgor has complied with all applicable anti-money laundering laws and regulations, including without limitation the USA PATRIOT Act of 2001 (collectively, the “ Anti-Money Laundering Laws ”).

(k)           No Prohibited Persons . None of the Pledgor, the Company, or the Company's subsidiaries nor, to Pledgor's knowledge, any of their respective officers, directors or members is a Person (or fifty percent (50%) or greater owned by a Person): (i) whose name appears on the United States Treasury Department’s Office of Foreign Assets Control’s (“ OFAC ”) most current list of “Specifically Designated National and Blocked Persons” (which list may be published from time to time in various mediums including, but not limited to, the OFAC website or (ii) is otherwise the target of sanctions administered by OFAC.

(l)           Consents . Pledgor has obtained the consent of all Persons whose consent is required for the execution, delivery and performance of this Agreement other than such consents the lack of which would not reasonably be expected to have a material adverse effect on the ability of Pledgor to perform its obligations under this Agreement and the Collateral Documents to which it is a party.

SECTION 3.2.           Title, Liens and Authority . As of the date hereof, the Pledgor is the sole owner of the Collateral and has good and marketable title to all of the Collateral, and has full power and authority to pledge, and/or grant a security interest in, the Collateral to the Lender pursuant hereto and to execute, deliver and perform the obligations of the Pledgor in accordance with the terms of this Agreement without the consent or approval of any Person other than (a) the regulatory approvals specified in Section 7.18 and (b) any consent or approval which has been obtained and provided to the Lender. The Equity Interests are not securities governed by Article 8 of the Uniform Commercial Code and are not represented by certificates. The Collateral is free and clear of any Liens or adverse claims (except for, in the case of the Pledged Equity Interests, the Permitted Encumbrances, and in the case of any other items of Collateral, subject to Permitted Liens) and no Person other than Pledgor has any interest whatsoever in any of the Collateral. The security interest granted by the Pledgor to the Lender pursuant to this Agreement is a first priority (in the case of the Pledged Equity Interests, subject only to the Permitted Encumbrances, and in the case of any other items of Collateral, subject to Permitted Liens) security interest in the Collateral. As of the date hereof, the Pledgor has not executed or filed, or authorized any third party to file, any financing statement or other instrument similar in effect covering all or any part of the Collateral or listing the Pledgor as debtor in any recording office, except those that have been filed in favor of the Lender pursuant to this Agreement.

SECTION 3.3.           Names, Locations, Etc . As of the date hereof, (i) each of the Pledgor and the Company is a limited liability company duly organized and existing under the laws of the State of Delaware, (ii) the Lien on the Collateral granted to the Lender hereby does not contravene any of the provisions of the Operating Agreement, (iii) the correct legal name of the Pledgor is that specified on the signature page of this Agreement and the Pledgor has conducted business under such legal name since its formation, (iv) the organizational identification number of the Pledgor in the State of Delaware is 0880855, (v) the federal tax identification number of the Pledgor is 46-4074992, (vi) the Pledgor has not been the surviving entity in a merger within the last five (5) years, (vii) the chief executive office of the each of the Pledgor and the Company is located at 230 Park Avenue, 19 ^th Floor, New York, New York 10169, and (viii) there have been no changes to foregoing information in the past five years.

SECTION 3.4.           The Pledged Equity Interests . The Pledged Equity Interests include one hundred percent (100%) of the Equity Interests held by the Pledgor as of the date hereof and one hundred percent (100%) of the total Equity Interests issued and outstanding as of the date hereof. There are no agreements or commitments by the Company or any other Person for the issuance of: (a) any additional Equity Interests; (b) any securities or equity interests convertible voluntarily by the holder thereof or automatically upon the occurrence or nonoccurrence of any event or condition into, or exchangeable for, any Equity Interests; or (c) any warrants, options, rights of first refusal or other rights, or other commitments entitling any Person to purchase or otherwise acquire any Equity Interests. The Collateral is not subject to any voting trust agreement or other agreement relating to the ownership or voting control of the Collateral. The Pledged Equity Interests have been duly and validly authorized and issued by the Company and are fully paid.

SECTION 3.5.           Perfected Security Interest . Upon the filing of a UCC financing statement with the Secretary of State of the State of Delaware, the Lender will have a valid, enforceable and perfected first priority (in the case of the Pledged Equity Interests, subject only to the Permitted Encumbrances, and in the case of any other items of Collateral, subject to Permitted Liens) security interest in the Collateral.

ARTICLE IV

COVENANTS OF PLEDGOR

The Pledgor covenants and agrees with the Lender as follows:

SECTION 4.1.           Title, Liens and Taxes . The Pledgor shall, at the cost and expense of the Pledgor, take any and all actions necessary to defend the Pledgor’s title to the Collateral against all Persons and against any adverse claim or Lien of any nature whatsoever (in the case of the Pledged Equity Interests, subject only to the Permitted Encumbrances, and in the case of any other items of Collateral, subject to Permitted Liens) and to defend the Lien of the Lender in the Collateral and the priority (or intended priority) thereof. Except to the extent contested in good faith, the Pledgor will pay all taxes and assessments levied or placed on the Collateral prior to the earlier of (a) the date when any interest or penalty would accrue for the nonpayment thereof, and (b) the date when such taxes or assessments become a Lien subject to foreclosure (unless Pledgor has obtained a court order, posted a bond or taken any similar measure which prevents foreclosure).

SECTION 4.2.           Further Assurances . Promptly following the reasonable request of the Lender, (a) furnish such further assurances of title as may be reasonably required by the Lender, and (b) deliver and execute or cause to be delivered and executed, in form and content reasonably satisfactory to the Lender, any assignment, security agreement, or other document as the Lender may reasonably request in order to perfect, preserve, maintain, or continue the perfection of the Lender’s security interest in the Collateral and/or its priority. The Pledgor will pay to the Lender within five Business Days following notice by the Lender the reasonable and documented costs of preparing and filing any financing, continuation or termination statement as well as any recordation or transfer tax required by law to be paid in connection with the filing or recording of any such statement. The Pledgor hereby authorizes the Lender at any time and from time to time to file in any appropriate filing office any initial financing statements and amendments thereto and continuations thereof covering the Collateral and any additional collateral for the Secured Obligations. Except as otherwise permitted by applicable laws, the Pledgor shall not file any amendments, correction statements or termination statements concerning the Collateral without the prior written consent of the Lender. Promptly following request of the Lender, the Pledgor shall deliver to the Lender all evidence of its ownership of the Collateral as may be reasonably required by the Lender.

SECTION 4.3.           Notices . The Pledgor will promptly, but no later than five (5) Business Days after obtaining knowledge thereof, give written notice to the Lender of (i) any event which materially and adversely affects the value of the Collateral, (ii) any event which materially adversely affects the ability of the Pledgor or of the Lender to dispose of the Collateral, or the rights and remedies of the Lender in relation thereto, including, without limitation, the levy of any legal process against the Collateral and the adoption of any order, arrangement or procedure affecting the Collateral, whether governmental or otherwise, (iii) any actions, suits, or proceedings pending, or to the Pledgor’s knowledge, threatened in writing, against the Pledgor, the Pledgor’s property or against the Company, which may, either in any one case or in the aggregate, materially adversely affect the Collateral, (iv) any default by the Company in the payment or performance of any instrument or agreement relating to any Material Indebtedness of the Company, the effect of which is to cause such Material Indebtedness to become due and payable prior to stated or scheduled maturity, and (v) any sale or other disposition of any substantial part of the property and assets of the Company.

SECTION 4.4.           Changes of Name; Jurisdiction of Organization etc. The Pledgor shall provide a written notice to the Lender within 20 days following the change of its name, its jurisdiction of organization, its organization identification number or the location of its chief executive office. The Pledgor shall cooperate with the Lender in making all filings that are reasonably required in order for the Lender to continue at all times following such change to have a legal, valid and perfected security interest in all the Collateral.

SECTION 4.5.           Ownership . Until the Payment in Full of the Note, the Pledgor shall at all times directly own 100% of the Equity Interests of the Company free and clear of all Liens (except Liens of the Lender).

SECTION 4.6.           Records . The Pledgor will (a) at all times maintain at its chief executive office, in accordance with generally accepted accounting principles, consistently applied, accurate and complete Records in all material respects, and (b) at such reasonable times and intervals during normal business hours and upon reasonable notice, permit the Lender or any Person designated by the Lender to enter any places of business of the Pledgor or any other premises where any Records may be kept and to examine, audit, inspect, and make extracts from and photocopies of any such Records; provided that, excluding any such visits and inspections during the continuation of an Event of Default, the Lender shall not exercise the rights under this clause (c) more than one time during any calendar year absent the existence of an Event of Default.

SECTION 4.7.           Company Affairs, Etc.

(a)          The Pledgor will perform, observe and carry out in all material respects the provisions of the Operating Agreement (and its other organizational documents, if any) to be performed, observed and carried out by the Pledgor. The Pledgor will promptly furnish to the Lender such information concerning the operations, business, affairs and financial condition of the Company as the Lender may reasonably request.

(b)          The Pledgor will not, without the prior written consent of the Lender, consent to or approve of any amendments or changes to the Operating Agreement (or any of its other organizational documents, if any) in a manner that could reasonably be expected to adversely affect in any material respect the rights or interests of the Lender (including, without limitation, any amendment causing its membership interests or other equity interests, or any of them, to be a “security” as defined in and governed by Article 8 of the Uniform Commercial Code of the State of New York - Investment Securities).

(c)          The Pledgor shall not permit the Company to sell, transfer, convey, pledge or otherwise encumber all or substantially all of its assets or to enter into a merger, consolidation, reorganization or similar restructure without the prior written consent of the Lender.

SECTION 4.8.           No Restrictions on Disposition . Notwithstanding any provisions of the Operating Agreement which restrict the disposition of Equity Interests or provide for rights of first refusal or an option, the Pledgor hereby waives all such restrictions and rights and agrees that any sale, transfer, or other form of disposition by the Lender of all or any portion of the Collateral pursuant to the exercise of its remedies under this Agreement shall not be subject to any restrictions on disposition or rights of first refusal or options set forth in the Operating Agreement and, subject to any applicable regulatory approvals specified in Section 7.18, shall not require the consent of any Person and upon such disposition, the purchaser, assignee or transferee shall automatically be admitted to the Company as a substituted member.

SECTION 4.9.           Indemnification . The Pledgor agrees to indemnify the Lender, each of its Affiliates and each of its and their respective directors, officers, managers, members, employees, attorneys and agents (each, an “ Indemnified Party ”), and hold them harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable and documented counsel fees and expenses, incurred by or asserted against it arising out of, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating hereto or to the Collateral; provided , however, that such indemnity shall not be available to any Indemnified Party to the extent that such claims, damages, losses, liabilities or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from (i) the fraud, bad faith , gross negligence or willful misconduct of the Lender, (ii) a claim brought by the Pledgor or the Company against the Lender for breach in bad faith of the Lender’s obligations under the Note or any Collateral Document, or (iii) a claim solely among the Lender (including in the capacity as agent) and its assignees permitted under Section 7.9 below.  Without prejudice to the survival of any other agreement of Pledgor under this Agreement, the agreements and obligations of the contained in this Section shall survive termination of this Agreement and Payment in Full. 

SECTION 4.10.          CMA Filing . Upon an Event of Default, the Pledgor shall, and shall direct the Company and Hunt Securities to, use their reasonable best efforts to take all necessary and appropriate steps to obtain the regulatory and other authorizations required for Hunt Securities to continue operating as a broker-dealer by, among other things: (a) ensuring that Hunt Securities, within ten Business Days of an Event of Default, submits a CMA which it believes to be substantially complete to FINRA requesting “fast track” approval; (b) responding to FINRA inquiries or requests related to the CMA, including requests for additional documents or information within the time frames set forth in Rule 1017; and (c) ensuring that the Pledgor, the Company, Hunt Securities, and each of their respective owners, officers, directors, employees, contractors, or other principals or agents, do not engage in activity during pendency of the CMA application that could delay the approval of the CMA. In furtherance of and without limiting the Pledgor's covenants under this Section 4.9, the Pledgor shall: (i) as promptly as practicable, notify the Lender of any written communication from FINRA related to the CMA; (ii) permit the Lender to review in advance any proposed written communication to FINRA with respect to the CMA and incorporate the Lender's comments thereto; (iii) provide the Lender with an opportunity to attend any substantive meeting with FINRA in respect of the CMA; and (iv) furnish the Lender with copies of all written correspondence and filings between the Pledgor, the Company, or Hunt Securities and their respective representatives on the one hand, and FINRA or members of its staff on the other hand, related to the CMA.

ARTICLE V

EVENTS OF DEFAULT

Each of the following shall be an “Event of Default ” hereunder:

(a)          an Event of Default as defined in the Note;

(b)          the breach or violation in any material respect (or, with respect to any covenant qualified by materiality, in any respect) of any covenant or agreement of Pledgor under this Agreement which is not cured within thirty (30) days of the earlier of written notice from Lender or the Pledgor having knowledge of such breach or violation, except that no cure period shall be permitted for breach or violation of Sections 2.3, 4.1, 4.3, 4.5, and 4.7(b) and (c); and

(c)          any representation or warranty made by the Pledgor under Article III of this Agreement shall not be true in all material respects (or if such representation or warranty is qualified by Material Adverse Effect or other materiality qualification, in all respects) as of the date made.

ARTICLE VI

RIGHTS AND REMEDIES

SECTION 6.1.           Rights and Remedies of the Lender . Upon and after the occurrence and during the continuance of an Event of Default, the Lender may, without notice or demand other than as expressly provided for under the provisions of this Agreement, exercise in any jurisdiction in which enforcement hereof is sought, the following rights and remedies, in addition to the rights and remedies available to the Lender under the other provisions of the Note, this Agreement and any other Collateral Documents, the rights and remedies of a secured party under the UCC and all other rights and remedies available to the Lender under applicable laws, all such rights and remedies being cumulative and enforceable alternatively, successively or concurrently:

(a)          The Lender may sell the Collateral, or any part thereof, at public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Lender shall deem appropriate, and at such price or prices as may be satisfactory to the Lender, provided that the Lender shall be permitted only sell 24.50% of the Pledged Equity Interests immediately and shall be permitted to sell 100% of the Pledged Equity Interests upon the earlier of (a) FINRA approval of the CMA, or (b) thirty (30) calendar days from the filing of a substantially complete CMA. The Lender shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers of any of the Collateral to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Lender shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of the Pledgor, and the Pledgor hereby waives all rights of redemption, stay, valuation and appraisal which the Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.

The Lender shall give the Pledgor ten (10) days’ prior written notice (which the Pledgor agrees is reasonable notice within the meaning of the UCC) of the Lender’s intention to make any sale or other disposition of Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange and, in the case of a private sale or other disposition, shall state the date after which such sale or other disposition may be made. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Lender may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Lender may (in its sole and absolute discretion) determine. The Lender shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Lender may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Lender until the sale price is paid in full by the purchaser or purchasers thereof, but the Lender shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public sale made pursuant to this Section 6.1, the Lender may bid for or purchase, free from any right of redemption, stay or appraisal on the part of the Pledgor (all of such rights being also hereby waived and released by the Pledgor), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Lender from the Pledgor as a credit against the purchase price, and the Lender may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to the Pledgor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof and the Lender shall be free to carry out such sale pursuant to such agreement, and the Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Lender shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations paid in full.

The Pledgor recognizes that the Lender may be unable to effect a public sale or other disposition of the Collateral due to the lack of a ready market for the Collateral, a limited number of potential buyers of the Collateral or certain prohibitions contained in the Securities Act of 1933, as amended (the “ Securities Act ”), state securities laws, and other applicable laws, and that the Lender may be compelled to resort to one or more private sales or other dispositions thereof to a restricted group of purchasers. The Pledgor agrees that such private sales or other dispositions may be at prices and other terms less favorable to the seller than if sold at public sales or other dispositions and that such private sales or other dispositions shall not solely by reason thereof be deemed not to have been made in a commercially reasonable manner. The Lender shall be under no obligation hereunder or otherwise (except as provided by applicable law) to delay a sale or other disposition of any of the Collateral for the period of time necessary to permit the registration of such securities for public sale or other public disposition under the Securities Act and applicable state securities laws. Any such sale or other disposition of all or a portion of the Collateral may be for cash or on credit or for future delivery and may be conducted at a private sale or other disposition where the Lender or any other Person or entity may be the purchaser of all or part of the Collateral so sold or otherwise disposed of. The Lender shall incur no liability as a result of the sale or other disposition of any of the Collateral, or any part thereof, at any private sale which complies with the requirements of this Article VI. The Pledgor hereby waives, to the extent permitted by applicable law, any claims against the Lender arising by reason of the fact that the price at which any of the Collateral, or any part thereof, may have been sold or otherwise disposed of at such private sale was less than the price that might have been obtained at a public sale or other public disposition, even if the Lender accepts the first offer deemed by the Lender on good faith to be commercially reasonable under the circumstances and does not offer any of the Collateral to more than one offeree.

(b)          If the Lender determines to exercise its right to sell all or any of the Collateral pursuant to this Article VI, the Pledgor agrees that, upon request of the Lender, the Pledgor will, at its own expense: (i) provide the Lender with such information and projections as may be necessary or, in the opinion of the Lender, advisable to enable the Lender to effect the sale of such Collateral; and (ii) do or cause to be done all such other acts and things as may be necessary to make the sale of such Collateral valid and binding and in compliance with all applicable laws. Pledgor agrees that a breach of any of the covenants contained in this Article VI will cause irreparable injury to the Lender, that the Lender have no adequate remedy at law in respect of such breach and, as a consequence, agree that each and every covenant contained in this Article VI shall be specifically enforceable against the Pledgor by the Lender .

(c)          The Lender shall immediately with respect to 24.50% of the Pledged Equity Interests, have the right, but not the obligation, to exercise all voting rights of the Pledgor in the Company as set forth in Section 2.4(c). The Lender shall obtain the preceding rights with respect to 100% of the Pledged Equity Interests upon the earlier of (a) FINRA approval of the CMA, or (b) thirty (30) calendar days from the filing of a substantially complete CMA. The Lender shall be able to exercise these rights without liability of any kind to the Pledgor or account for any property actually received by the Lender. The Lender shall have no duty to exercise any of the aforesaid rights and shall not be responsible for any failure to do so or delay in so doing.

(d)          Notwithstanding anything to the contrary contained herein, the Note or any other Collateral Document, the Pledgor does not waive its right to receive any Collateral or proceeds thereof that remain after the exercise of remedies by the Lender and the Payment in Full.

SECTION 6.2.           Application . The proceeds of collection, sale or other disposition of all or any part of the Collateral coming into the Lender’s possession after the occurrence and during the continuance of an Event of Default shall be applied by the Lender in the manner set forth in Section 5 of the Note. Any proceeds remaining after the Payment in Full shall be paid to the Pledgor.

SECTION 6.3.           No Waiver, Etc. No failure or delay by the Lender to insist upon the strict performance of any term, condition, covenant or agreement of the Note, this Agreement or of the other Collateral Documents, or to exercise any right, power or remedy consequent upon a breach thereof, shall constitute a waiver of any such term, condition, covenant or agreement or of any such breach, or preclude the Lender from exercising any such right, power or remedy at any later time or times. By accepting payment after the due date of any amount payable under the Note, this Agreement or any of the other Collateral Documents, the Lender shall not be deemed to waive the right either to require prompt payment when due of all other amounts payable under the Note, this Agreement or any of the other Collateral Documents, or to declare an Event of Default for failure to effect such prompt payment of any such other amount. The payment by the Pledgor, the Company or any other Person and the acceptance by the Lender of any other amount due and payable under the provisions of the Note, this Agreement or the other Collateral Documents at any time during which an Event of Default exists shall not in any way or manner be construed as a waiver of such Event of Default by the Lender or preclude the Lender from exercising any right of power or remedy consequent upon the occurrence and during the continuance of such Event of Default. All rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies provided by law.

ARTICLE VII

MISCELLANEOUS

SECTION 7.1.           Course of Dealing; Amendment . No course of dealing between the Lender and the Pledgor shall be effective to amend, modify or change any provision of this Agreement, the Note or any other Collateral Documents. The Lender shall have the right at all times to enforce the provisions of this Agreement, the Note and each other Collateral Documents in strict accordance with the provisions hereof and thereof, notwithstanding any conduct or custom on the part of the Lender in refraining from so doing at any time or times. The failure of the Lender at any time or times to enforce its rights under such provisions, strictly in accordance with the same, shall not be construed as having created a custom in any way or manner contrary to specific provisions of the Note, this Agreement or the other Collateral Documents or as having in any way or manner modified or waived the same. This Agreement may not be amended, modified, or changed in any respect except by an agreement in writing signed by the Lender and the Pledgor.

SECTION 7.2.           Waiver of Default . The Lender may, at any time and from time to time, execute and deliver to the Pledgor a written instrument waiving, on such terms and conditions as the Lender may specify in such written instrument, any of the requirements of this Agreement or any Event of Default and its consequences, provided, that any such waiver shall be for such period and subject to such conditions as shall be specified in any such instrument. In the case of any such waiver, the Pledgor and the Lender shall be restored to their former positions prior to such Event of Default and shall have the same rights as they had hereunder. No such waiver shall extend to any subsequent or other Event of Default, or impair any right consequent thereto and shall be effective only in the specific instance and for the specific purpose for which given.

SECTION 7.3.           Security Interest Absolute . Until the termination or release pursuant to Section 7.12 (and subject to reinstatement thereunder), all rights and remedies of the Lender hereunder and under applicable laws and all agreements and obligations of the Pledgor hereunder shall be absolute and unconditional irrespective of, and shall not be released, discharged, impaired or affected by, (a) any lack of validity or enforceability of the Note, this Agreement or any of the other Collateral Documents, (b) any change in the amount of any or all of the Secured Obligations or any change in the time, manner or place of payment of any or all of the Secured Obligations or any change of any other provision or term of any or all of the Secured Obligations, (c) any amendment to, or modification or waiver of, consent to, or departure from, any of the provisions of the Note, this Agreement or the other Collateral Documents, (d) any exchange, substitution, release, addition or non-perfection of any collateral and security for any of the Secured Obligations, (e) the release of, in whole or in part, any Person, including, without limitation, the Company and the Pledgor, obligated or liable for the payment of all or any part of the Secured Obligations or any attempt, pursuit, enforcement or exhaustion of any rights or remedies the Lender may have against any such Person or against any collateral and security for any or all of the Secured Obligations, (f) the failure, omission, lack of diligence or delay by the Lender to exercise or enforce any rights and remedies it may have under the Note, this Agreement, the other Collateral Documents or applicable laws, and (g) any other event or circumstance which might otherwise constitute a legal or equitable discharge, release or defense of the Pledgor or of the Collateral (other than Payment in Full).

SECTION 7.4.           Certain Waivers . To the extent permitted by law:

(a)          Until the termination or release pursuant to Section 7.12 (and subject to reinstatement thereunder), the Pledgor hereby waives and relinquishes all rights and remedies accorded to pledgors, sureties or guarantors and agrees not to assert or take advantage of any such rights or remedies, including: (i) any right to require the Lender to proceed against the Company or any other Person or to proceed against or exhaust any security held by the Lender at any time or to pursue any other remedy in the Lender’s power before proceeding against a Pledgor; (ii) any defense that may arise by reason of the incapacity, lack of power or authority, death, dissolution, merger, termination or disability of the Pledgor, the Company or any other Person or the failure of the Lender to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of the Pledgor, the Company or any other Person; (iii) any right to enforce any remedy that the Lender may have against the Company or any other Person and any right to participate in any security held by the Lender; (iv) any right to require the Lender to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Note of any of the Collateral Documents; (v) any right to assert the bankruptcy or insolvency of the Company or any other Person as a defense hereunder or as the basis for rescission hereof and any right under any law purporting to reduce the Pledgor’s obligations hereunder if the Secured Obligations are reduced other than as a result of payment of such Secured Obligations; (vi) any defense based on the repudiation of the Note or any of the Collateral Documents by the Company or any other Person, the failure by the Lender to enforce any claim against the Pledgor, the Company or any other Person or the unenforceability in whole or in part of the Note or any of the Collateral Documents; (vii) all suretyship and guarantor’s defenses generally; (viii) any right to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshaling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, that may delay, prevent or otherwise affect the performance by the Pledgor of its obligations under, or the enforcement by the Lender of, this Agreement; (ix) any requirement on the part of the Lender to mitigate the damages resulting from any default; (x) any defense based upon an election of remedies by the Lender, including an election to proceed by non-judicial rather than judicial foreclosure, that destroys or otherwise impairs the subrogation rights of the Pledgor, the right of the Pledgor to proceed against the Company or another Person for reimbursement, or both; (xi) any defense based on any offset against any amounts that may be owed by any Person to the Pledgor for any reason whatsoever; (xii) any defense based on any act, failure to act, delay or omission whatsoever on the part of the Company or the failure by Company to do any act or thing or to observe or perform any covenant, condition or agreement to be observed or performed by it under the Note or any of the Collateral Documents, (xiii) any defense, setoff or counterclaim that may at any time be available to or asserted by the Company against the Lender or any other Person under the Note or any of the Collateral Documents; (xiv) any duty on the part of the Lender to disclose to the Pledgor any facts the Lender may now or hereafter know about the Company, regardless of whether the Lender has reason to believe that any such facts materially increase the risk beyond that which the Pledgor intends to assume, or have reason to believe that such facts are unknown to the Pledgor, or have a reasonable opportunity to communicate such facts to the Pledgor; and (xv) any defense based on any change in the time, manner or place of any payment under, or in any other term of, the Note or any of the Collateral Documents or any other amendment, renewal, extension, acceleration, compromise or waiver of or any consent or departure from the terms of the Note or any of the Collateral Documents (other than Payment in Full).

(b)          The Pledgor waives the posting of any bond otherwise required of the Lender in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Secured Obligations, to enforce any judgment or other court order entered in favor of the Lender, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Lender.

(c)          So long as this Agreement is in effect, (i) the Pledgor shall not have any right of subrogation and the Pledgor waives all rights to enforce any remedy that the Lender now has or may hereafter have against the Company, and waives the benefit of, and all rights to participate in, any security now or hereafter held by the Lender and (ii) the Pledgor waives any claim, right or remedy that the Pledgor may now have or hereafter acquire against the Company that arises hereunder and/or from the performance by the Pledgor hereunder, including any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification, or participation in any claim, right or remedy of the Lender against the Company or any security that the Lender now has or hereafter acquires. Any amount paid to the Pledgor on account of any such subrogation rights prior to the Payment in Full shall be held in trust for the benefit of the Lender and shall immediately thereafter be paid to the Lender.

SECTION 7.5.           Notices . Unless otherwise provided herein, any notice or other communication required or permitted to be given under this Agreement shall be in writing and shall be given in the manner and become effective as set forth in the Note, and, as to the Pledgor, addressed to it at the address of the Company set forth in the Note and as to the Lender, addressed to it at the address set forth in the Note, or in each case at such other address as shall be designated by such party in a written notice to the other party.

SECTION 7.6.           Performance for Pledgor; Power of Attorney .

(a)          If the Pledgor shall fail to perform any covenants contained in this Agreement or if any representation or warranty on the part of the Pledgor contained herein shall be breached, the Lender may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may make payments for such purpose; provided, however, that the Lender shall in no event be bound to inquire into the validity of any tax, Lien, imposition or other obligation which the Pledgor fails to pay or perform as and when required hereby. Any and all amounts so paid by the Lender shall be reimbursed by the Pledgor in accordance with the provisions of Section 7.7. Neither the provisions of this Section 7.7 nor any action taken by the Lender pursuant to the provisions of this Section 7.7 shall prevent any such failure to observe any covenant contained in this Agreement nor any breach of representation or warranty from constituting an Event of Default.

(b)          Subject to Section 7.18, the Pledgor hereby appoints the Lender the attorney-in-fact of the Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument which the Lender may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Lender shall have the right, upon the occurrence and during the continuance of an Event of Default which is not cured within ten (10) days of Lender’s written notice to Pledgor of its intent to exercise the rights set forth in this Section 7.6, with full power of substitution either in the Lender’s name or in the name of the Pledgor, (a) to ask for, demand, sue for, collect, receive, receipt and give acquittance for any and all moneys due or to become due and under and by virtue of any Collateral, (b) to endorse checks, drafts, orders and other instruments for the payment of money payable to the Pledgor representing any interest, dividend or other distribution payable in respect of the Collateral or any part thereof or on account thereof, (c) to give full discharge for all or any part of the Collateral, (d) to settle, compromise, prosecute or defend any action, claim or proceeding with respect to all or any part of the Collateral, (e) to sell, assign, endorse, pledge, transfer and make any agreement respecting all or any part of the Collateral, or (f) to otherwise deal with all or any part of the Collateral as though the Lender were the absolute owner thereof; provided, however, that nothing herein contained shall be construed as requiring or obligating the Lender to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Lender, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or become due in respect thereof or any property covered thereby, and no action taken by the Lender or omitted to be taken with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of the Pledgor or to any claim or action against the Lender except to the extent that such defense, counterclaim or offset is determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from (i) the bad faith, gross negligence or willful misconduct of the Lender which, for the avoidance of doubt, shall not include the entering into of the Note, this Agreement and the other Collateral Documents or any actions in connection therewith, (ii) a claim brought by the Pledgor or any Affiliate thereof against the Lender for breach of the Lender’s obligations under the Note or any Collateral Document, or (iii) a claim solely among the Lender (including in the capacity as agent) and its assignees permitted under Section 7.9 below.

SECTION 7.7.           Lender Costs . The Pledgor shall pay to the Lender within five Business Days following written demand all Lender’s reasonable and documented out-of-pocket costs and expenses, including reasonable and documented attorneys’ fees incurred by Lender in protecting or asserting any of Lender’s rights under this Agreement or any other Collateral Document (including, without limitation, documented costs incurred in seeking legal advice in connection with any matter related to the administration or enforcement of this Agreement or in connection with any default or potential default, regardless of whether suit is filed) (“ Lender Costs ”). Lender Costs shall be included in the Secured Obligations secured hereby. Without prejudice to the survival of any other agreement of Pledgor under this Agreement or any other Collateral Documents, the agreements and obligations of the contained in this Section shall survive termination of this Agreement and Payment in Full.

SECTION 7.8.           Severability . If any provision hereof is invalid and unenforceable in any jurisdiction, then, to the fullest extent permitted by law, (a) the other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in favor of the Lender in order to carry out the intentions of the parties hereto as nearly as may be possible, (b) the invalidity or unenforceability of any provision hereof in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction, and (c) the parties hereto shall endeavor in good faith negotiations to replace the invalid or unenforceable provisions with valid and enforceable provisions, the economic effect of which comes as close as possible to that of the invalid or unenforceable provisions.

SECTION 7.9.           Assignment . The Pledgor shall not have the right to assign its rights or obligations hereunder or any interest herein without the prior written consent of the Lender. The Lender may assign or transfer all or any part of the Secured Obligations with the Pledgor’s or the Company’s consent (in each case not to be unreasonably withheld). In the event of any such assignment with the requisite consent, the rights and remedies of the Lender hereunder shall extend to, and vest in, any such assignee or assignees who shall have the right to enforce the provisions of this Agreement as fully as the Lender; provided that the Lender shall continue to have the unimpaired right to enforce the provisions of this Agreement as to so much of the Secured Obligations that it has not sold, assigned or transferred. The Pledgor will use commercially reasonable efforts to cooperate with the Lender in connection with any such assignment to the extent consented to as provided in the foregoing sentence, and will execute and deliver such consents and acceptances to any such assignment and amendments to this Agreement in order to effect any such assignment (including, without limitation, the appointment of the Lender as agent for itself and all assignees).

SECTION 7.10.         Survival . All representations and warranties contained in or made under or in connection with this Agreement shall survive the execution, delivery and performance of this Agreement.

SECTION 7.11.         Binding Effect . This Agreement shall be binding upon and inure to the benefit of the Pledgor and the Lender and their respective heirs, personal representatives, successors and assigns.

SECTION 7.12.        Continuing Agreement; Termination . This Agreement and the security interest granted hereby shall be continuing and binding on the Pledgor regardless of how long before or after the date hereof any of the Secured Obligations were or are incurred. This Agreement and the security interest granted hereby shall automatically terminate without any further action by any Person when all of the Secured Obligations have been Paid in Full, at which time the Lender will deliver to the Pledgor and authorize the filing of all proper Uniform Commercial Code termination statements and other releases of the Collateral prepared by the Pledgor which are reasonably requested by the Pledgor to evidence such termination, and the Lender shall return all Collateral in its possession to the Pledgor. The Pledgor agrees that its obligations hereunder shall continue to be effective or be reinstated, as the case may be, if at any time all or part of any payment of any Secured Obligation is rescinded or must otherwise be returned by the Lender or any other Person upon the insolvency, bankruptcy or reorganization of the Company or any of its Affiliates.

SECTION 7.13.          Applicable Law . This Agreement and the rights and obligations of the parties hereunder shall be construed and interpreted in accordance with the laws of the State of New York (excluding conflicts of laws principles (other than Sections 5-1401 of the New York General Obligations Law)), both in interpretation and performance, provided that the law governing perfection, the effect of perfection or non-perfection, and the priority of security interests, shall be determined in accordance with Part 3 of Title 9 of the UCC. The other provisions of Sections 15, 18, and 19 of the Note are incorporated herein, mutatis mutandis, as if a part hereof.

SECTION 7.14.        [ Reserved .]

SECTION 7.15.        Duplicate Originals and Counterparts . This Agreement may be executed in any number of duplicate originals or counterparts and delivered in original or electronic form in a .pdf (portable document format), with the same effect as execution and delivery of originals. Each of such duplicate originals or counterparts shall be deemed to be an original and all taken together shall constitute but one and the same instrument.

SECTION 7.16.         Exhibits and Schedules . Any exhibits and schedules attached to this Agreement are an integral part hereof and are hereby incorporated herein and included in the term “this Agreement”.

SECTION 7.17.          Headings . Article and Section headings in this Agreement are included herein for convenience of reference only, shall not constitute a part of this Agreement for any other purpose and shall not be deemed to affect the meaning or construction of any of the provisions hereof.

SECTION 7.18.         Regulatory Savings Clause; Change in Law . It is the intention of the Pledgor and the Lender to effect a change in control of Hunt Securities, due to the Lender’s exercise of remedies hereunder, only in compliance with all applicable regulatory requirements for the Collateral, including, without limitation, the Pledged Equity Interests. The enforcement of the remedies under this Agreement, the Note, or any other Collateral Documents, shall be made in compliance with all applicable law and regulations as in effect at the time.

SECTION 7.19         Notice . All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 7.19.)

[Remainder of Page Left Intentionally blank; Signature Page Follows]

IN WITNESS WHEREOF , intending to be legally bound hereby, each of the parties hereto have executed and delivered this Agreement as of the day and year first written above.

[Signature Page to Pledge and Security Agreement]

[Signature Page to Pledge and Security Agreement]

Exhibit 10.4

EXECUTION VERSION

MANAGEMENT AGREEMENT

by and between

MMA CAPITAL MANAGEMENT, LLC

and

HUNT INVESTMENT MANAGEMENT, LLC

TABLE OF CONTENTS

MANAGEMENT AGREEMENT

THIS MANAGEMENT AGREEMENT, dated as of January 8, 2018, by and between MMA Capital Management, LLC, a Delaware limited liability company (the “ Company ”), and Hunt Investment Management, LLC, a Delaware limited liability company (the “ Manager ”).

WHEREAS, the Company is a Delaware limited liability company organized in accordance with the Delaware Limited Liability Company Act;

WHEREAS, the Manager is a Delaware limited liability company organized in accordance with the Delaware Limited Liability Company Act and an indirect wholly owned subsidiary of Hunt Companies;

WHEREAS, pursuant to that certain Master Transaction Agreement, dated as of the date hereof (the “ Transaction Agreement ”), by and among the Company, MMA Financial, Inc., MMA Energy Capital, LLC, Hunt FS Holdings II, LLC (“ Buyer ”), and, solely with respect to Section 2.07 and its express obligations under Article V of the Transaction Agreement, Hunt Companies, Inc. (“ Hunt Companies ”), Buyer agreed to purchase the Transferred Assets (as defined below) and assume the Obligations (as defined below);

WHEREAS, in connection with the consummation of the transactions contemplated by the Transaction Agreement, the Company desires to, subject to the supervision of the Board, retain the Manager to manage the investments and day-to-day business and affairs of the Company and its Subsidiaries and to perform services for the Company in the manner and on the terms set forth herein; and

WHEREAS, the Manager is willing to render such services for the Company, subject to the supervision of the Board, on the terms and subject to the conditions hereinafter set forth.

NOW THEREFORE, in consideration of the premises and agreements hereinafter set forth, the parties hereto hereby agree as follows:

Section 1.           Definitions .

(a)       The following terms shall have the meanings set forth in this Section 1(a) :

“ Affiliate ” means with respect to a Person (i) any Person directly or indirectly controlling, controlled by, or under common control with such other Person, (ii) any executive officer or general partner of such Person, (iii) any member of the board of directors or board of managers (or bodies performing similar functions) of such Person, and (iv) any legal entity for which such Person acts as an executive officer or general partner; provided , that, it is acknowledged and agreed that (x) Hunt Companies and Affiliates thereof shall not be deemed an Affiliate of the Manager except (1) in the case of Section 2(e) and Section 3(d) and (2) for the Hunt Affiliates in the case of the Allocation Policy, and (y) the Company and its Subsidiaries shall not be deemed an Affiliate of Hunt Companies or any of its Affiliates.

“ Agreement ” means this Management Agreement, as amended, restated, supplemented or otherwise modified from time to time.

“ Allocation Policy ” means the investment allocation policy and procedures of the Manager, in effect from time to time, with respect to, subject to applicable law, the allocation of investment opportunities among the Company, on the one hand, and the Manager and the Hunt Affiliates, on the other hand (as the same may be amended, updated or revised from time to time, subject to the consent of a majority of the Board (which must include a majority of the then incumbent Independent Directors)).

“ Automatic Renewal Term ” has the meaning set forth in Section 10(a) hereof.

“ Board ” means the board of directors of the Company.

“ Business Day ” means any day except a Saturday, a Sunday or a day on which banking institutions in New York, New York are not required to be open.

“ Cause Event ” means (i) a final judgment by any court or governmental body of competent jurisdiction not stayed or vacated within thirty (30) days that the Manager, its agents or permitted assignees has committed a felony that has a material adverse effect on the business of the Company or the ability of the Manager to perform its duties under the terms of this Agreement (including if the Manager enters a plea of nolo contendere with respect thereto) or a material violation of applicable securities laws that would reasonably be expected to cause material reputational harm to the Company, (ii) an order for relief in an involuntary bankruptcy case relating to the Manager or the Manager authorizing or filing a voluntary bankruptcy petition, (iii) the dissolution of the Manager, (iv) the occurrence of a payment Event of Default under the Note as a result of which the Company has notified the Maker (as defined therein) that all obligations outstanding under the Note have become immediately due and payable, or the occurrence of an Event of Default under the Note resulting from a Restricted Payment (as defined therein) made in violation of the terms of the Note and which Event of Default is not cured by the Maker or Parent (as defined therein) (including pursuant to the terms of the Parent Undertaking Guaranty (as defined therein)) within twenty (20) days following Maker's or Parent's receipt of the notice from the Company to accelerate all outstanding obligations under the Note, (v) an assignment by Manager not permitted under Section 11(a) , (vi) a material breach of this Agreement which has a material adverse effect on the business of the Company, taken as a whole or (vii) a final and non-appealable judicial determination that the Manager has (A) committed Fraud (1) against the Company or (2) any other Person for whom the Manager serves in a similar capacity to its role hereunder, (B) misappropriated or embezzled funds of the Company, or (C) acted, or failed to act, in a manner constituting bad faith, willful misconduct, gross negligence or reckless disregard in the performance of its duties under this Agreement; provided , however , that if any of the actions or omissions described in this clause (vii) are caused by an employee and/or officer of the Manager or one of its Affiliates and the Manager takes all necessary action against such person and cures the direct monetary damage caused by such actions or omissions within thirty (30) days of such determination, then such event shall not constitute a Cause Event.

“ Claim ” has the meaning set forth in Section 8(c) hereof.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Common Share ” means an equity interest in the Company, designated as such in accordance with the Company’s Second Amended and Restated Certificate of Formation and Operating Agreement, with no stated par value.

“ Company ” has the meaning set forth in the Preamble to this Agreement.

“ Company Business ” means the Leveraged Bonds Business and Renewable Energy Business.

“ Company Indemnified Party ” has meaning set forth in Section 8(b) hereof.

“ Conduct Policies ” has the meaning set forth in Section 2(o) hereof.

“ Confidential Information ” means all confidential, proprietary or non-public information of, or concerning the performance, terms, business, operations, activities, personnel, training, finances, actual or potential investments, plans, compensation, clients or investors of the Company or any of its Subsidiaries, written or oral, obtained by the Manager from and after the date hereof in connection with the services rendered hereunder; provided that Confidential Information shall not include information which (i) is or becomes public domain information other than by reason of a disclosure by the Manager in breach of this Agreement, (ii) was already in the possession of, or known to, the Manager (as demonstrated by the Manager’s written records) lawfully prior to the time it was received by the Manager, or the Manager obtained access thereto, from the Company or its Affiliates, (iii) has been or is hereafter rightfully furnished to the Manager without restriction on disclosure by a third person lawfully in possession thereof, or (iv) was developed independently by the Manager without using or referring to any of the Confidential Information.

“ Diluted GAAP Equity Per Share ” means, for any period, (a) the Company’s GAAP Common Shareholders’ Equity at the end of such period (i) increased by the amount of any dividends paid during such period and (ii) decreased by an amount equal to any Contingent Purchase Price previously paid to the Company pursuant to the Transaction Agreement, divided by (b) the number of shares outstanding at the end of such period computed on a fully diluted basis. For purposes of computing Diluted GAAP Per Share as of December 31, 2017, GAAP Common Shareholders’ Equity shall be increased by the sum of the Company’s GAAP gain as a result of the closing under the Transaction Agreement plus the Company’s GAAP gain as a result of the closing on the MGM Agreements described in the Transaction Agreement, plus the Company’s first quarter 2018 revenue recognition GAAP gain associated with MGM. Until such time as actual results are available for each of the components, the parties agree to use the projected GAAP gains of $32,000,000, $13,800,000 and $9,200,000, respectively, to be replaced by the actual results for each component as and when each becomes available. For the avoidance of doubt, if at any time during the period between the date of this Agreement and the Effective Termination Date, any change in the number of shares of the Company shall occur as a result of any stock split (including a reverse stock split) or combination thereof, then the Diluted GAAP Equity Per Share shall be equitably adjusted by the Company and the Manager to reflect such change.

“ Earn-Out Amount ” has the meaning set forth in the Transaction Agreement.

“ Effective Date ” means the date hereof.

“ Effective Termination Date ” has the meaning set forth in Section 10(b) hereof.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Fraud ” means actual and intentional fraud. For the avoidance of doubt, “ Fraud ” does not include any claim for equitable fraud, promissory fraud, unfair dealings fraud, or any torts based on negligence or recklessness.

“ GAAP ” means generally accepted accounting principles in effect in the United States on the date such principles are applied.

“ GAAP Common Shareholders’ Equity ” means the Company’s (and, without duplication, its Subsidiaries’) period-end common shareholders’ equity, computed in accordance with GAAP on a fully diluted basis, adjusted to exclude the effect of (a) the value of the Company’s and its Subsidiaries’ net operating loss carry forwards, and (b) any gains or losses attributable to third-party owners of the Company’s Subsidiaries or Joint Ventures to the extent not otherwise excluded by the application of GAAP. An illustrative calculation of the Company’s GAAP Common Shareholders’ Equity is set forth on Schedule 1 attached hereto.

“ Governing Agreements ” means, with regard to any entity, the articles of incorporation or certificate of incorporation and bylaws in the case of a corporation, the certificate of limited partnership (if applicable) and the partnership agreement in the case of a general or limited partnership, the certificate of formation and limited liability company agreement in the case of a limited liability company, the trust instrument in the case of a trust, or similar governing documents in each case as amended from time to time.

“ Hunt ” means, collectively, Hunt Companies and any Affiliate thereof.

“ Hunt Affiliate ” means Hunt Companies and its controlled Affiliates other than (i) the Manager, (ii) Hunt Financial Securities, LLC, a Delaware limited liability company, and (iii) Amber Infrastructure Group Holdings Limited, a company incorporated under the laws of England and Wales, and any of its controlled Affiliates.

“ Hunt Companies ” has the meaning set forth in the Recitals to this Agreement.

“ Incentive Compensation ” means the incentive fee calculated and payable with respect to each calendar year, commencing with calendar year 2018, in arrears, in an amount (which shall not be less than zero) equal to: the product of (i) 20% and (ii) (A) the excess of (1) Diluted GAAP Equity Per Share as of the end of the most recently completed calendar year over (2) 107% of Diluted GAAP Equity Per Share as of the end of the preceding calendar year, multiplied by (B) the weighted average number of shares outstanding during the preceding calendar year.

Incentive Compensation shall be pro-rated for partial periods, to the extent necessary, as the case may be (including any calendar year during which any Effective Termination Date occurs).

“ Indemnified Party ” has the meaning set forth in Section 8(b) hereof.

“ Independent Director ” means a member of the Board who is “independent” in accordance with the Company’s Governing Agreements and the rules of the applicable National Securities Exchange.

“ Initial Term ” has the meaning set forth in Section 10(a) hereof.

“ Investment Advisers Act ” means the Investment Advisers Act of 1940, as amended.

“ Investment Company Act ” means the Investment Company Act of 1940, as amended.

“ Investment Guidelines ” means the investment guidelines proposed by the Manager and approved by the Board, a copy of which is attached hereto as Exhibit A , as the same may be amended, restated, modified, supplemented or waived by the Manager, subject to the consent of a majority of the Board (which must include a majority of the then incumbent Independent Directors).

“ Joint Ventures ” means joint ventures between the Company or any of its Subsidiaries, on the one hand, and a third party investor or capital provider, on the other hand.

“ Leveraged Bonds Business ” means the investment in and ownership and management of Unrated Tax-Exempt Bonds, together with the Company’s associated leverage of its Unrated Tax-Exempt Bonds business through the use of Total Return Swaps (including the direct entry into Total Return Swaps for Unrated Tax-Exempt Bonds not previously owned). The Leveraged Bonds Business portfolio as of the date hereof is set forth on Schedule 2 attached hereto.

“ Losses ” has the meaning set forth in Section 8(a) hereof.

“ Management Arrangements and Management Fee Rights ” has the meaning set forth in the Transaction Agreement.

“ Management Fee ” means the management fees, without duplication, payable quarterly in arrears with respect to each calendar quarter commencing with the quarter in which the Effective Date occurs, in an amount equal to (i) 2% per annum (0.5% per quarter) of the Company’s GAAP Common Shareholders’ Equity for so long as the Company’s GAAP Common Shareholders’ Equity is less than or equal to $500,000,000 plus (ii) if the Company’s GAAP Common Shareholders’ Equity exceeds $500,000,000, 1.0% per annum (0.250% per quarter) of the Company’s GAAP Common Shareholders’ Equity in excess of $500,000,000. The Management Fee shall be pro-rated for partial periods, to the extent necessary, as described more fully elsewhere herein. Notwithstanding the foregoing, the Management Fee payable for the first two calendar quarters of fiscal year 2018 shall be $1,000,000 per quarter.

“ Manager ” has the meaning set forth in the Preamble to this Agreement.

“ Manager Expenses ” has the meaning set forth in Section 7(a) hereof.

“ Manager Indemnified Party ” has the meaning set forth in Section 8(a) hereof.

“Manager Permitted Disclosure Parties” has the meaning set forth in Section 5 hereof.

“ National Securities Exchange ” means any national securities exchange or nationally recognized automated quotation system on which the Common Shares (or shares of common equity of an Affiliate of the Company) are listed, traded, exchanged or quoted.

“ Obligations ” has the meaning set forth in the Transaction Agreement.

“ Person ” means any natural person, corporation, partnership, association, limited liability company, estate, trust, joint venture, any federal, state, county or municipal government or any bureau, department or agency thereof or any other legal entity and any fiduciary acting in such capacity on behalf of the foregoing.

“ Purchase Money Note ” means that certain Purchase Money Note of even date herewith by Hunt FS Holdings II, LLC, as maker, in favor of the Company, as payee, in the original principal amount of $57,000,000.

“ Regulation FD ” means Regulation FD as promulgated by the SEC.

“ Renewable Energy Business ” means the origination, directly or indirectly, of debt financing to provide late stage renewable energy development loans, renewable energy construction loans and renewable energy permanent loans in North America of the type, size and nature originated by the Company in its renewable energy Joint Ventures as of or prior to the date hereof and the provision of servicing, asset management and other management services in connection therewith. The Renewable Energy Business portfolio as of the date hereof is set forth on Schedule 3 attached hereto.

“ Renewable Energy Reimbursements ” means all expense reimbursements under the Management Arrangements and Management Fee Rights.

“ SEC ” means the United States Securities and Exchange Commission.

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Subsidiary ” means a corporation, limited liability company, partnership, joint venture or other entity or organization of which: (i) the Company or any other subsidiary of the Company is a general partner or managing member, or (ii) voting power to elect a majority of the board of directors, managers, trustees or other Persons performing similar functions with respect to such entity or organization is held by the Company or by any one or more of the Company’s subsidiaries.

“ Termination Fee ” means a termination fee equal to (a) three (3) times the sum of (i) the average annual Management Fee and (ii) the average annual Incentive Compensation, plus (b) the average annual Renewable Energy Reimbursements, plus (c) until the Company’s GAAP Common Shareholders’ Equity first exceeds $500,000,000, the average annual reimbursements under Section 7(b)(xxi) , in each case, earned by the Manager during the 24-month period immediately preceding the most recently completed calendar quarter prior to the Effective Termination Date.

“ Termination Notice ” has the meaning set forth in Section 10(b) hereof.

“ Termination Without Cause ” has the meaning set forth in Section 10(b) hereof.

“ Transaction Agreement ” has the meaning set forth in the Recitals to this Agreement.

“ Transferred Assets ” has the meaning set forth in the Transaction Agreement.

(b)          As used herein, accounting terms relating to the Company and its Subsidiaries, if any, not defined in Section 1(a) and accounting terms partly defined in Section 1(a) , to the extent not defined, shall have the respective meanings given to them under GAAP. As used herein, “calendar quarters” shall mean the period from January 1 to March 31, April 1 to June 30, July 1 to September 30 and October 1 to December 31 of the applicable year.

(c)          Any reference in this Agreement to “$” shall mean U.S. dollars.

(d)          The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section references are to this Agreement unless otherwise specified.

(e)          The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. The words include, includes and including shall be deemed to be followed by the phrase “without limitation.”

“ Unrated Tax-Exempt Bonds ” means unrated tax-exempt bonds that finance affordable housing and municipal redevelopment in the United States of America of the type, size and nature held by the Company on the date hereof.

Section 2.           Appointment and Duties of the Manager .

(a)      The Company hereby retains the Manager, as agent, to manage the investments and day-to-day business and affairs of the Company and its Subsidiaries, subject at all times to applicable law, the further terms and conditions set forth in this Agreement and to the supervision of the Board. Except as otherwise provided in this Agreement, the Manager hereby agrees to use its commercially reasonable efforts to perform each of the duties set forth herein, provided that the Company pays and reimburses the Manager for all fees, costs and expenses in accordance with Section 6 and Section 7 hereof. The retention of the Manager shall be exclusive to the Manager, except to the extent that the Manager elects, in its sole and absolute discretion, subject to the terms of this Agreement, to cause the duties of the Manager as set forth herein to be provided by (x) third parties under the Manager’s supervision or (y) the Manager’s Affiliates.

(b)          The Manager, in its capacity as manager of the investments and the operations of the Company, at all times will be subject to the supervision and direction of the Board and will have only such functions and authority as the Board may delegate to it, including managing the Company’s investment activities and other business affairs in conformity with the Investment Guidelines and other policies that are approved and monitored by the Board. The Company and the Manager hereby acknowledge the recommendation by the Manager and the approval by the Board of the Investment Guidelines.

(c)          Subject to the oversight of the Board and the terms and conditions of this Agreement (including the Investment Guidelines), the Manager will have authority with respect to the management of the business and affairs of the Company and will be responsible for the day-to-day management of the Company. The Manager will perform (or cause to be performed through one or more of its Affiliates or Subsidiaries) such services and activities relating to the investments and business and affairs of the Company as may be appropriate or otherwise mutually agreed from time to time, which may include, without limitation:

(i)          serving as an advisor to the Company with respect to the establishment and periodic review of the Investment Guidelines for the Company’s investments, financing activities and operations, any modifications to which will be approved by a majority of the Board, including a majority of the Independent Directors;

(ii)         identifying, investigating, analyzing, and selecting possible investment opportunities (including investments relating to the Company Business) and the origination, negotiation, acquisition, consummation, monitoring, financing, retaining, disposition, negotiation for prepayment, restructuring, refinancing, hypothecating, pledging or otherwise disposing of investments (including investments relating to the Company Business), in each case, consistent in all material respects with the Investment Guidelines;

(iii)        identifying and analyzing prospective purchases, sales, exchanges, financing or other dispositions of investments (including investments relating to the Company Business), conducting negotiations on the Company’s behalf with sellers, purchasers, borrowers and other counterparties and, if applicable, their respective agents, advisors and representatives;

(iv)        serving as the Company’s consultant with respect to decisions regarding any repurchase agreements, interest rate, currency or total return swap agreements, financing arrangements (including one or more credit facilities), foreign exchange transactions, derivative transactions, and other agreements and instruments required or appropriate in connection with the Company’s activities;

(v)        engaging and supervising, on the Company’s behalf and at the Company’s expense, independent contractors, advisors, consultants, attorneys, accountants, auditors, and other service providers (which may include Affiliates of the Manager) that provide various services with respect to the Company, including investment banking, securities brokerage, mortgage brokerage, credit analysis, risk management services, asset management services, loan servicing, other financial, legal or accounting services, due diligence services, underwriting review services, and all other services (including transfer agent and registrar services) as may be required relating to the Company’s activities or investments (or potential investments), including activities or investments relating to the Company Business, subject to the approval of a majority of the Independent Directors to the extent Board (or a committee thereof) approval is required by applicable law or regulation, including the applicable rules of any securities exchange or regulatory body;

(vi)       coordinating and managing operations of any joint venture or co-investment interests held by the Company and conducting all matters with the joint venture or co-investment partners;

(vii)       providing executive and administrative personnel, office space and office services required in rendering services to the Company;

(viii)     administering the day-to-day operations and performing and supervising the performance of such other administrative functions necessary to the Company’s management as may be agreed upon by the Manager and the Board, including the collection of revenues and the payment of the Company’s debts and obligations and maintenance of appropriate computer services to perform such administrative functions;

(ix)        communicating on the Company’s behalf with the holders of any of the Company’s equity or debt securities as required to satisfy the reporting and other requirements of any governmental bodies or agencies or trading markets (including any applicable National Securities Exchange) and to maintain effective relations with such holders;

(x)         advising the Company in connection with policy decisions to be made by the Board;

(xi)        engaging one or more sub-advisors with respect to the management of the Company, including, where deemed appropriate by the Manager, Affiliates of the Manager;

(xii)       evaluating and recommending to the Board hedging strategies and engaging in hedging activities on the Company’s behalf, consistent with the Investment Guidelines;

(xiii)      causing the Company to retain a third party advisor regarding the maintenance of the Company’s exemption from regulation as an investment company under the Investment Company Act, monitoring compliance with the requirements for maintaining such exemption and using commercially reasonable efforts to cause the Company to maintain such exemption from regulation as an investment company under the Investment Company Act;

(xiv)      furnishing reports to the Company and the Board regarding the Company’s activities and services performed for the Company by the Manager and its Affiliates, including, if requested by the Board, causing the Chief Executive Officer and the Chief Financial Officer of the Company to furnish a quarterly report regarding the status of any buy-to-hold investments within the Company Business that were allocated to the Company by the Manager during the applicable quarter;

(xv)       monitoring the operating performance of the Company’s investments and providing periodic reports with respect thereto to the Board, including comparative information with respect to such operating performance and budgeted or projected operating results;

(xvi)      investing and reinvesting any moneys and securities of the Company (including investing in short-term investments pending investment in other investments, payment of fees, costs and expenses, or payments of dividends or distributions to the Company’s equity holders) and advising the Company as to the Company’s capital structure and capital raising;

(xvii)    causing the Company to retain a qualified independent public accounting firm and legal counsel, as applicable, to assist in developing appropriate accounting procedures and systems, internal controls and other compliance procedures and systems with respect to financial reporting obligations and to conduct periodic compliance reviews with respect thereto;

(xviii)    assisting the Company in qualifying to do business in all applicable jurisdictions and to obtain and maintain all appropriate licenses;

(xix)       assisting the Company in complying with all regulatory requirements applicable to the Company in respect of the Company’s business activities, including preparing or causing to be prepared all financial statements required under applicable regulations and contractual undertakings and all reports and documents, if any, required under the Exchange Act or the Securities Act, or by any National Securities Exchange, and facilitating compliance with the Sarbanes-Oxley Act of 2002 and the listing rules of any National Securities Exchange;

(xx)       assisting the Company in taking all necessary actions to enable the Company to make required tax filings and reports;

(xxi)       placing, or arranging for the placement of, all orders pursuant to the Manager’s investment determinations for the Company either directly with the issuer or with a broker or dealer (including any affiliated broker or dealer), and selecting the markets in which such orders shall be executed;

(xxii)      handling and resolving all claims, disputes or controversies (including all litigation, arbitration, settlement or other proceedings or negotiations) in which the Company or its Subsidiaries may be involved or to which the Company or its Subsidiaries may be subject, arising out of the Company’s or its Subsidiaries day-to-day activities (other than with the Manager or its Affiliates), subject to such reasonable limitations or parameters (including settlement authorization) as may be imposed from time to time by the Board;

(xxiii)     using commercially reasonable efforts to cause expenses incurred by the Company or on the Company’s behalf to be commercially reasonable or commercially customary and within any reasonable budgeted parameters or expense guidelines set by the Board from time to time;

(xxiv)    advising the Company with respect to and structuring short-term and long-term financing vehicles for the Company’s portfolio of assets, and offering and selling securities publicly or privately in connection with any such structured financing;

(xxv)     serving as the Company’s advisor with respect to decisions regarding any of the Company’s financings, hedging activities or borrowings undertaken by the Company, including (1) assisting the Company in developing criteria for debt and equity financing that is specifically tailored to the Company’s investment objectives, and (2) advising the Company with respect to obtaining appropriate financing for the Company’s investments (which, in accordance with applicable law and the terms and conditions of this Agreement and the Company’s Governing Agreements, may include financing by the Manager or its Affiliates);

(xxvi)    providing the Company with portfolio management and other related services;

(xxvii)   arranging marketing materials and other related documentation, advertising, industry group activities (such as conference participations and industry organization memberships) and other promotional efforts designed to promote the Company’s business; and

(xxviii)  performing such other services from time to time in connection with the management of the business and affairs of the Company and its investment activities (including investment activities relating to the Company Business) as the Board, including a majority of the Independent Directors, shall reasonably request and/or the Manager shall deem appropriate under the particular circumstances.

(d)          For the duration of and on the terms and conditions set forth in this Agreement, the Company and each of its wholly-owned Subsidiaries hereby constitutes, appoints and authorizes the Manager, and any officer of the Manager acting on its behalf from time to time, as the Company’s true and lawful agent and attorney-in-fact, in its name, place and stead, to negotiate, execute, deliver and enter into any certificates, instruments, agreements, authorizations and other documentation in the name and on behalf of the Company as the Manager, in its sole discretion, deems necessary or appropriate in connection with the performance of its services hereunder. This power of attorney is deemed to be coupled with an interest. In performing such services, as an agent of the Company, the Manager shall have the right to exercise all powers and authority which are reasonably necessary and customary to perform its obligations under this Agreement, including the following powers, subject in each case to the terms and conditions of this Agreement, including the Investment Guidelines:

(i)          to originate, purchase, exchange, finance or otherwise acquire and to sell, exchange or otherwise dispose of, any investment (including any investment relating to the Company Business) at public or private sale;

(ii)         to borrow and, for the purpose of securing the repayment thereof, to pledge, mortgage or otherwise encumber investments (including investments relating to the Company Business) and enter into agreements in connection therewith, including repurchase agreements, master repurchase agreements, International Swap Dealer Association swap, caps and other agreements and annexes thereto and other futures and forward agreements;

(iii)        to originate, purchase, take and hold investments (including investments relating to the Company Business) subject to mortgages or other liens;

(iv)       to extend the time of payment of any liens or encumbrances which may at any time be encumbrances upon any investment (including any investment relating to the Company Business), irrespective of by whom the same were made;

(v)         to foreclose, to reduce the rate of interest on, and to consent to the modification and extension of the maturity or other terms of any investments (including any investments relating to the Company Business), or to accept a deed in lieu of foreclosure;

(vi)       to join in a voluntary partition of any investment (including any investment relating to the Company Business);

(vii)      to enter into joint ventures or otherwise participate in investment vehicles investing in investments (including investments relating to the Company Business);

(viii)     to obtain and maintain insurance in such amounts and against such risks as are prudent in accordance with customary and sound business practices in the appropriate geographic area;

(ix)        to cause any property to be maintained in good state of repair and upkeep and to pay the taxes, upkeep, repairs, carrying charges, maintenance and premiums for insurance;

(x)         to use the personnel and resources of its Affiliates in performing the services specified in this Agreement;

(xi)        to designate and engage all professionals, consultants and other service providers subject to and in accordance with, as applicable, Section 2(e) , to perform services (directly or indirectly) on behalf of the Company and its Subsidiaries, including accountants, legal counsel and engineers; and

(xii)        to take any and all other actions as are necessary or appropriate in connection with the Company’s and/or its Subsidiaries’ investments or activities (including investments or activities relating to the Company Business).

The Manager shall be authorized to represent to third parties that it has the power to perform the actions which it is authorized to perform under this Agreement.

(e)          The Manager may retain, for and on behalf, and at the sole cost and expense, of the Company, such services of the persons and firms referred to in Section 7(b) hereof as the Manager deems necessary or advisable in connection with the management and operations of the Company, which may include Affiliates of the Manager; provided , that, any such services may be provided by Affiliates only to the extent (i) the provision and cost of such services are on arm’s length terms and competitive market rates in relation to terms that are then customary for agreements regarding the provision of such services to companies that have assets similar in type, quality and value to the assets of the Company and its Subsidiaries, and (ii) such services and the costs thereof are approved by a majority of the Independent Directors. In performing its duties under this Section 2 , the Manager shall be entitled to rely reasonably on qualified experts and professionals (including accountants, legal counsel and other professional service providers) hired by the Manager at the Company’s sole cost and expense. The Manager shall not charge the Company for the cost and expense of sub-advisors unless, in the good faith opinion of the Manager, such sub-advisors are providing services, expertise or other specialized support or assistance which the Manager does not possess on the date hereof.

(f)          The Manager shall refrain from any action that, in its sole judgment made in good faith, (i) is not in compliance with the Investment Guidelines, (ii) would adversely and materially affect the Company’s and its Subsidiaries’ status as entities excluded from investment company status under the Investment Company Act, or (iii) would materially violate the Conduct Policies, any applicable law, rule or regulation of any governmental body or agency having jurisdiction over the Company and its Subsidiaries or any applicable National Securities Exchange or that would otherwise not be permitted by the applicable Governing Agreements. If the Manager is ordered to take any action by the Board, the Manager shall seek to promptly notify the Board if it is the Manager’s reasonable judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or Governing Agreements and, if the Manager so notifies the Board and the Board nonetheless insists that the Manager comply with the Board’s order, unless the Board provides a written opinion of counsel (upon which the Manager is entitled to rely), the Manager shall be permitted to treat such order as an event of default for purposes of Section 12(b) hereof. Notwithstanding the foregoing, neither the Manager nor any of its Affiliates shall be liable to the Company, the Board, or the Company’s equity holders for any act or omission by the Manager or any of its Affiliates, except as expressly provided in Section 8 of this Agreement and subject to the limitations thereof.

(g)          The Company (including the Board) agrees to take all actions reasonably required to permit and enable the Manager to carry out its duties and obligations under this Agreement, including all steps reasonably necessary to allow the Manager to make any filing required to be made under the Securities Act, Exchange Act, Code, or other applicable law, rule or regulation, including the rules and regulations of a National Securities Exchange, on behalf of the Company in a timely manner. The Company further agrees to make available to the Manager all resources, information and materials reasonably requested by the Manager to enable the Manager to satisfy its obligations hereunder, including its obligations to deliver financial statements and any other information or reports with respect to the Company. If the Manager is not able to provide a service, or in the reasonable judgment of the Manager it is not prudent to provide a service, without the approval of the Board, as applicable, then the Manager shall be excused from providing such service (and shall not be in breach of this Agreement) until the applicable approval has been obtained.

(h)          As frequently as the Manager may deem reasonably necessary or advisable, or at the direction of the Board, the Manager shall prepare, or, at the sole cost and expense of the Company, cause to be prepared, (i) reports and other information on the Company’s operations, including quarterly budget to actual comparisons, and (ii) other information relating to any proposed or consummated investment as may be reasonably requested by the Company.

(i)          The Manager shall prepare, or, at the sole cost and expense of the Company, cause to be prepared, all periodic reports and financial statements with respect to the Company reasonably required by the Board in order for the Company to comply with its Governing Agreements, or any other materials required to be filed with any governmental body or agency, including the SEC, and shall prepare, or, at the sole cost and expense of the Company, cause to be prepared, all materials and data necessary to complete such reports and other materials, including an annual audit of the Company’s books of account by a nationally recognized independent accounting firm approved by the Independent Directors of the Board (or applicable committee thereof).

(j)          The Manager shall prepare, or, at the sole cost and expense of the Company, cause to be prepared, regular reports for the Board to enable the Board to review the Company’s acquisitions, portfolio composition and characteristics, credit quality, performance, asset performance and compliance with the Investment Guidelines, and policies approved by the Board.

(k)          The Manager shall prepare and present to the Board for approval a proposed annual budget at least thirty (30) days prior to the start of the calendar year to which the budget applies. Unless and until such budget is approved, the prior year’s budget shall apply with respect to each item of expense, increased, in each case, by three percent (3%), except as to non-discretionary expenses (e.g., taxes) which shall be paid at the actual cost thereof.

(l)          Directors, officers, employees and agents of the Manager and its Affiliates may serve as directors, officers, employees, agents, nominees or signatories for the Company or any of its Subsidiaries, to the extent permitted by their Governing Agreements, and by any resolutions duly adopted by the Board. When executing documents or otherwise acting in such capacities for the Company or any of its Subsidiaries, such Persons shall indicate in what capacity they are executing on behalf of the Company or any of its Subsidiaries. Without limiting the foregoing, while this Agreement is in effect, the Manager will provide the Company with a management team, including a Chief Executive Officer and Chief Financial Officer or similar positions, along with appropriate support personnel, to provide the management services to be provided by the Manager to the Company hereunder, who shall devote such of their time to the management of the Company as necessary and appropriate, commensurate with the level of activity of the Company from time to time.

(m)          At all times during the term of this Agreement, the Manager shall maintain customary “errors and omissions” and “fidelity” insurance coverage and other customary insurance coverage for asset managers and advisors performing similar services to those set forth herein, with respect to assets similar to those of the Company.

(n)          The Manager may provide, or at the sole cost and expense of the Company, shall cause to be provided, such internal audit, compliance, legal, finance and control services as may be required for the Company to comply with applicable law (including the Securities Act, Investment Advisers Act and Exchange Act), regulation (including SEC regulations) and the rules and requirements of the National Securities Exchange and as otherwise reasonably requested by the Company or its Board from time to time.

(o)          The Manager acknowledges receipt of the Company’s Code of Ethics and Principles of Business Integrity and Corporate Governance Guidelines (collectively, the “ Conduct Policies ”), and agrees to require its officers, directors, members, and employees and any officers or employees of its Affiliates acting on behalf of the Manager, in each case, who are involved in the business and affairs of the Company, to comply with the Conduct Policies to the extent applicable to such Persons.

(a)          Nothing in this Agreement shall (i) prevent the Manager, Hunt or any of their Affiliates, or any of its or their officers, directors or employees, from engaging in other businesses or from rendering services of any kind to any other Person or entity, whether or not the investment objectives or policies of any such other Person or entity are similar to those of the Company, including the management of Hunt which has or may employ investment objectives or strategies that overlap, in whole or in part, with the Investment Guidelines, (ii) in any way bind or restrict the Manager, Hunt or any of their Affiliates, or any of its or their officers, directors or employees from buying, selling or trading any securities or commodities for their own accounts or for the account of others for whom the Manager, Hunt or any of their Affiliates, or any of its or their officers, directors or employees may be acting, subject, however, to the Company’s Insider Trading Policy as to employees of Manager serving as officers or directors of the Company or any of its Subsidiaries and to applicable law regarding persons in receipt of material non-public information of the Company, or (iii) prevent the Manager, Hunt or any of their Affiliates from receiving fees or other compensation or profits from such activities described in this Section 3(a) which shall be for the Manager’s (and/or Hunt or their Affiliates’) sole benefit. While information and recommendations supplied to the Company shall, in the Manager’s reasonable and good faith judgment, be appropriate under the circumstances and in light of the investment objectives and policies of the Company, they may be different in certain material respects from the information and recommendations supplied by the Manager or any Affiliate of the Manager to others (including, for greater certainty, Hunt and its Affiliates and their respective investors). The Company shall be entitled to equitable treatment under the circumstances in receiving information, recommendations and any other services, but the Company recognizes that it is not entitled to receive preferential treatment as compared with the treatment given by the Manager or any Affiliate of the Manager to others (including Hunt and its Affiliates) or themselves. The Manager and the Company acknowledge and agree that, notwithstanding anything to the contrary contained herein, (A) Affiliates of the Manager advise and/or manage Hunt, (B) the Manager will allocate investment opportunities that overlap with the Investment Guidelines and with the investment objectives of the Manager and the Hunt Affiliates in accordance with the Allocation Policy and (C) nothing in this Agreement shall prevent the Company from investing in, acquiring, selling assets to or merging with or entering into any joint ventures with Hunt or purchasing assets from, selling assets to, merging with or arranging financing from or providing financing to Hunt, provided that any such transaction described in this clause (C) receives the prior approval of the Board (which must include a majority of the then incumbent Independent Directors).

(b)          In connection with the services of the Manager hereunder, the Company and the Board acknowledge and/or agree that (i) as part of Hunt’s regular businesses, personnel of the Manager and its Affiliates may from time-to-time work on other projects and matters, and that conflicts may arise with respect to the allocation of personnel between the Company and Hunt and/or the Manager and its Affiliates, (ii) there may be circumstances where investments that are consistent with the Investment Guidelines may be shared with or allocated to Hunt (in lieu of the Company) but only in accordance with the Allocation Policy, (iii) Hunt may invest, from time-to-time, in investments in which the Company may also invest (including at a different level of an issuer’s capital structure (e.g., an investment by Hunt in an equity or mezzanine interest with respect to the same entity in which the Company owns a debt interest or vice versa) or in a different tranche of fundraising with respect to an issuer in which the Company has an interest), and while the Manager will resolve any such conflicts in a fair and equitable manner in accordance with the Allocation Policy, such transactions shall not be required to be presented to the Board for approval, and there can be no assurance that any such conflicts will be resolved in favor of the Company, (iv) the Manager and its Affiliates may from time-to-time receive fees from other issuers or entities for the arranging, underwriting, syndication or refinancing of investments or other additional fees, including acquisition fees, loan servicing fees, special servicing fees, administrative fees and advisory or asset management fees, and while such fees may give rise to conflicts of interest the Company will not receive the benefit of any such fees, and (v) the terms and conditions of the governing agreements of Hunt (including with respect to the economic, reporting, and other rights afforded to investors in Hunt) are materially different from the terms and conditions applicable to the Company and its equity holders, and neither the Company nor any such equity holder (in such capacity) shall have the right to receive the benefit of any such different terms applicable to investors in Hunt as a result of an investment in the Company or otherwise. The Manager shall keep the Board reasonably informed on a periodic basis in connection with the foregoing, including with respect to any transactions that present conflicts of the types described in clause (iii) of this Section 3(b) and shall provide the Board quarterly updates in respect of such matters.

(c)          Where investments that are consistent with the Investment Guidelines are shared with Hunt, the Manager may, but is not obligated to, aggregate sales and purchase orders of securities and other investments of the Company with similar orders being made simultaneously for Hunt, if in the Manager’s judgment, such aggregation is likely to result generally in an overall economic benefit to the Company. The determination of such economic benefit to the Company by the Manager is subjective and represents the Manager’s evaluation that the Company is benefited by relatively better purchase or sales prices, lower commission expenses, increased access to investment opportunities, beneficial timing of transactions or a combination of these and other factors.

(d)          Subject to Section 3(b) , the Board may periodically review the Investment Guidelines and the Company’s investment portfolio when and as determined in its discretion, but will not review each proposed investment; provided , that the Manager shall not consummate on behalf of the Company any transaction that involves (i) the sale of any investment to or (ii) the acquisition of any investment from Hunt unless such transaction has been approved in advance by a majority of the Independent Directors. In connection with the foregoing, it is understood and/or agreed for greater certainty that while conflicts of interests may arise from time-to-time in connection with the investment activities of the Company and Hunt (including as more fully described in Section 3(b) above) and that the Manager will resolve any such conflicts of interest in a fair and equitable manner in accordance with the Allocation Policy, only those transactions set forth above shall be required to be presented for approval by the Independent Directors; provided , that the foregoing shall not limit the ability of the Manager, in its discretion, to present additional matters involving the Company to the Independent Directors from time-to-time for review, advice and/or approval to the extent the Manager reasonably determines that doing so is appropriate under the circumstances (including as a result of a determination that such matters give rise to material conflicts of interest that are appropriate to be reviewed and/or approved by the Independent Directors); provided , further , that if (x) the majority of the Independent Directors approve any matter or transaction presented for their approval despite a conflict of interest after the Manager has disclosed all material facts relating to such conflict of interest or (y) the Manager acts in a manner, or pursuant to standards or procedures, approved by a majority of the Independent Directors with respect to such conflicts of interest that arise or may arise from time to time, then none of the Manager, Hunt or any of their Affiliates shall have any liability to the Company or any of its equity holders by reason of such conflict of interest for actions in respect of such matter taken in good faith by any of them, including actions in the pursuit of their own interests.

(e)          In the event of a Termination Without Cause of this Agreement by the Company pursuant to Section 10(b) hereof, for two (2) years after such termination of this Agreement, the Company shall not, without the prior written consent of the Manager, employ or otherwise retain any employee of the Manager, Hunt or any of their respective Affiliates or any person who has been employed by the Manager or any of its Affiliates at any time within the two (2)-year period immediately preceding the date on which such person commences employment with or is otherwise retained by the Company; provided , however , that following the payment of the Termination Fee by the Company to the Manager, the Company may, without first obtaining the consent of the Manager, employ the Persons serving in the capacity of Chief Executive Officer, Chief Operating Officer/President and Chief Financial Officer of the Company. The Company acknowledges and agrees that, in addition to any damages, the Manager may be entitled to equitable relief for any violation of this Section 3(e) by the Company, including injunctive relief.

(f)          At the reasonable request of the Board, the Manager shall review the Investment Guidelines and the Allocation Policy with the Board and respond to reasonable questions regarding the Investment Guidelines and the Allocation Policy as it relates to services under this Agreement.

(g)          In the event that (i) the Manager or any Hunt Affiliate is paid fees by third parties for investments allocated to the Company (other than customary origination fees or other similar fees) or (ii) the Manager is engaged directly in a material investment or activity, which conflicts with the Company’s interest, the Manager shall provide the Board with notice thereof.

Section 4.           Bank Accounts . At the direction of the Board, the Manager may establish and maintain, as agent on behalf of the Company, one or more bank accounts with a “qualified custodian” in the name of the Company or any Subsidiary in accordance with applicable law, and may cause the Company to deposit into any such account or accounts, and disburse funds from any such account or accounts, under such terms and conditions as the Board may approve, and the Manager shall ensure that such custodian(s) from time to time render statements, including appropriate accountings of such collections and payments to the Board and, upon request, to the auditors of the Company or any Subsidiary.

Section 5.           Records; Confidentiality .

(a)      The Manager shall maintain appropriate books of account, records and files relating to services performed hereunder, and such books of account, records and files shall be accessible for inspection by representatives of the Company or any Subsidiary, and their respective independent accounting firms and outside consultants, at any time during normal business hours upon reasonable advance written notice. Manager shall also provide the Company, its Subsidiaries and their representatives, independent accounting firms and outside consultants with reasonable access to appropriate personnel of the Manager, during normal business hours and upon reasonable advance written notice, so as to enable the accountants and consultants to conduct the Company’s annual audit and to review, design and test the Company’s internal controls over financial reporting. The Manager shall have full responsibility for the maintenance, care and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager with due care, the Manager shall be in compliance with the foregoing).

(b)      Until the second (2nd) anniversary of the termination of this Agreement, the Manager shall keep confidential any and all Confidential Information and shall not disclose Confidential Information, in whole or in part, to any Person other than (a) to officers, directors, employees, agents, representatives, advisors of the Manager, Hunt or their respective Affiliates who need to know such Confidential Information for the purpose of rendering services hereunder or in connection with Hunt’s asset management or capital markets businesses, (b) to appraisers, lenders or other financing sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity and others in the ordinary course of the Company’s business, (c) to appraisers, lenders or other financing sources, custodians, administrators, brokers, advisors or any similar entity in connection with Hunt’s debt securities or offerings ((a), (b) and (c) collectively, “ Manager Permitted Disclosure Parties ”), (d) in connection with any governmental or regulatory filings of the Company, Hunt or their respective Affiliates, disclosure or presentations to investors of the Company or Hunt (subject to compliance with Regulation FD) or any securities offerings or debt agreements of Hunt, (e) to governmental agencies or officials having jurisdiction over the Company or the Manager, (f) as requested or required by applicable law, legal process or regulatory request or requirement (including SEC rules or regulations), (g) to existing or prospective investors in Hunt and their advisors to the extent such persons reasonably request such information, subject to an undertaking of confidentiality, non-disclosure and non-use, or (h) otherwise with the consent of the Company, including pursuant to a separate agreement entered into between the Manager and/or Hunt and the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation to, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided , however that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will (x) consider, and if advisable seek, at the Company’s sole expense, an appropriate protective order or confidentiality agreement, (y) notify the Board of such disclosure, and (z) in in the absence of an appropriate protective order or confidentiality agreement, disclose only that portion of such information that is responsive, in the Manager’s reasonable discretion, to such request or demand.

Section 6.          Compensation .

(a)      For the services rendered under this Agreement, the Company shall pay the Management Fee and the Incentive Compensation to the Manager. The Manager will not receive any compensation for the period prior to the Effective Date.

(b)      The parties acknowledge that the Management Fee is intended in part to compensate the Manager and its Affiliates for the costs and expenses (other than reimbursable costs and expenses) they will incur hereunder, as well as certain expenses not otherwise reimbursable under Section 7 below, in order for the Manager to provide the Company the investment advisory services and certain general management services rendered under this Agreement.

(c)      The Management Fee shall be payable in arrears in cash, in quarterly installments commencing at the end of the quarter in which the Effective Date occurs. If applicable, the initial and final installments of the Management Fee shall be pro-rated based on the number of days during the initial and final quarter, respectively, that this Agreement is in effect. The Manager shall calculate each quarterly installment of the Management Fee, and deliver such calculation to the Company, promptly following the filing of the Company’s periodic report on Form 10-Q for the first three quarters of each calendar year and the receipt of the Company’s completed audit as to the fourth quarter of each calendar year. The Company shall pay the Manager each installment of the Management Fee within five (5) Business Days after the date of delivery to the Company of such computations.

(d)      The Incentive Compensation shall be payable in arrears in cash, in annual installments commencing with calendar year 2018. The Manager shall compute each annual installment of the Incentive Compensation within five (5) Business Days of the completion of the Company’s annual audit. A copy of the computations made by the Manager to calculate such installment shall thereafter promptly be delivered to the Board and, upon such delivery, payment of such installment of the Incentive Compensation shown therein shall be due and payable no later than the date which is five (5) Business Days after the date of delivery to the Board of such computations.

(e)       The Company shall have the right at the end of each calendar year to audit the Manager’s calculation of Management Fee and Incentive Compensation in accordance with the procedures set forth in Section 7(d) .

Section 7.          Expenses of the Company .

(a)      Subject to Section 7(b) , the Manager shall be responsible for the expenses related to any and all personnel of the Manager and its Affiliates who provide services to the Company pursuant to this Agreement (including each of the officers of the Company and its Subsidiaries and any directors of the Company who are also directors, officers, employees or agents of the Manager or any of their respective Affiliates), including salaries, bonus and other wages, payroll taxes and the cost of employee benefit plans of such personnel, and costs of insurance (other than insurance specifically required under this Agreement) with respect to such personnel (“ Manager Expenses ”).

(b)       The Company shall pay all of its costs and expenses and shall reimburse the Manager and its Affiliates for expenses of the Manager and its Affiliates incurred on behalf of the Company or any of its Subsidiaries in accordance with this Agreement other than Manager Expenses. The Manager shall not charge to the Company any expense reimbursable by the Company under this Section 7(b) or Section 7(f) to the extent that the Manager has actually received reimbursement for such expense from a third party, whether as part of the Renewable Energy Reimbursement, or otherwise, and nothing herein shall be construed to entitle the Manager to any reimbursement not provided for in this Section 7(b) or Section 7(f) . Without limiting the generality of the foregoing, it is specifically agreed that the following costs and expenses of the Company and any Subsidiary shall be paid by the Company and shall not be considered or covered by Manager Expenses and shall not be required to be paid by the Manager or Affiliates of the Manager:

(i)          all fees, costs and expenses associated with the formation and capital raising activities of the Company and any of its Subsidiaries, including the costs and expenses of (A) the preparation of the Company’s registration statements, and (B) any subsequent offerings and any filing fees and costs of being a public company, including filings with the SEC, the Financial Industry Regulatory Authority, Inc. and any National Securities Exchange (and any other exchange or over-the-counter market), among other such entities;

(ii)         all fees, costs and expenses in connection with the acquisition, negotiation, disposition, structuring, settling, financing, hedging and ownership (in each case, whether or not consummated) of the Company’s or any Subsidiary’s business or investments (including the Company Business), including fees, costs and expenses incurred in contracting with third parties to provide such services, such as legal fees, accounting fees, consulting fees, trustee fees, appraisal fees, insurance premiums, commitment fees, administrative fees, investment banking or brokerage fees and commissions and guaranty fees;

(iii)        reimbursements of fees, costs and expenses (to the extent such fees, costs and expenses would otherwise be reimbursable if incurred by the Manager or its Affiliates under this Section 7(b) ) of a sub-advisor, but subject to Section 2(c)(xi) and, with respect to sub-advisors who are Affiliates of the Manager, only to the extent approved as provided in Section 2(e) hereof;

(iv)        all legal, audit (including internal audit), accounting, consulting, investor relations, proxy solicitation, brokerage, listing, filing, custodian, transfer agent, rating agency, registration and other fees, costs and charges, printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, registration and stock exchange listing of the Company’s or any Subsidiary’s equity securities or debt securities;

(v)         all fees, costs and expenses relating to communications to holders of equity securities or debt securities issued by the Company or any Subsidiary and other third party services (including bookkeeping and other clerical services) utilized in maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies (including the SEC), including any costs of computer services in connection with this function, the costs payable by the Company to any transfer agent and registrar in connection with the listing and/or trading of the Company’s securities on any exchange, the fees payable by the Company to any such exchange in connection with its listing, the costs of preparing, printing and mailing certificates for such securities and proxy solicitation materials and reports to holders of the Company’s or any Subsidiary’s securities and the cost of any other reports or related statements to third parties;

(vi)        all fees, costs and expenses of money borrowed by the Company or any of its Subsidiaries, including principal, interest and the costs associated with the establishment and maintenance of any credit facilities, other financing arrangements, or other indebtedness of the Company and its Subsidiaries, if any (including commitment fees, accounting and legal fees, closing and other costs);

(vii)       all taxes and license fees applicable to the Company or any Subsidiary, including interest and penalties thereon;

(viii)      all fees paid to and expenses of third-party advisors and independent contractors, consultants, managers and other agents engaged by the Company, any Subsidiary or by the Manager for the account of the Company or any Subsidiary;

(ix)         all insurance costs incurred by the Company or any Subsidiary, including the cost of obtaining and maintaining (A) liability or other insurance to indemnify (1) the Manager, (2) the directors and officers of the Company, and (3) underwriters of any securities of the Company, (B) “errors and omissions” insurance coverage, and (C) any other insurance deemed necessary or advisable by the Board for the benefit of the Company and its directors and officers;

(x)          all compensation and fees paid to directors of the Company or any Subsidiary (excluding those directors who are also directors, officers, employees or agents of Manager, Hunt or any of their Affiliates), and all expenses of all directors of the Company or any Subsidiary incurred in their capacity as such;

(xi)         all third-party legal, compliance, accounting and auditing fees, costs and expenses and other similar services relating to the Company’s or any Subsidiary’s operations (including all quarterly and annual audit or tax fees, costs and expenses and including, for the avoidance of doubt, all fees, costs and expenses of any third party advisor or sub-advisor retained regarding the maintenance of the Company’s and its Subsidiaries’ exemption from regulation as an investment company under the Investment Company Act);

(xii)        all third-party legal, expert and other fees, costs and expenses relating to any actions, proceedings, lawsuits, demands, causes of action and claims, whether actual or threatened, made by or against the Company or any of its Subsidiaries, or which the Company or any Subsidiary is authorized or obligated to pay under applicable law or its Governing Agreements or by the Board;

(xiii)       subject to Section 8 below, any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Company or any Subsidiary, or against any trustee, director, partner, member or officer of the Company or any Subsidiary in his capacity as such for which the Company or any Subsidiary is required to indemnify such trustee, director, partner, member or officer by any court or governmental agency, or settlement of pending or threatened proceedings;

(xiv)      all travel and related expenses of directors, officers, managers, agents and employees of the Company, any of its Subsidiaries and the Manager, incurred in connection with attending meetings of the Board or holders of securities of the Company or any Subsidiary or performing other business activities that relate to the Company or any Subsidiary (including the Company Business), including travel and related expenses incurred in connection with the purchase, consideration for purchase, financing, refinancing, sale or other disposition of any investment or potential investment of the Company or any Subsidiary; provided , however , that the Company shall only be responsible for (A) a proportionate share of such expenses, as determined by the Manager in good faith, where such expenses were not incurred solely for the benefit of the Company, and (B) expenses incurred in accordance with the Company’s travel expense reimbursement policies;

(xv)       all expenses of organizing, modifying or dissolving the Company or any Subsidiary and costs preparatory to entering into a business or activity, or of winding up or disposing of a business activity of the Company or any of its Subsidiaries (including any activity relating to the Company Business);

(xvi)      all expenses relating to payments of dividends or interest or distributions in cash or any other form made or caused to be made by the Board to or on account of holders of the securities of the Company or any Subsidiary, including in connection with any dividend reinvestment plan or direct stock purchase plan;

(xvii)     all fees, costs and expenses related to (A) the design and maintenance of the Company’s or any Subsidiary’s web site or sites and (B) the Company’s allocable share of costs associated with technology-related expenses, including any computer software or hardware, electronic equipment or purchased information technology services from third-party vendors or Affiliates of the Manager that is used for the Company or any of its Subsidiaries, technology service providers and related software/hardware utilized in connection with the Company’s or any Subsidiary’s investment and operational activities;

(xviii)    all fees, costs and expenses incurred with respect to market information systems and publications, research publications and materials, and settlement, clearing and custodial fees and expenses; provided , however , that the Company shall only be responsible for a proportionate share of such expenses, as determined by the Manager in good faith, where such expenses were not incurred solely for the benefit of the Company or any of its Subsidiaries;

(xix)       all fees, costs and expenses incurred with respect to administering the Company’s or any Subsidiary’s equity incentive plans, if any;

(xx)        rent and other fees (including disaster recovery facilities costs and expenses) relating to office(s), telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the Manager and its Affiliates required for the Company’s or any Subsidiary’s operations; provided , however , that the Company shall only be responsible for a proportionate share of such expenses, as determined by the Manager in good faith, where such expenses were not incurred solely for the benefit of the Company;

(xxi)       the Company’s allocable share of the compensation including, without limitation, annual base salary, bonus, any related withholding taxes and employee benefits, paid to corporate finance, tax, accounting, internal audit, legal risk management, operations, compliance, and other non-investment personnel of the Manager or its Affiliates who spend all or a portion of their time managing the Company’s and/or its Subsidiaries’ affairs, including the Manager’s or its Affiliate’s personnel serving as the Company’s Chief Executive Officer and Chief Financial Officer, in each case, based on the percentage of his or her time spent managing the Company’s and/or its Subsidiaries’ affairs. The Company’s share of such costs shall be based upon the percentage of time devoted by such personnel of the Manager or its Affiliates to the Company’s and/or its Subsidiaries’ affairs, subject, however, to the following:

(1)         during each of the first two (2) years following the Effective Date, the amount reimbursable by the Company under this clause (xxi) shall be capped at $2,500,000 per year;

(2)         for each year beginning on or after the second anniversary of the Effective Date, the amount reimbursable by the Company under this clause (xxi) shall be capped at $3,500,000 per year until the Company’s GAAP Common Shareholders’ Equity exceeds $500,000,000, after which there shall be no cap on the amount reimbursable by the Company under this clause (xxi), provided that any cap for a prior period shall be pro-rated for any partial annual period through and including the calendar quarter in which the Company’s GAAP Common Shareholders’ Equity first exceeds $500,000,000;

(3)         commencing with the calendar quarter following the first calendar quarter in which the Company’s GAAP Common Shareholders’ Equity exceeds $500,000,000, the compensation paid to of the Manager’s or its Affiliate’s employee serving as the Company’s Chief Executive Officer shall constitute a Manager Expense and shall no longer be subject to reimbursement by the Company under this clause (xxi);

(4)         if, after the Company’s GAAP Common Shareholders’ Equity exceeds $500,000,000, the Company’s GAAP Common Shareholders’ Equity subsequently declines such that it no longer exceeds $500,000,000, the provisions set forth in sub-clauses (2) and (3) of this clause (xxi), as applicable, shall continue to apply as if the Company’s GAAP Common Shareholders’ Equity exceeds $500,000,000;

(5)         with respect to any expense reimbursable under this Section 7(b)(xxi) , the Manager shall be entitled to reimbursement for such expense from the Company under this Section 7(b)(xxi) only to the extent that the Manager has not actually received reimbursement for such expense from a third party; and

(xxii)      all other expenses actually incurred by the Manager or its Affiliates or their respective directors, officers, managers, employees, representatives or agents, or any Affiliates thereof, which are reasonably necessary for the performance by the Manager of its duties and functions under this Agreement (including any fees, costs or expenses relating to the Company’s or any Subsidiary’s compliance with all governmental and regulatory matters and reporting obligations).

(c)          Notwithstanding anything to the contrary set forth in this Agreement, the Manager shall be entitled to incur and pay fees, costs and expenses on behalf of the Company and/or any of its Subsidiaries, including any fees, costs and expenses described in Section 7(b) . Fees, costs and expenses described in Section 7(b) and incurred or paid by the Manager on behalf of the Company and/or any of its Subsidiaries shall be reimbursed quarterly to the Manager. The Manager shall prepare a written statement in reasonable detail documenting such costs and expenses of the Company and its Subsidiaries and those incurred by the Manager on behalf of the Company and its Subsidiaries during each quarter, and shall use commercially reasonable efforts to deliver such written statement to the Company within forty-five (45) days after the end of each applicable calendar quarter. The Manager may, at its option, elect not to seek reimbursement for certain expenses described in Section 7(b) during a given quarterly period, which determination shall not be deemed to constitute a waiver of reimbursement for similar expenses in future periods. The Company shall pay all amounts payable to the Manager pursuant to this Section 7(d) within five (5) Business Days after the receipt of the written statement without demand, deduction, offset or delay (unless those amounts are the subject of a good faith dispute); provided , that such payments may be offset by the Manager against amounts due to the Company from the Manager. Cost and expense reimbursement to the Manager shall be subject to adjustment at the end of each calendar year in connection with the annual audit of the Company as set forth in Section 7(d) . Notwithstanding the forty-five (45) day period described above, the Manager shall use commercially reasonable efforts to provide the Company with copies of all third-party bills and invoices expected to be included in the quarterly reimbursement no later than fifteen (15) days after the end of each calendar quarter.

(d)      The Company shall have the right, at its sole cost and expense, at the end of each calendar year, in connection with its annual audit, to audit the Manager’s calculation of reimbursable expenses, the Management Fee and the Incentive Compensation. The Manager agrees to make available to the Company and its representatives all books and records reasonably necessary for such audit. If the audit shows an overpayment by the Company, the Company will be entitled to a credit in the amount of such overpayment against future Management Fees and expense reimbursements. If the amount of the overpayment exceeds 110% of the amounts paid by the Company to the Manager for such calendar year, the Company shall also be entitled to a one-time payment equal to ten percent (10%) of the overpayment. If the audit shows a shortfall, the Company shall promptly pay the shortfall to Manager.

(e)       Where this Section 7 provides for an allocation of costs among the Company and Hunt or others, the Company shall be entitled to be treated on a substantially as favorable a basis as any other Person to whom such costs are allocated.

(f)       The Manager shall be entitled to the Renewable Energy Reimbursements. The Company shall pay all Renewable Energy Reimbursements payable to the Manager pursuant to this Section 7(f) within five (5) Business Days after the receipt by the Company of such amounts, in each case without demand, deduction, offset or delay; provided , that such payments may be offset by the Manager against amounts due to the Company from the Manager.

(g)       Although the parties do not generally expect that the Company will directly pay any Manager expense and the Company is not authorized hereunder to do so, in the event the Company does so, the Manager shall reimburse the Company for the documented amount expended, or provide a credit on the Management Fee for the amount expended solely to the extent that any such paid Manager expenses are not expenses for which the Manager would be reimbursed hereunder.

(h)       The provisions of this Section 7 shall survive the expiration or earlier termination of this Agreement to the extent such expenses have previously been incurred or are incurred in connection with such expiration or termination.

Section 8.           Limits of the Manager’s Responsibility; Indemnification .

(a)       The Manager assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith and shall not be responsible for any action of the Board in following or declining to follow any advice or recommendations of the Manager, including as set forth in the Investment Guidelines. To the fullest extent permitted by law, the Manager, Hunt and their respective Affiliates, including their respective directors, officers, employees, managers, trustees, control persons, partners, stockholders, and equity holders, will not be liable to the Company, any Subsidiary, the Board, the Company’s equity holders or any Subsidiary’s equity holders or partners for any acts or omissions by the Manager, its Affiliates, Hunt or any of their respective directors, officers or employees performed in accordance with and/or pursuant to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim, by the enforcement of any judgment or assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise, except by reason of acts or omissions constituting bad faith, Fraud, willful misconduct, gross negligence or reckless disregard of their respective duties under this Agreement. The Company shall, to the full extent lawful, reimburse, indemnify and hold harmless the Manager, Hunt, their respective Affiliates and its and their respective directors, officers, employees, agents, managers, members, trustees, control persons, partners, stockholders and equity holders (each, a “ Manager Indemnified Party ”), of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees) (collectively “ Losses ”) in respect of or arising from any acts or omissions of such Manager Indemnified Party performed in good faith under this Agreement and not constituting bad faith, Fraud, willful misconduct, gross negligence or reckless disregard of duties of such Manager Indemnified Party under this Agreement. In addition, no Manager Indemnified Party will be liable for trade errors that may result from ordinary negligence, including errors in the investment decision making process and/or in the trade process.

(b)      The Manager shall, to the full extent lawful, reimburse, indemnify and hold harmless the Company, its Subsidiaries and the directors, officers and employees of the Company and its Subsidiaries and each Person, if any, controlling the Company (each, a “ Company Indemnified Party ”; a Manager Indemnified Party and a Company Indemnified Party are each sometimes hereinafter referred to as an “ Indemnified Party ”) of and from any and all Losses in respect of or arising from (i) any acts or omissions of the Manager constituting bad faith, Fraud, willful misconduct, gross negligence or reckless disregard of duties of the Manager under this Agreement or (ii) any claims by the Manager’s or its Affiliate’s employees relating to the terms and conditions of their employment by the Manager or its Affiliate. Notwithstanding the foregoing, (A) in no event shall the Manager be liable to any Company Indemnified Party for (1) any indirect, special, incidental or consequential damages, including lost profits or savings, whether or not such damages are foreseeable (except, subject to the following clause (2), in the case of claims by third parties), or (2) any claims (whether derivative or direct and whether based in contract, tort, by statute or otherwise) of any holder of any equity or other ownership interest in the Company or any of its Subsidiaries, relating to services to be provided by the Manager hereunder and (B) the aggregate liability of the Manager pursuant to this Section 8 shall in no event exceed the aggregate amount of the Management Fees and Incentive Compensation paid to and received by the Manager at the time a Company Indemnified Party submits a Claim for indemnification against the Manager in accordance with the terms of this Agreement; provided , that, to the extent the Manager is liable to a Company Indemnified Party pursuant to this Section 8 during the first twelve (12) months of this Agreement, the aggregate liability of the Manager in connection with such Claim shall not exceed the greater of (x) $3.5 million and (y) the aggregate amount of the Management Fees and Incentive Compensation payable to the Manager during such twelve (12)-month period, and the Manager’s obligations with respect to any such Claim shall be satisfied by offset against such Management Fees and Incentive Compensation.

(c)      In case any such claim, suit, action, investigation or proceeding (a “ Claim ”) is brought against any Indemnified Party in respect of which indemnification may be sought by such Indemnified Party pursuant hereto, the Indemnified Party shall give prompt written notice thereof to the indemnifying party, which notice shall include all documents and information in the possession of or under the control of such Indemnified Party reasonably necessary for the evaluation and/or defense of such Claim and shall specifically state that indemnification for such Claim is being sought under this Section 8 ; provided , however , that the failure of the Indemnified Party to so notify the indemnifying party shall not limit or affect such Indemnified Party’s rights pursuant to this Section 8 unless the failure to provide such notice results in material prejudice to the indemnifying party. Upon receipt of such notice of Claim (together with such documents and information from such Indemnified Party), the indemnifying party shall, at its sole cost and expense, in good faith control and defend any such Claim (including any settlement thereof) with counsel reasonably satisfactory to such Indemnified Party, which counsel may, without limiting the rights of such Indemnified Party pursuant to the next succeeding sentence of this Section 8 , also represent the indemnifying party in such Claim. In the alternative, such Indemnified Party may elect to conduct the defense of the Claim, if (i) such Indemnified Party reasonably determines that the conduct of its defense by the indemnifying party could be materially prejudicial to its interests, (ii) the indemnifying party refuses to assume such defense (or fails to give written notice to the Indemnified Party within ten (10) days of receipt of a notice of Claim that the indemnifying party assumes such defense), or (iii) the indemnifying party shall have failed, in such Indemnified Party’s reasonable judgment, to defend the Claim in good faith. The indemnifying party may settle any Claim against such Indemnified Party, provided (A) such settlement is without any Losses (including equitable relief) whatsoever to such Indemnified Party, (B) the settlement does not include or require any admission of liability or culpability by such Indemnified Party and (C) the indemnifying party obtains an effective written release of liability for such Indemnified Party from the party to the Claim with whom such settlement is being made, which release must be reasonably acceptable to such Indemnified Party, and a dismissal with prejudice with respect to all claims made by the party against such Indemnified Party in connection with such Claim. Subject to the immediately prior sentence, the applicable Indemnified Party shall reasonably cooperate with the indemnifying party, at the indemnifying party’s sole cost and expense, in connection with the defense or settlement of any Claim in accordance with the terms hereof. If such Indemnified Party is entitled pursuant to this Section 8 to elect to defend such Claim by counsel of its own choosing and so elects, then the indemnifying party shall be responsible for any good faith settlement of such Claim entered into by such Indemnified Party. Except as provided in the immediately preceding sentence, no Indemnified Party may pay or settle any Claim and seek reimbursement therefor under this Section 8 .

(d)      Any Indemnified Party entitled to indemnification hereunder shall first seek recovery from any other indemnity then available with respect to any applicable insurance policies by which such Indemnified Party is indemnified or covered prior to seeking recovery hereunder and shall obtain the written consent of the Company or Manager (as applicable) prior to entering into any compromise or settlement which would result in an obligation of the Company or Manager (as applicable) to indemnify such Indemnified Party. If such Indemnified Party shall actually recover any amounts under any applicable insurance policies or other indemnity then available, it shall offset the net proceeds so received against any amounts owed by the Company or Manager (as applicable) by reason of the indemnity provided hereunder or, if all such amounts shall have been paid by the Company or Manager (as applicable) in full prior to the actual receipt of such net insurance proceeds, it shall pay over such proceeds (up to the amount of indemnification paid by the Company or Manager (as applicable) to such Indemnified Party) to the Company or Manager (as applicable). If the amounts in respect of which indemnification is sought arise out of the conduct of the business and affairs of the Company or Manager and also of any other Person or entity for which the Indemnified Party hereunder was then acting in a similar capacity, the amount of the indemnification to be provided by the Company or Manager (as applicable) may be limited to the Company’s or Manager’s (as applicable) allocable share thereof as determined by the Company or Manager (as applicable) in good faith. Notwithstanding anything to the contrary in this Section 8 and for greater certainty, it is understood and/or agreed that the Company’s or Manager’s (as applicable) obligation, if any, to indemnify any Indemnified Party shall be reduced by any amount that such Indemnified Party shall collect as indemnification from any then available insurance policies, which the Indemnified Party shall have an obligation to seek payment from prior to seeking payment from the Company or Manager in respect of such Claims, and if the Company or Manager pays or causes to be paid any amounts that should have been paid under such insurance policies, then the Company or Manager (as applicable) shall be fully subrogated to all rights of the relevant Indemnified Party with respect to such payment and shall be entitled to recover under such policy up to the amount owed or paid by the Company or Manager (as applicable) to the Indemnified Party.

(e)      The provisions of this Section 8 shall survive the expiration or earlier termination of this Agreement.

Section 9.           No Joint Venture . The Company and the Manager are not partners or joint venturers with each other by virtue of this Agreement and nothing herein shall be construed to make them such partners or joint venturers or impose any liability as such on either of them.

Section 10.        Term; Renewal; Termination Without Cause .

(a)      This Agreement became effective on the Effective Date and shall continue in operation, unless terminated in accordance with the terms hereof, until December 31, 2022 (the “ Initial Term ”). After the Initial Term, this Agreement shall be deemed renewed automatically for additional two (2)-year periods (each, an “ Automatic Renewal Term ”) unless the Company or the Manager elects not to renew this Agreement in accordance with Section 10(b) or Section 10(c) , respectively.

(b)      Notwithstanding any other provision of this Agreement to the contrary, upon the expiration of the Initial Term or any Automatic Renewal Term and upon twelve (12) months prior written notice to the Manager (the “ Termination Notice ”), the Company may, without cause, in connection with the expiration of the Initial Term or the then current Automatic Renewal Term, decline to renew this Agreement (any such nonrenewal, a “ Termination Without Cause ”) upon the affirmative vote of a majority of the Independent Directors. In the event of a Termination Without Cause, the Company shall pay the Manager the Termination Fee on or before the last day of the Initial Term or applicable Automatic Renewal Term, as the case may be (the “ Effective Termination Date ”). The Company may terminate this Agreement for cause pursuant to Section 12 hereof even after a Termination Notice and, in such case, no Termination Fee shall be payable.

(c)      No later than twelve (12) months prior to the expiration of the Initial Term or the then current Automatic Renewal Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention to decline to renew this Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the expiration date of the then current term. The Company shall not be required to pay the Manager any Termination Fee if the Manager terminates this Agreement pursuant to this Section 10(c) .

(d)      Except as set forth in this Section 10 , a nonrenewal of this Agreement pursuant to this Section 10 shall be without any further liability or obligation of either party to the other, except as provided in Section 3(b) , Section 5 , Section 7 , Section 8 and Section 14 of this Agreement.

(e)      Prior to the Effective Termination Date, the Manager shall cooperate, at the Company’s expense, with the Company in executing an orderly transition of the management of the Company’s consolidated assets to a new manager or to the Company, as the Company may elect.

Section 11.        Assignments .

(a)       Assignments by the Manager . This Agreement shall terminate automatically without payment of the Termination Fee in the event of its assignment, in whole or in part, by the Manager, unless such assignment is consented to in writing by the Company and with the consent of a majority of the Independent Directors. The failure of the Persons set forth on Schedule 11(a) to, in the aggregate, directly or indirectly, own fifty-one percent (51%) of the equity interests of the Manager or its ultimate parent entity, shall be deemed an assignment hereunder requiring such consent. Any such permitted assignment by the Manager shall bind the assignee under this Agreement in the same manner as the Manager is bound, and the Manager shall be liable to the Company for all acts or omissions of the assignee under any such assignment. In addition, the assignee shall execute and deliver to the Company a counterpart of this Agreement naming such assignee as the Manager. Notwithstanding the foregoing, the Manager may, at any time without the approval of the Company and without the approval of the Company’s Independent Directors, (i) assign this Agreement to one or more Affiliates of the Manager or Hunt and (ii) delegate to one or more of its Affiliates, including Affiliate sub-advisors approved under Section 2(e) , the performance of any of its responsibilities hereunder so long as it remains liable for any such Affiliate’s performance, in each case, so long as such assignment or delegation does not require the Company’s approval under the Investment Company Act or the Company’s consent under the Investment Advisers Act (but if such approval or consent is required, the Company shall not unreasonably withhold, condition or delay its consent). Nothing contained in this Agreement shall preclude any pledge, hypothecation or other transfer of any amounts payable to the Manager under this Agreement.

(b)       Assignments by the Company . This Agreement shall not be assigned by the Company without the prior written consent of the Manager, and the failure to obtain such prior written consent will result in the Manager having the right to terminate this Agreement in its sole discretion. Any permitted assignment shall bind the assignee under this Agreement in the same manner as the Company is bound under this Agreement. For the avoidance of doubt, the merger, consolidation or similar reorganization of the Company shall be deemed an assignment of this Agreement by the Company upon which the Manager may terminate this Agreement and shall receive the Termination Fee; provided , however , that in connection with such termination, the Company shall not be required to pay the Termination Fee if such assignment, merger, consolidation or similar reorganization of the Company does not cause the Company to become privately held or otherwise result in the delisting of the Common Shares from any applicable National Securities Exchange.

Section 12.        Termination for Cause .

(a)      The Company may terminate this Agreement effective upon ninety (90) days’ prior written notice of termination from the Company to the Manager, without payment of any Termination Fee, upon the occurrence of a Cause Event.

(b)      The Manager may terminate this Agreement effective upon ninety (90) days’ prior written notice of termination to the Company in the event that the Company shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of thirty (30) days in the case of a payment default and ninety (90) days in the case of any other default after written notice thereof specifying such default and requesting that the same be remedied in such thirty (30)-day or ninety (90)-day period. The Company is required to pay to the Manager the Termination Fee if the termination of this Agreement is made pursuant to this Section 12(b) .

(c)      The Manager may terminate this Agreement if the Company becomes required to register as an investment company under the Investment Company Act, with such termination deemed to occur immediately before such event, in which case the Company shall not be required to pay the Termination Fee.

Section 13.         Action Upon Termination . From and after the effective date of termination of this Agreement pursuant to Sections 10 , 11 , or 12 of this Agreement, the Manager shall not be entitled to compensation for further services hereunder, but shall be paid all compensation accruing to the date of termination and, if terminated pursuant to Section 12(b) hereof or not renewed pursuant to Section 10(b) hereof, the Termination Fee as set forth in the applicable Section. Upon any such termination, the Manager shall forthwith:

(a)      after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled, pay over to the Company or a Subsidiary all money collected and held for the account of the Company or a Subsidiary pursuant to this Agreement;

(b)     deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board with respect to the Company and any Subsidiaries through the Effective Termination Date; and

(c)      deliver to the Board all property and documents of the Company and any Subsidiaries then in the custody of the Manager, provided that the Manager shall be permitted to retain copies of such documents for its records, and if so retained, the Manager shall continue to be bound by the confidentiality obligations and other obligations set forth in Section 5 hereof with respect to the retained documents.

Section 14.          Release of Money or Other Property Upon Written Request . The Manager agrees that any money or other property of the Company (which such term, for the purposes of this Section 14 , shall be deemed to include any and all of its Subsidiaries, if any) shall be held in the name of the Company or any Subsidiary, and in the case of securities and funds of the Company, shall be maintained by a qualified custodian in the name of the Company or any Subsidiary in accordance with applicable law. The Manager shall not be liable to the Company, the Board, or the Company’s equity holders or partners for any acts or omissions by the custodian in connection with the money or other property held by such custodian(s) in accordance with this Section 14 . The Company shall indemnify the Manager and each other Manager Indemnified Party against any and all Losses which arise in connection with the Manager’s or such Manager Indemnified Party’s proper release or direction of such money or other property to the Company’s custodian(s) in accordance with the terms of this Section 14 . Indemnification pursuant to this provision shall be in addition to any right of the Manager and each other Manager Indemnified Party to indemnification under Section 8 of this Agreement.

Section 15.        Representations and Warranties .

(a)      The Company hereby represents and warrants to the Manager as follows:

(i)          Each of the Company and each Subsidiary thereof, if any, is organized or incorporated, as applicable, validly existing and in good standing under the laws of the state of its organization, formation or incorporation, as applicable, has the limited liability company, corporate or partnership power and authority, as applicable, and the legal right to own and operate its assets, to lease any property it may operate as lessee and to conduct the business in which it is now engaged and is duly qualified as a foreign limited liability company, corporation or partnership, as applicable, and in good standing under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except for failures to be so qualified, authorized or licensed that could not in the aggregate have a material adverse effect on the business operations, assets or financial condition of the Company and its Subsidiaries, if any, taken as a whole.

(ii)         The Company has the limited liability company power and authority and the legal right to make, deliver and perform this Agreement and all obligations required hereunder and has taken all necessary limited liability company action to authorize this Agreement on the terms and conditions hereof and the execution, delivery and performance of this Agreement and all obligations required hereunder. No consent of any other Person that has not already been obtained, including equity holders and creditors of the Company, and no license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required by the Company or any Subsidiary thereof in connection with this Agreement or the execution, delivery, performance, validity or enforceability of this Agreement and all obligations required hereunder. This Agreement has been, and each instrument or document required hereunder will be, executed and delivered by a duly authorized officer of the Company, and this Agreement constitutes, and each instrument or document required hereunder when executed and delivered hereunder will constitute, the legally valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.

(iii)        The execution, delivery and performance of this Agreement and the documents or instruments required hereunder will not violate any provision of any existing law or regulation binding on the Company or any Subsidiary thereof, or any order, judgment, award or decree of any court, arbitrator or governmental authority binding on the Company or any Subsidiary thereof, or the Governing Agreements of, or any securities issued by, the Company or any Subsidiary thereof, or of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which the Company or any Subsidiary thereof is a party or by which the Company or any Subsidiary thereof or any of their respective assets may be bound, the violation of which would have a material adverse effect on the business operations, assets or financial condition of the Company and its Subsidiaries, if any, taken as a whole, and will not result in, or require, the creation or imposition of any lien on any of its property, assets or revenues pursuant to the provisions of any such mortgage, indenture, lease, contract or other agreement, instrument or undertaking.

(b)      The Manager hereby represents and warrants to the Company as follows:

(i)          The Manager is duly organized, validly existing and in good standing under the laws of the State of Delaware, has the limited liability company power and authority and the legal right to conduct the business in which it is now engaged and is duly qualified as a foreign limited liability company and in good standing under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except for failures to be so qualified, authorized or licensed that could not in the aggregate have a material adverse effect on the business operations, assets or financial condition of the Manager.

(ii)         The Manager has the limited liability company power and authority and the legal right to make, deliver and perform this Agreement and all obligations required hereunder and has taken all necessary limited liability company action to authorize this Agreement on the terms and conditions hereof and the execution, delivery and performance of this Agreement and all obligations required hereunder. No consent of any other Person, including members and creditors of the Manager, and no license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required by the Manager in connection with this Agreement or the execution, delivery, performance, validity or enforceability of this Agreement and all obligations required hereunder. This Agreement has been, and each instrument or document required hereunder will be, executed and delivered by a duly authorized officer of the Manager, and this Agreement constitutes, and each instrument or document required hereunder when executed and delivered hereunder will constitute, the legally valid and binding obligation of the Manager, enforceable against the Manager in accordance with its terms.

(iii)        The execution, delivery and performance of this Agreement and the documents or instruments required hereunder will not violate any provision of any existing law or regulation binding on the Manager, or any order, judgment, award or decree of any court, arbitrator or governmental authority binding on the Manager, or the Governing Agreements of, or any securities issued by the Manager or of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which the Manager is a party or by which the Manager or any of its assets may be bound, the violation of which would have a material adverse effect on the business operations, assets or financial condition of the Manager, and will not result in, or require, the creation or imposition of any lien on any of its property, assets or revenues pursuant to the provisions of any such mortgage, indenture, lease, contract or other agreement, instrument or undertaking.

Section 16.        Miscellaneous .

(a)       Notices . Any notices that may or are required to be given hereunder by any party to another shall be deemed to have been duly given if (i) personally delivered or delivered by facsimile, when received, (ii) sent by United States Express Mail or recognized overnight courier, on the second following Business Day (or third following Business Day if mailed outside the United States), or (iii) delivered by electronic mail upon confirmation of transmission:

The Company:

MMA Capital Management, LLC
3600 O'Donnell Street, Suite 600
Baltimore, Maryland 21224

with a copy to:

MMA Capital Management, LLC
c/o Charlesmead Advisors, LLC
800 N. Charles Street Suite 201
Baltimore, Maryland 21201

Attention: Frank Gallagher, Chairman

Email: fgallagher@charlesmead.com

and

Gallagher Evelius & Jones LLP
218 North Charles Street, Suite 400
Baltimore, Maryland 21201

The Manager:

Hunt Investment Management, LLC
980 North Michigan Avenue, Suite 1150
Chicago, Illinois 60611
Attention: Kara E. Harchuck, General Counsel
Facsimile: 312-799-3909
Email: kara.harchuck@huntcompanies.com

with a copy to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064

Ross A. Fieldston

rfieldston@paulweiss.com

(212) 492-0075

(b)       Binding Nature of Agreement; Successors and Assigns; No Third Party Beneficiaries . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, permitted successors and permitted assigns as provided herein. Except for Section 3 and Section 8 , none of the provisions of this Agreement are intended to be, nor shall they be construed to be, for the benefit of any third party.

(c)       Integration . This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.

(d)       Amendments . Neither this Agreement, nor any terms hereof, may be amended, supplemented or modified except in an instrument in writing executed by the parties hereto.

(e)       GOVERNING LAW . THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW THAT WOULD RESULT IN THE APPLICATION OF LAW OTHER THAN LAW OF THE STATE OF NEW YORK. EXCEPT AS SPECIFICALLY PROVIDED IN THE DEFINITION OF “CONSUMER PRICE INDEX,” EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES DISTRICT COURT FOR ANY DISTRICT WITHIN SUCH STATE FOR THE PURPOSE OF ANY ACTION OR JUDGMENT RELATING TO OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND TO THE LAYING OF VENUE IN SUCH COURT.

(f)        WAIVER OF JURY TRIAL . EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

(g)       Survival of Representations and Warranties . All representations and warranties made hereunder, and in any document, certificate or statement delivered pursuant hereto or in connection herewith, shall survive the execution and delivery of this Agreement.

(h)       No Waiver; Cumulative Remedies . No failure to exercise and no delay in exercising, on the part of a party hereto, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

(i)        Costs and Expenses . Each party hereto shall bear its own costs and expenses (including the fees and disbursements of counsel and accountants) incurred in connection with the negotiations and preparation of and the closing under this Agreement, and all matters incident thereto.

(j)        Section Headings . The section and subsection headings in this Agreement are for convenience in reference only and shall not be deemed to alter or affect the interpretation of any provisions hereof.

(k)       Counterparts . This Agreement may be executed by the parties to this Agreement on any number of separate counterparts (including by facsimile), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

(l)        Severability . Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, each of the parties hereto has executed this Management Agreement as of the date first written above.

[ Signature Page to Management Agreement ]

Exhibit 10.5

Execution Version

PURCHASE AND SALE AGREEMENT

This PURCHASE AND SALE AGREEMENT (this “Agreement”) dated as of the 8th day of January, 2018, among Charles M. Pinckney, LLC; Johnson Holdings, LLC; and Morrison Grove CS Venture Partner, Inc. (collectively, the “MGM Principals” or “Sellers”); MMA Capital Management, LLC (“MMAC”, and together with its successors and permitted assigns, “Buyer”), recites and provides as follows:

RECITALS:

A.          A Limited Liability Company Agreement dated as of October 8, 2014 (the “LLC Agreement”) currently governs Morrison Grove Management, LLC, a Delaware limited liability company (the “Company”).

B.          The MGM Principals own and will continue to own until Closing (as defined herein) all of the issued and outstanding membership interests in the Company (the “Membership Interests”).

C.          MMA Financial, Inc., (“Financial”), a subsidiary of Buyer, has an option (“Option”) to purchase all of the Membership Interests.  The current terms of the Option are set forth in an Amended and Restated Purchase Option Agreement dated as of June 24, 2015 (the “Option Agreement”).  The Option Agreement shall be terminated upon the execution of this Agreement, subject to reinstatement as and when provided herein

D.          MG Woodside, LLC, an affiliate of the MGM Principals, owns all of the general partnership interest (“Woodside GP Interest”) in OHC/Woodside, LTD, a Texas limited partnership (“Woodside’) and will own the Woodside Senior Capital Advance Note (“WSCA Note”).  As part of this Agreement, the MGM Principals will cause their affiliate to consummate the transfers described in Section 1.3.

E.           Simultaneously with the execution of this Agreement, Hunt FS Holdings II, LLC, a Delaware limited liability company, together with its affiliates ("Hunt") will acquire certain assets of Buyer (the “Hunt Transaction”).  Buyer shall have the right to assign its rights and obligations under this Agreement to Hunt, subject to the conditions and limitations below.  The Sellers will allow the Buyer to designate Hunt to acquire the Membership Interests, subject to the terms, conditions and limitations set forth in this Agreement.

F.           This Agreement also provides for a consulting agreement between the Sellers and Buyer, to ensure a smooth transition in the management and operations of the Company, as well as other ancillary agreements all on the terms and conditions set forth herein.  

NOW, THEREFORE, for and in consideration of the premises, the mutual covenants and agreements set forth herein, and in reliance on the representations and warranties contained herein, the parties hereto hereby agree as follows:

1.            Purchase and Sale; Purchase Price .

1.1          Purchase and Sale of the Membership Interests .   Subject to the terms and conditions of this Agreement, at the Closing, Sellers shall sell, transfer, convey, assign, set over and deliver all of the Membership Interests to Buyer, and Buyer agrees to purchase the Membership Interests.  

1.2          Purchase Price .

1.2.1       The aggregate purchase price for the Membership Interests (the “Purchase Price”) shall be Fifteen Million Eight Hundred Thousand Dollars ($15,800,000), subject to the prorations and adjustments provided herein, and shall be paid as follows:

1.2.1.1    Cash .  Five Million and No/100 Dollars ($5,000,000) shall be payable in cash, by wire transfer or in other immediately available funds at Closing, unless Hunt is the purchaser at Closing, in which case Section 1.2.1.4 shall apply.

1.2.1.2    Notes .  The remaining Purchase Price shall be paid at Closing in the form of promissory notes from Buyer to each Seller (the “Notes”).   Five Million and No/100 Dollars ($5,000,000) of the Notes shall be in the form attached hereto as Exhibit 1.2.1-A (the “Eight Year Notes”).  The remaining Notes shall be in the form attached hereto as Exhibit 1.2.1-C (the “MMA Seven Year Notes”). The Notes will include the following basic terms:

1.2.1.2.1     Interest.   Interest shall accrue on the principal at a rate equal to 5% per annum.

1.2.1.2.2     Payment/Term/Eight-Year Notes.   From the date of Closing until December 31, 2018, interest only shall be due and payable quarterly on the last day of each calendar quarter on the Eight Year Notes.  Thereafter, in addition to quarterly installments of accrued interest, the following aggregate quarterly installments of principal shall be due and payable on the last day of each calendar quarter:  $500,000 shall be due and payable each quarter of calendar year 2019; $50,000 shall be due and payable each quarter of calendar years 2020-2024; and $500,000 shall be due and payable each quarter of calendar year 2025.

1.2.1.2.3     Payment/Term/MMA and Hunt Seven Year Notes .  From the date of Closing until December 31, 2019, interest only shall be due and payable quarterly on the last day of each calendar quarter on the MMA and Hunt Seven Year Notes.  Thereafter, in addition to quarterly installments of accrued interest, the MMA and Hunt Seven Year Notes shall be paid in equal quarterly installments of principal on the last day of each calendar quarter, sufficient to fully amortize the loan over the remaining 5 years of the term. 

1.2.1.2.4     Amortization Catch-up .  In the event that Closing occurs after principal payments would have been due under any given Note, as provided in Sections 1.2.1.2.2 and 1.2.1.2.3  above, such amounts shall be added to the cash payable at Closing and the applicable Notes shall be modified accordingly.

1.2.1.2.5     Collateral .  The MMA Seven Year Notes shall be secured by a first priority lien on the Membership Interests.  The pledge agreement granting such first priority lien shall prohibit (i) additional debt of the Company, and (ii) distributions to the Company’s members, without the prior written consent of the Sellers, consent not to be unreasonably withheld, unless there is a default under one of the Notes.

1.2.1.3     Assignment of Notes .  The Notes will be fully assignable by Sellers and shall be in such amounts as Sellers may direct, subject to Section 1.2.1.2.  

1.2.1.4    Hunt as Buyer .  If Hunt is the Buyer at Closing, the following shall apply.

1.2.1.4.1     Payment .  Hunt shall deliver to Sellers seven year notes in the form attached hereto as Exhibit 1.2.1-B in an aggregate principal amount equal to the Purchase Price (the “Hunt Seven Year Notes”).  Concurrently therewith, MMAC shall purchase Ten Million Dollars ($10,000,000) in aggregate principal amount of such Notes from Sellers.  MMAC shall purchase such Notes for Five Million Dollars ($5,000,000) in cash and Five Million Dollars ($5,000,000), in the aggregate, in the form of one or more Eight Year Notes from MMAC payable to Sellers in such principal amounts as Sellers may direct and such purchase shall be a condition of Closing for the Sellers.  Alternatively, for administrative convenience, the parties may agree that at the Closing (a) Hunt shall execute and deliver an allonge increasing by Ten Million Dollars ($10,000,000) the outstanding principal amount of the note provided by Hunt as Maker to Financial as Payee in connection with the closing of the Hunt Transaction, (b) Hunt shall execute and deliver to Sellers one or more Hunt Seven Year Notes (as Sellers may direct) for the balance of the Purchaser Price in excess of Ten Million Dollars ($10,000,000) and (c) MMAC will pay Sellers Five Million Dollars ($5,000,000) in cash and Five Million Dollars ($5,000,000) in an Eight Year Note.

1.2.1.4.2     Loan Documents .  The Notes made by Hunt shall be subject to a limited guaranty by Hunt Companies, Inc. of certain bad acts. The form of the Guaranty is attached hereto as Exhibit 1.2.1.4 .  The Guaranty and the additional documents attached hereto as Exhibit 1.2.1.4 , further evidencing and securing the Hunt Notes are referred to herein as the “Loan Documents”.  The Notes made by Hunt, including the Woodside Note, as defined below, if applicable, will be secured, pari passu , with the same guaranties and collateral securing the repayment to Financial of the purchase price under the Hunt Transaction and the Loan Documents shall so provide.

1.2.1.4.3     Collateral .  The collateral in the event Hunt closes shall not include the Membership Interests.

1.2.1.5    Follow on Closing .  In the event that MMAC or an affiliate is the Buyer, and Hunt subsequently acquires the Membership Interests from such Buyer (the “Subsequent Closing”), Sellers agree, if so requested by MMAC, (a) to reduce the total amount of the Buyer Notes at such Subsequent Closing to an aggregate principal amount of $5,000,000, (b) to release the collateral described in Section 1.2.1.2.5, and (c) to accept promissory notes from Hunt in an aggregate amount equal to the Purchase Price minus $10,000,000 in the form of the Hunt Seven Year Notes attached hereto as Exhibit 1.2.1-B subject to Sections 1.2.1.4.2 and 1.2.1.4.3, which obligation of Sellers is conditioned on also receiving the Loan Documents.  

1.3          Woodside .  Simultaneously with the execution of this Agreement, Buyer and MG Woodside, LLC will execute a Transfer Agreement for the transfer of the Woodside GP Interest and the WSCA Note in the form of Exhibit 1.3 (the “Transfer Agreement”).  Pursuant to the Transfer Agreement, the Woodside GP Interest and the WSCA Note will be transferred to Buyer and Buyer will pay the aggregate purchase price of Four Million Five Hundred Thousand Dollars ($4,500,000) with a note at Closing (the “Woodside Note”). The Woodside Note shall be in the same form as the MMA Seven Year Notes or the Hunt Seven Year Notes, as applicable.  Repayment of the Woodside Note will be secured by the Membership Interests if MMAC or an affiliate is the Buyer and by the membership interests in Hunt FS Holdings II, LLC if Hunt is the Buyer.

1.4          Joint Investment Agreement .  Sellers shall enter into a joint investment agreement (the “Joint Investment Agreement”) with the Buyer in the form attached hereto as Exhibit 1.4 .

1.5          Staffing Agreement .  Concurrently with the execution and delivery of this Agreement, the Company and Morrison Grove CS Venture Partner, Inc. (“CSVPI”) shall enter into an agreement (the “Staffing Agreement”), pursuant to which Jason Kessler (“Kessler”) and Adam Cohen (“Cohen”), as employees of CSVPI, will provide to the Company certain “Services”, as defined therein. The Staffing Agreement will be executed concurrent with the execution of this Agreement, but will take effect upon Closing under this Agreement and will terminate on September 30, 2018. A copy of the Staffing Agreement is attached hereto as Exhibit 1.5 .  The MGM Principals will also negotiate with Kessler and Cohen to retain them full-time under their employment agreements with the MGM Principals’ affiliates after the expiration of the Staffing Agreement.  Kessler and Cohen, as employees of CSVPI, have participated in the management of certain assets for PSP Investments and their affiliates (the “PSP Assets”).  Kessler and Cohen shall continue in this role, entirely outside the Staffing Agreement as part of their 10% time allocation to the MGM Principals, and the Company shall have no responsibility for the management of the PSP Assets.

1.6          Transactions before Closing; Excluded Property .

1.6.1      The parties acknowledge that the Company is the borrower under a loan (the “Senior Loan”) in the amount of $9,000,000 from MGM Financial, LLC, an affiliate of the MGM Principals.  Repayment of the Senior Loan is secured by the assets of the Company.  Simultaneously with or prior to the execution of this Agreement, Financial will acquire the Senior Loan at par pursuant to the Note and Asset Purchase Agreement, which is attached hereto as Exhibit 1.6.1 , and the purchase of the Senior Loan will not cause any adjustment to the Purchase Price or the other terms of this Agreement.

1.6.2      The Company currently occupies the office condominium at 900 W. Platt Street, Suite 200, Tampa, Florida 33606 (the “Condominium”).  The Condominium was purchased using the proceeds of a Note, dated August 31, 2015, from the Company to Financial in the original face amount of $449,000 (the “Condominium Note”).  Simultaneously with the execution of this Agreement, the MGM Principals will purchase the Condominium Note from Financial for $437,045.69 plus accrued interest, if any, and the Company will make payments under the Note to the MGM Principals thereafter.  On the sooner of the date of the Closing or fifteen (15) days after written notice by the MGM Principals to the Company, the MGM Principals will close on the acquisition of the Condominium from the Company pursuant to the form of contract which is attached hereto as Exhibit 1.6.2 (the “Condominium Contract”).  At the closing on the Condominium (the “Condominium Sale”), the Company will convey the Condominium to the MGM Principals or to the person or entity the MGM Principals may designate, in consideration for the termination/cancellation of the Condominium Note.  The third-party costs of the Condominium Sale shall be allocated according to local custom and each party will pay its own legal fees.    The Put-Call Agreement among MGM, Financial and the MGM Principals, dated as of August 31, 2015 is hereby cancelled.

1.6.3       Contemporaneously with the Condominium Sale, the Company will execute a joint occupancy agreement in the form attached hereto as Exhibit 1.6.3 , pursuant to which the Company will be allowed to cohabitate with the MGM Principals and their affiliates in the Condominium for a rent of $4,000 per month, plus all expenses associated with the use and occupancy of the Condominium. The joint occupancy agreement shall expire on September 30, 2018.  The joint occupancy agreement shall be assignable by the MGM Principals to the party taking title to the Condominium, but not by Buyer (except as permitted under Section 9).  The provisions of this Section 1.6.3 shall survive Closing or the earlier termination of this Agreement.

1.6.4       The MGM Principals will maintain the exclusive right to the Morrison Grove name, Internet domain, all phone numbers and will continue to own all related companies and other holdings not included in the Purchased Assets, which such exclusions shall be listed in Exhibit 1.6.4 .  Any attorney work product and any attorney-client communications, whether subject to any right of privilege or not, contained on the Company’s or its affiliates’ computers, servers or other storage devices as of Closing are expressly excluded from the Purchased Assets.  Simultaneously with the Closing, the parties will join in all necessary documents and filings to change the name of the Company.

1.7          Schedules .  At least fifteen (15) days prior to the Closing, the Seller shall deliver to the Buyer any Schedule referenced in this Agreement which were not delivered upon the execution hereof.

2.            Allocation of Purchase Price .  The parties understand that Closing will cause the Company to cease being a tax partnership for federal income tax purposes under Section 708(b)(1)(A) of the Internal Revenue Code of 1986, as amended (the “Code”).  The Sellers will cause the Company to file its final federal partnership tax return (the “Final Return”) on a timely basis and will cause the Company to pay any and all tax liabilities of the Company attributable to any tax period ending on or before the Closing Date.  The parties will allocate the Purchase Price among the assets of the Company on whatever manner the Sellers determine as reasonable and anticipate that little or no income will occur under Section 751 of the Code.  If timely requested by the Buyer, the Sellers will cause the Company to make an election under Section 754 of the Code on the Final Return.  The parties will cooperate fully in effecting this Section 2, in reporting the transactions under this Agreement consistently with this Section 2, and in completing and filing all related forms and schedules.

3.            The Closing .

3.1          Date of Closing .  

3.1.1        Closing Hereunder .  The closing (the "Closing") of the Transaction contemplated under this Agreement shall be held within 30 days after completion of all conditions to Closing, which the parties anticipate will occur, and will use their commercially reasonable efforts to have occur, on or before April 1, 2018 (with such actual date being hereinafter referred to as the "Closing Date").  

3.1.2        Failure of Closing .  If Closing does not occur before September 30, 2019 (unless the parties mutually extend that date), this Agreement will be null and void, in which event the Option Agreement will be reinstated with MMAC as the sole optionee according to its terms with the following adjustments.  The base Option Price will be increased (subject to adjustment as provided in the Option Agreement) by $1,357,107 to a total base price of Thirteen Million Three Hundred Fifty-Seven Thousand One Hundred Seven Dollars ($13,357,107), and Buyer shall pay Sellers (a) a “make-whole amount” equal to the excess of the distributions to which the MGM Principals would have been entitled under the Junior Loan Agreement over the payments made to the MGM Principals under Section 4.6 hereof, and (b) an amount equal to the excess of $9,945,587 over the purchase price paid by Buyer to the MGM Principals to acquire the Senior Loan.  Closing shall take place in the offices of Buyer's attorney or at such other place as the parties may mutually agree.  The reinstated Option Agreement shall be personal to MMAC and may not be assigned to any other entity; provided, however, that if the Option is exercised, then at the closing under the Option Agreement, MMAC may designate Hunt as the party to which the MGM Principals will convey the Membership Interests.

3.2          Sellers’ Deliveries at Closing .  The Sellers shall deliver, or cause to be delivered, to Buyer at Closing the following:

3.2.1        Certificate and Good Standing Certificates .  (A) The Company’s Certificate of Organization, as amended through the Closing Date, certified as of a recent date by the Secretary of State of its jurisdiction of incorporation and (B) a certificate of good standing for the Company from the Secretary of its jurisdiction of incorporation, as of a recent date;

3.2.2        Certificates for Membership Interests .  The membership Interests are not represented by certificates.

3.2.3        Joint Investment Agreement and Other Agreements . The Joint Investment Agreements referred to in Section 1.4.

3.2.4        Assignment Documents .  Each Seller shall transfer, assign and set over the Membership Interests, free of all liens, claims or encumbrances other than any liens securing repayment of the Senior Loan and the Junior Loan, pursuant to three (3) Assignments of Member Interest agreements (one for each Seller) in substantially the form attached hereto as Exhibit 3.2.4 .

3.2.5        Additional Documents .  Seller and Buyer shall execute such other instruments, documents or certificates as are required to be delivered or made available by either party in accordance with any of the other provisions of this Agreement or as may be reasonably required to convey or assign the Membership Interests, or any part thereof, or to close this transaction, duly executed and, as applicable or customary, acknowledged, by Seller and/or Buyer, as applicable.  

3.3          Payment at Closing .  At the Closing, Buyer shall deliver to Seller the Cash, as applicable, and Notes (and if Hunt is the Buyer at Closing, the other Loan Documents), fully executed and authorized and shall consummate the Transfer Agreement as provided in Section 1.3.  At the Closing, Seller and Buyer shall also deliver all other instruments and documents required to be delivered by Buyer under this Agreement, including the Staffing Agreement under Section 1.5 and the documents required under Section 1.2.

4.            Representations and Warranties of Seller .  The Sellers hereby severally represent and warrant to Buyer that the statements contained in this Section 4 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date.

4.1          Authority .  Such Seller has full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby in accordance with the terms hereof.  The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have to the extent required been duly and validly approved by the members and managers, as the case may be, of such Seller, and applicable laws and regulations.  Except for such approvals and the approval and consents pursuant to full execution of this Agreement, no other proceedings or approvals on the part of such Seller are necessary to consummate the transactions so contemplated.  This Agreement has been duly and validly executed and delivered by such Seller and constitutes a valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms.

4.2          Litigation .  Except as set forth on Exhibit 4.2 , there is no pending or, to Seller’s actual knowledge, threatened litigation or proceeding, or to the actual knowledge of the Sellers any investigation currently pending against the Company in any court, administrative, or other body.  Without limitation, the Company has not been charged with, or tried for, violations of any federal, state, or local law or regulation.  The Company is not under any judgment, order, assessment, decree, or injunction of any court, or of any federal, state, local, or foreign governmental agency, having jurisdiction over the Company.

4.3          Compliance with Laws .  To the actual knowledge of the Sellers, the Company is in compliance with all applicable federal, state and local laws, rules, regulations and orders and is not and has not violated any laws, rules or regulations which remain uncorrected.  Company has filed all reports that are required to be filed with any regulatory authority having jurisdiction over them, and such reports, registrations and statements are true and correct in all material respects.  The Company has obtained all licenses required to conduct its business as it is being conducted and where it is being conducted and all such licenses are in good standing.

4.4          Membership Interests .  Each Seller owns the applicable Membership Interests free of all liens, claims or encumbrances other than any liens securing repayment of the Senior Loan and the Junior Loan, and such Membership Interests constitute 100% of the Membership Interests in the Company.

4.5          Broker and Other Fees .  Neither the Company nor such Seller has employed any investment bank, business broker or intermediary, or finder or incurred any liability for any broker's or finder's fees or commissions in connection with any of the transactions provided for in this Agreement.

4.6          [Reserved] .

4.7          Disclosure .   The parties acknowledge and agree that MMAC has complete knowledge of the business operations of the Company, through the reporting requirements of the Company under the Junior Loan and otherwise.  MMAC also acknowledges that, to its knowledge, Hunt has also performed all due diligence that it has deemed necessary and will have the benefit of the Audit described in Section 6.2.  The Buyer (expressly including Hunt, to the extent this Agreement is assigned to Hunt) will rely upon this due diligence, the Audit, and its own financial, business, tax, and other advisors in consummating this Agreement.  The Sellers have made no representations or warranties regarding the Company except as expressly set forth in this Section 4 of the Agreement.

4.8          Cobb Theater Guaranty .  The parties are aware that the Company has guaranteed certain obligations of an affiliated developer, related to the construction of a Cobb Theater in Tallahassee, Florida.  To the extent that the Company incurs actual losses in the form of payment of a judgment or settlement of claims under such guaranty, the Buyer’s sole recourse for such losses shall be in the form of a setoff against amounts due under the Notes (which remain payable to the Sellers) and the note or notes payable to MGCS and the Noteholder under the Transfer Agreement equal to the amount of the payments on account of the Cobb Theater Guaranty, with such setoff first against any amount past due under such notes.  In the event this Agreement is assigned to Hunt and there are Buyer Notes payable by Hunt and by MMAC outstanding in favor of the Sellers, then as to the setoff against amounts payable under the Notes, setoff shall first be applied against amounts due under the Buyer Notes under which Hunt is obligated, and then to the MMAC Notes.  The provisions of this Section shall survive Closing or the earlier termination of this Agreement.

4.9          Records and Files .  Other than provided in Section 1.6.3 , Sellers shall surrender and transfer to Buyer all original records, files, invoices, customer lists, specifications, accounting records, business records, operating data and other data of the Company, and all electronic data that contains Company records including but not limited to financial records, employee records including payroll, payroll deduction and employee history, tax records, asset listings, depreciation schedules, etc. (collectively, the “Records”).  After the Closing, Seller shall have the right to retain copies of only those records which may be necessary in connection with the preparation of its tax returns.  Any such retained copies shall be treated as the Confidential Information of the Buyer and shall not be released or disseminated in any matter except in connection with the preparation and filing of its tax returns or pursuant to a court order.

5.            Covenants and Further Agreements .

5.1          Conduct of the Business of the Company .  From and after the date of this Agreement to the Closing Date, the MGM Principals shall cause the Company to, and the Company shall (i) conduct its business in substantially the same manner as in the past and in accordance with prudent business practices; (ii) maintain and keep its properties in good repair and condition; (iii) maintain in full force and effect insurance comparable in amount and scope of coverage to that currently maintained; (iv) substantially perform all its obligations under material contracts, leases and documents relating to or affecting its assets, properties, and business, except such obligations as it may in good faith reasonably dispute; (v) materially comply with and perform all obligations and duties imposed upon it by all federal, state and local laws, and all rules, regulations and orders imposed by federal, state or local governmental authorities; (vi) pay any and all debts incurred in the ordinary course of business; and (vii) not engage in any transaction that is not in the ordinary course of business.

5.2          Access to Properties and Records .  

5.2.1      The Seller will afford the executive officers, employees and authorized representatives (including legal counsel, accountants and consultants) of the Buyer and Hunt reasonable access to the Company’s properties, books and records including, but not limited to, all books of account (including the general ledger), tax records, organizational documents, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, plans affecting employees, and any other business activities or prospects in which such party and its designated representatives may have a reasonable interest and shall make their Managers, Members, employees, agents, representatives and accountants available to confer with the other parties and their designated representatives; provided, however, that such investigations shall be conducted with reasonable prior notice in a manner so as not to unreasonably interfere with the operations of the affected party.  The officers of the Company will furnish the Buyer and Hunt and their designated representatives with such additional financial and operating data and other information as to their business and properties as the other shall, from time to time, reasonably request.  However, this disclosure shall not apply to any attorney work product and any attorney-client communications, whether subject to any right of privilege or not.

5.2.2      All information furnished by the parties previously in connection with transactions contemplated by this Agreement or pursuant hereto shall be used solely for the purpose of evaluating the transaction contemplated hereby and shall be treated as the sole property of the party delivering the information until consummation of the acquisition contemplated hereby and, if such acquisition shall not occur, each party and each party's advisors shall return to the other party all documents or other materials containing, reflecting or referring to such information, will not retain any copies of such information, shall use its best efforts to keep confidential all such information, and shall not directly or indirectly use such information for any competitive or other commercial purposes.  If the transaction contemplated hereby does not occur, all documents, notes and other writings prepared by a party hereto or its advisors based on information furnished by the other party shall be promptly destroyed.  The obligation to keep such information confidential shall continue for five years from the date the proposed acquisition is abandoned but shall not apply to (i) any information which (A) the party receiving the information can establish by convincing evidence was already in its possession prior to the disclosure thereof to it by the other party; (B) was then generally known to the public; (C) became known to the public through no fault of the party receiving such information; or (D) was disclosed to the party receiving such information by a third party not bound by an obligation of confidentiality; (ii) disclosures pursuant to a legal requirement or in accordance with an order of a court of competent jurisdiction, or (iii) disclosures in any action to enforce or defend a party’s rights under this Agreement or any related document.

5.3          Further Assistance .  Subject to the terms and conditions herein provided, each of the parties agrees to use its reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to satisfy the conditions to Closing and to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, using reasonable efforts to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement and using its reasonable best efforts to prevent the breach of any representation, warranty, covenant or agreement of such party contained or referred to in this Agreement and to promptly remedy the same.  In case at any time after the Closing Date any further action is necessary or desirable to carry out the purposes of this Agreement, parties to this Agreement shall take all such necessary action.  Nothing in this section shall be construed to require any party to participate in any threatened or actual legal, administrative or other proceedings (other than proceedings, actions or investigations to which it is a party or subject or threatened to be made a party or subject) in connection with the consummation of the transactions contemplated by this Agreement unless such party shall consent in advance and in writing to such participation and the other party agrees to reimburse and indemnify such party for and against any and all costs and damages related thereto.

5.4          Junior Loan .  The parties acknowledge that the Company is the borrower of a loan in the amount of $13,000,000 from Financial (the “Junior Loan”), the repayment of which is secured by the assets of the Company.  The parties agree that the Subordinate Loan Agreement (the “Junior Loan Agreement”) and other documents evidencing the Junior Loan (collectively, the “Junior Loan Documents”) shall be amended as follows:

5.4.1       to permit the Company to make annual distributions totaling $1,015,000, beginning on January 1, 2018 and continuing until Closing and payable pro-rata on a quarterly basis to the MGM Principals after payment of all interest due under the Senior Loan and the Junior Loan, except Contingent Interest (as defined in such documents), which shall be paid after such distributions.  The Junior Loan Documents shall also permit tax distributions, as necessary.  The Company will make no further distribution to its Members as such without the consent of the Buyer for so long as this Agreement remains in effect;

5.4.2       to eliminate the Option Agreement as a benefit to the lender under the Junior Loan Documents;

5.4.3       to allow the Company to pay off the Junior Loan at par, without penalty or premium, beginning October 1, 2019;

5.4.4       to allow the Company to resume the annual distributions permitted under the Junior Loan Documents, in the event that Closing does not occur by September 30, 2019;

5.4.5       for the Company to confirm to Financial that except as disclosed to Buyer or Financial and except to the extent inconsistent with the terms or requirements of this Agreement, the representations and warranties contained in the following sections of the Junior Loan Agreement will be true and correct as of Closing: Sections 5.01, 5.02, 5.03, 5.05, 5.08, 5.10, 5.12, 5.13, 5.14, 5.15, 5.16, 5.17, 5.18, 5.20, 5.21 and 5.22; and if MMAC is the Buyer at Closing, the Company will confirm the foregoing representations and warranties to MMAC at Closing; and

5.4.6       to eliminate the death or incompetence of a Key Principal as an Event of Default.

5.5          Disclosure Supplements .  From time to time prior to the Closing Date, each party will promptly supplement or amend (by written notice to the other) its respective Schedules delivered pursuant hereto with respect to any matter hereafter arising which, if existing, occurring or known at the date of this Agreement, would have been required to be set forth or described in such Schedule or which is necessary to correct any information in such Schedules which has been rendered materially inaccurate thereby.  

5.6          Further Assurances .  The parties agree to execute and deliver or cause to be executed and delivered at the Closing or at other reasonable times and places such additional instruments as another party hereto may reasonably request for the purpose of carrying out this Agreement.

5.7          Consents of Parties .  Each party executing this Agreement hereby consents to each of the other parties executing, delivering, and consummating this Agreement and the transactions contemplated under this Agreement.  Sellers and Financial hereby terminate the Option Agreement (subject to possible reinstatement as provided for herein) and will comply with Section 5.3 with respect to the Option Agreement and otherwise.

5.8          Expenses .  Each party shall pay its own expenses and costs, including without limitation counsel fees and accounting expenses incurred in connection with the consummation of this Agreement and the transactions contemplated hereby.

5.9          Additional Covenants .  The Sellers will not permit the Company to make any prepayments on the Junior Loan in the amount of $1,500,000 as long as Closing under this Agreement and the Transfer Agreement is being pursued by Sellers and Buyer in good faith.

6.            Conditions to Obligation of Buyer .  The Buyer's obligations hereunder are subject to the satisfaction of each of the conditions precedent set forth in this Section 6, on or before the Closing Date.  If any of such conditions precedent is not satisfied, this Agreement shall terminate as provided in Section 3.1.

6.1          Representations and Covenants .  All representations and warranties made by the Sellers and the Company in this Agreement are true now, and must be true at the time of Closing, and the Sellers must have performed all covenants made under this Agreement.  

6.2          Audit .  The Company shall have received an unqualified audit of the Company as of December 31, 2017 in form and substance reasonably satisfactory to Buyer in its sole discretion (the “Audit”), which Audit shall be at the expense of Buyer.  

6.3          Consents .  The Company shall have obtained, at its sole cost and expense, all third-party approvals, consents and qualifications (including, without limitation, any approvals or consents required to be obtained from HUD, from any other agency or governmental entity, any partner, or any investor, or under  any applicable fund documents, Company contracts or loan documents) necessary to consummate the transaction as outlined in this Agreement, including without limitation all consents set forth on Exhibit 6.3 hereto (collectively, the “Consents”).

6.4          Transfer Agreement .  Closing under the Transfer Agreement shall occur concurrent with Closing hereunder.  For avoidance of doubt, Sellers shall be under no obligation to complete Closing under this Agreement, unless closing occurs concurrently under the Transfer Agreement.

6.5          No Default .  Sellers and Buyer shall each have performed and complied with all of the covenants and conditions required by this Agreement to be performed or complied with at or prior to Closing, and there shall be no default in the performance of any obligations hereunder.

6.6          Membership Interests .  Sellers shall continue to be the sole owners of the Membership Interests (which shall constitute 100% of the Membership Interests in the Company), free and clear of any liens or encumbrances, other than any liens securing repayment of the Senior Loan and the Junior Loan.

6.7          MGM Foundation Transactions .  By the earlier of Closing or the date that is ninety (90) days after the date of this Agreement, the general partner interests in the Orchard Walk and Breckenridge projects will be sold to MuniMae Foundation, Inc. and the project partnership agreements will be amended or a side letter will be signed so as to permit the limited partners to determine when, after the expiration of the compliance period, such projects shall be sold.  The parties acknowledge that such amendments will require the consent of various third parties, including the MuniMae Foundation, Inc. and MGM Foundation, which will be jointly pursued by Sellers and Buyer in good faith.  The parties acknowledge that the MGM Foundation will be entitled to $5,000 per property for such consent.

7.            Indemnification .  Sellers hereby agree to jointly and severally indemnify and hold harmless Buyer and its equity holders and employees, officers and directors, from and against any and all liabilities, claims, demands, causes of action, losses, costs, damages or expenses (including, without limitation, reasonable accounting and legal expenses) (collectively, "Claims") which are determined in a final judgment to have been based on (a) fraud or active concealment of material facts from Buyer, which inured to the benefit of the Sellers, or (b) liabilities of the Company to the MGM Principals, which, in either case, were not known by or disclosed to Buyer prior to Closing.      

8.           Limitation of Sellers’ Liability .  The Buyer (including Hunt, to the extent this Agreement is assigned to Hunt) has had complete access to the books, records and operating history of the Company and MMAC has had employees in residence at the Company, with complete access to operating data.  With the exception of the Sellers indemnification obligations set forth in Section 7 above and actual monetary losses arising solely from those matters expressly set forth in this Section below, the Sellers shall have no liability to the Buyer and Buyer shall have no right of setoff under the Notes for any matters related to the Company or its assets, this Agreement or the transactions contemplated in this Agreement, whether arising or accruing before or after the Closing under this Agreement:

8.1         A final judgment finding that the Company and/or the MGM Principals were guilty of fraud or criminal conduct;

8.2         A material breach of a representation or warranty contained in Sections 4.1 through 4.9;

8.3         Actual amounts required to be paid by the Company under the Cobb Theater Guaranty; or

8.4         A material breach of any of Seller’s covenants hereunder.

9.            Binding Effect; Assignment .  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their permitted assigns, successors, heirs and personal representatives.  Without the prior written consent of the Buyer or the Seller, the Seller or the Buyer, respectively, shall not have the right to assign this Agreement. Notwithstanding the foregoing, the Buyer shall have the right to assign its rights and obligations under this Agreement to (a) any wholly-owned direct or indirect subsidiary of MMAC, or (b) Hunt, provided in each case the assignee executes an assignment and assumption agreement in the form of Exhibit 9 hereto.  For the avoidance of doubt, any assignment of this Agreement or designation of rights hereunder to Hunt, shall be subject to Hunt’s written acceptance in its sole discretion.  Any assignment to Hunt shall expressly exclude any assignment of the MGM Principals representations and warranties, other than Sections 4.1 through 4.3, it being the intent of the parties that the MGM Principals shall not have any liability to Hunt thereunder, other than Sections 4.1 through 4.3.  In the event of any assignment to Hunt, MMAC (x) shall remain liable for the performance of all of the obligations of Buyer hereunder in the event of the failure by Hunt to first perform such obligations.  

10.           Disputes and Litigation .  In the event of any dispute or litigation among the parties, including any suit related to the enforcement of any of the provisions hereof or the collection of any amount owed hereunder, the prevailing party shall be entitled to its costs and expenses, including reasonable attorney's fees and costs.  The parties agree that a final judgment in any action or proceeding shall, to the extent permitted by applicable law, be conclusive and may be enforced in other jurisdictions by suit on the judgment, or in any other manner provided by applicable law related to the enforcement of judgments.

11.           Notices .  Any notice or other communication required or permitted hereunder shall be sufficiently given if sent by certified mail, postage prepaid, addressed as follows:

or to such other address as the intended recipient may have specified in a notice to the other party.  Notice shall be deemed effective when sent by hand or overnight courier or when received if sent by certified mail.

12.          Entire Agreement .  The exhibits hereto and the certificates and other documents to be furnished in connection herewith are an integral part of this Agreement.  All understandings and agreements between the parties are merged into this Agreement which fully and completely expresses their agreements and supersedes any prior agreement or understanding relating to the subject matter, and no party has made any representations or warranties, express or implied, not herein expressly set forth.  This Agreement shall not be changed or terminated except by written amendment signed by the parties hereto.

13.          Governing Law; Submission to Jurisdiction .  This Agreement and the agreements contemplated hereby shall be construed in accordance with and governed by the laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).  Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the federal courts of the United States of America or the courts of the State of New York, in each case, located in the county of New York, in the City of New York, New York and each party irrevocably submits to the jurisdiction of such courts in any such suit, action or proceeding.

14.          Counterparts .  This Agreement is executed in several counterparts, all of which taken together shall constitute one instrument.

15.          Severability .  If any clause, provision or section of this Agreement shall be held illegal or invalid by any court, the illegality or invalidity of such clause, provision or section shall not affect the remainder of this Agreement which shall be construed and enforced as if such illegal or invalid clause, provision or section had not been contained in this Agreement.  If any agreement or obligation contained in this Agreement is held to be in violation of law, then such agreement or obligation shall be deemed to be the agreement or obligation of the respective party only to the extent permitted by law.

16.          Headings; Construction .  The titles and headings of the various Sections and Subsections are intended solely for means of reference and are not intended for any purpose whatsoever to modify, explain or place any construction on any of the provisions of this Agreement.  The parties acknowledge that they are sophisticated in business transactions and have negotiated this Agreement on advice of counsel.  As such, the usual rule of construction that any ambiguities be resolved against the drafting party shall be inapplicable in the construction and interpretation of this Agreement and any amendments or exhibits hereto. Any pronoun used herein shall refer to any gender, either masculine, feminine or neuter, as the context requires.  Singular references shall include the plural and vice versa.

17.          Amendments .  This Agreement may not be amended, restated, supplemented, or otherwise modified without the prior written consent of Hunt.

18.          Submission Not an Offer .  Neither the submission of this Agreement by either party, nor the reliance by either party on the terms hereof, shall constitute a contract or give either party a right to rely on the terms hereof unless and until this Agreement has been executed by all parties hereto.  This Agreement shall have no force or effect until it has been executed by all parties hereto.  

[Signatures to Follow]