Common use of Purchase Price Clause in Contracts

Purchase Price. (a) As consideration for the Shares and the covenants and agreements of Seller set forth herein, Buyer shall deliver to Seller at the Closing in immediately available funds to be delivered by wire transfer (to a bank account designated at least three business days prior to the Closing Date in writing by Seller) an amount (the "Purchase Price") equal to Five Hundred Seventy Three Million Dollars ($573,000,000) less the sum of: (i) the greater of (A) all Debt and other amounts outstanding under the Existing Orion Credit Facility on December 31, 1996, net of cash on hand of the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility on the Closing Date, net of cash on hand of the Entertainment Companies on the Closing Date; plus (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but not including, the Closing Date; plus (iii) the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, the Closing Date. (b) Not later than three Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement (the "Preliminary Statement") containing (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon as of the Closing Date and other amounts that then will be payable with respect thereto, and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination of the Purchase Price shall be made (the "Preliminary Purchase Price"), which Preliminary Purchase Price shall be subject to adjustment as provided in Sections 2.03(d) and (e). (c) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect thereto, as of the Closing Date (assuming that such Debt was repaid in full on that date), (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation of the Purchase Price. The Final Statement and the calculation of the Purchase Price shall be binding upon the parties to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days after its receipt of the Final Statement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Buyer shall deliver to Seller an amount equal to the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such payment, in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller prior to the due date thereof. (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Seller shall reimburse to Buyer an amount equal to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereof.

Purchase Price. (a) As consideration for the Shares and the covenants and agreements of Seller set forth herein, Buyer shall deliver to Seller at the Closing in immediately available funds to be delivered by wire transfer (to a bank account designated at least three business days prior to the Closing Date in writing by Seller) an amount (the "Purchase Price") equal to Five Hundred Seventy Three Million Dollars ($573,000,000) less the sum of: For (i) the greater of (A) all Debt and other amounts outstanding under the Existing Orion Credit Facility on December 31, 1996, net of cash on hand any purchase of the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under LMP Membership Interests in connection with the Existing Orion Credit Facility on the Closing Date, net of cash on hand exercise of the Entertainment Companies on the Closing Date; plus (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but not including, the Closing Date; plus (iii) the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, the Closing Date. (b) Not later than three Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer AAG ROFR triggered by a statement (the "Preliminary Statement") containing (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon as of the Closing Date and other amounts that then will be payable with respect thereto, and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination of the Purchase Price shall be made (the "Preliminary Purchase Price"), which Preliminary Purchase Price shall be subject to adjustment as provided in Sections 2.03(d) and (e). (c) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect thereto, as of the Closing Date (assuming that such Debt was repaid in full on that date)proposed LMP Partial Transfer, (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as any purchase of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller LMP Membership Interests in connection with the exercise by the AAG Member of all capital stock of Landmark on the Closing Dateits option under Section 7.5(b), and (iii) a calculation any purchase of AAG Membership Interests under this Article VII, the Purchase Price. The Final Statement and the calculation of the Purchase Price purchase price shall be binding upon equal to the parties Company’s Agreed Value, multiplied by the Percentage Interest to this Agreement unless Seller gives written notice of disagreement therewith be purchased (without applying any minority discount or similar valuation adjustment), to Buyer within thirty be determined as follows (30the “Put/Call Price”): (a) days after its receipt of the Final StatementExcept as set forth in Section 7.8(b), specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement “Agreed Value” shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Buyer shall deliver to Seller an amount equal to eight and one half (8.5) times pre-tax income according to GAAP for the Unpaid Balancetrailing 12- month period immediately preceding and ending as of the last day of the calendar month preceding the Put-Call Notice Date before distributions or dividends to Members and excluding one-time unusual expenses and any above market employee compensation. (b) Notwithstanding anything herein to the contrary, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such payment, in cash in immediately available funds by wire transfer if ▇▇▇▇ ▇▇▇▇▇▇▇▇ consents to a bank account designated in writing by Seller Board of Directors determination to remove him as Dealer of Record without Good Cause prior to the due date thereof. (e) If 5th anniversary of the Preliminary Purchase Price is greater than Effective Date or if the Purchase Price (such difference being referred to herein as an "Overpayment"AAG Member exercises its option under Section 7.5(b), then within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Seller “Agreed Value” shall reimburse to Buyer be an amount equal to ten and one-half (10.5) times pre-tax earnings according to GAAP for the Overpaymenttrailing 12-month period immediately preceding and ending as of the last day of the calendar month preceding the Put-Call Notice Date before distributions or dividends to Members and excluding one-time unusual expenses and any above market employee compensation. (c) Notwithstanding the foregoing, together the parties agree that the percentage of the Agreed Value (calculated as above) shall be made in accordance with interest thereon generally accepted accounting principles and without any discounts for a minority interest, by a firm of independent certified public accountants employed by the Company at the Reference Rate in effect from time to time from such determination is necessary. Unless patently erroneous, the Closing Date until the date determination of such reimbursement, in cash in immediately available funds firm shall be conclusive on all parties. Fees charged and costs incurred by wire transfer to a bank account designated in writing such firm shall be borne one-half (½) by Buyer prior to the due date thereofLMP Member and one- half (½) by AAG Member.

Purchase Price. (a) As consideration for the Shares and the covenants and agreements of Seller set forth herein, Buyer shall deliver to Seller at the Closing in immediately available funds to be delivered by wire transfer (to a bank account designated at least three business days prior to the Closing Date in writing by Seller) an amount The purchase price (the "Purchase Price") equal to Five Hundred Seventy Three Million Dollars ($573,000,000) less for the sum of: (i) the greater mortgage loans shall consist of (Aa) all Debt and other amounts outstanding under cash in the Existing Orion Credit Facility on December 31, 1996, net amount of cash on hand ______________% of the Entertainment Companies on December 31aggregate scheduled principal balance thereof as of the cut-off date, 1996, or (B) all Debt and other amounts outstanding under plus accrued interest thereon at the Existing Orion Credit Facility rate of 6.00% per annum on the Closing Date, net of cash on hand of the Entertainment Companies mortgage loans in pool I and 5.50% per annum on the Closing Date; plus (ii) unpaid interest on Debt under mortgage loans in pool II, from and including the Existing Orion Credit Facility accrued tocut-off date to but excluding the closing date, but not including, the Closing Date; plus (iii) the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, the Closing Date. (b) Not later than three Business Days prior the class IA-IO and IIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such cash shall be payable by CMSI to the Closing DateSeller on the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall prepare simultaneously and deliver in the same manner repay to Buyer CMSI a statement (the "Preliminary Statement") containing (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon as of the Closing Date and other amounts that then will be payable with respect thereto, and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination proportionate amount of the Purchase Price shall be made (as such repayment to the "Preliminary Purchase Price"), which Preliminary Purchase Price shall be subject to adjustment as provided in Sections 2.03(d) and (e). (c) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect thereto, as of the Closing Date (assuming that such Debt was repaid in full on that date), (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation Underwriter. Upon payment of the Purchase Price, the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cut-off date), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Final Statement Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the calculation Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Purchase Price Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall be binding upon not affect the parties to this Agreement unless Seller gives written notice rights of disagreement therewith to Buyer within thirty (30) days after its receipt of the Final Statement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access or to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03Pooling Agreement. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Buyer shall deliver to Seller an amount equal to the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such payment, in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller prior to the due date thereof. (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Seller shall reimburse to Buyer an amount equal to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereof.

Purchase Price. (a) As 5.1 The initial consideration for the sale of the Sale Shares and the covenants and agreements of Seller set forth herein, Buyer shall deliver to Seller at the Closing in immediately available funds to be delivered by wire transfer (to a bank account designated at least three business days prior to the Closing Date in writing by Seller) an amount (the "“Purchase Price"”) equal to Five Hundred Seventy Three Million Dollars ($573,000,000) less the sum of: (i) the greater of (A) all Debt and other amounts outstanding under the Existing Orion Credit Facility on December 31, 1996, net of cash on hand of the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility on the Closing Date, net of cash on hand of the Entertainment Companies on the Closing Date; plus (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but not including, the Closing Date; plus (iii) the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, the Closing Date. (b) Not later than three Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement (the "Preliminary Statement") containing (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon as of the Closing Date and other amounts that then will be payable with respect thereto, and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination of the Purchase Price shall be made (the "Preliminary Purchase Price"), which Preliminary Purchase Price shall be subject to adjustment as provided in Sections 2.03(dClause 5.2 below) and (e).is: (ca) Within thirty USD$650,000,000 (30) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect thereto, as of the Closing Date (assuming that such Debt was repaid in full on that date), (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation of the Purchase Price. The Final Statement and the calculation of the Purchase Price shall be binding upon the parties to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days after its receipt of the Final Statement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Buyer shall deliver to Seller an amount equal to the Unpaid Balanceaggregate purchase price paid by the Targets for the Vessels, together allocated between the Vessels as indicated at Schedule 6); (b) all broker commissions, transaction costs and financing costs (but excluding interest) incurred by the Seller and Affiliates of the Seller up to and including Completion in connection with interest thereon at the Reference Rate in effect from time original acquisition and financing of the Vessels (costs incurred to time from the Closing Date until the date of such payment, in cash in immediately available funds by wire transfer signing of this agreement that are specific to a bank account designated in writing Vessel are allocated between the Vessels as indicated at Schedule 6, all other Vessel related costs are allocated equally between the Vessels on a pro-rata basis) as agreed by Seller the Parties prior to the due date thereof.Completion Date; (ec) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Seller shall reimburse to Buyer an amount equal to the Overpaymentaggregate amount of management fees paid by the Targets to the Buyer and Affiliates of the Buyer up to and including Completion in connection with the Vessels (such fees to the date of signing of this agreement allocated between the Vessels as indicated at Schedule 6 and such further fees to the Completion Date shall be calculated by the Buyer and communicated to the Seller prior to the Completion Date) as agreed by the Parties prior to the Completion Date; (d) an amount equal to US$700,000 paid by on or behalf of the Targets to Eastern Pacific Shipping Pte Ltd and Quantum Pacific Shipping Services Pte Ltd by way of management and service fees up to and including Completion in connection with the Vessels; (e) an amount equal to the Secured Debt on the Completion Date; (f) the amount of any hire received in advance under any Charter that relates to a period following the Completion Date (“Charter Hire”); (g) the amount of interest accrued on the Secured Debt (the “Secured Debt Accrued Interest”) for the period up to (but excluding) the Completion Date and which remains unpaid as at the Completion Date, which shall be paid by the Buyer in cash at Completion in accordance with Clause 4(a) of Schedule 4 Part B (Buyer’s Completion Obligations). 5.2 The Purchase Price shall be adjusted following Completion as follows: (a) it shall be increased by the amount by which the third-party receivables and/or prepayments as reflected in the Completion Accounts exceed the amount of the payables for accrued crew costs and technical costs as reflected in the Completion Accounts; or (b) it shall be reduced by the amount by which the amount of the payables for accrued crew costs and technical costs as reflected in the Completion Accounts exceed the third-party receivables and/or prepayments as reflected in the Completion Accounts. 5.3 If as a result of the adjustment in Clause 5.2: (a) the amount of the Purchase Price is increased, the Buyer shall make a payment to the Seller of a sum equal to that increase; and (b) the amount of the Purchase Price is reduced, the Seller shall make a payment to the Seller of a sum equal to that reduction. Any such payment shall be made within 7 days following the day on which the Completion Accounts are delivered by the Seller to the Buyer, together with interest thereon at a calculation of the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior adjustment to the due date thereofPurchase Price to be made in accordance with this Clause.

Purchase Price. (a) As consideration for the Shares and the covenants and agreements of Seller set forth herein, Buyer shall deliver to Seller at the Closing in immediately available funds to be delivered by wire transfer (to a bank account designated at least three business days prior to the Closing Date in writing by Seller) an amount The purchase price (the "Purchase Price") equal to Five Hundred Seventy Three Million Dollars ($573,000,000) less for the sum of: (i) the greater mortgage loans shall consist of (Aa) all Debt and other amounts outstanding under cash in the Existing Orion Credit Facility on December 31, 1996, net amount of cash on hand [___________]% of the Entertainment Companies on December 31aggregate scheduled principal balance thereof as of the cut-off date, 1996, or (B) all Debt and other amounts outstanding under plus accrued interest thereon at the Existing Orion Credit Facility rate of 6.00% per annum on the Closing Date, net of cash on hand of the Entertainment Companies mortgage loans in pool I and 5.50% per annum on the Closing Date; plus (ii) unpaid interest on Debt under mortgage loans in pool II, from and including the Existing Orion Credit Facility accrued tocut-off date to but excluding the closing date, but not including, the Closing Date; plus (iii) the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, the Closing Date. (b) Not later than three Business Days prior the class IA-IO and IIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such cash shall be payable by CMSI to the Closing DateSeller on the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to the Underwriter any portion of the price paid to CMSI by the Underwriter pursuant to the Underwriting Agreement, the Seller shall prepare simultaneously and deliver in the same manner repay to Buyer CMSI a statement (the "Preliminary Statement") containing (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon as of the Closing Date and other amounts that then will be payable with respect thereto, and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination proportionate amount of the Purchase Price shall be made (as such repayment to the "Preliminary Purchase Price"), which Preliminary Purchase Price shall be subject to adjustment as provided in Sections 2.03(d) and (e). (c) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect thereto, as of the Closing Date (assuming that such Debt was repaid in full on that date), (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation Underwriter. Upon payment of the Purchase Price, the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cut-off date), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Final Statement Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the calculation Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Purchase Price Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall be binding upon not affect the parties to this Agreement unless Seller gives written notice rights of disagreement therewith to Buyer within thirty (30) days after its receipt of the Final Statement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access or to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03Pooling Agreement. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Buyer shall deliver to Seller an amount equal to the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such payment, in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller prior to the due date thereof. (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Seller shall reimburse to Buyer an amount equal to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereof.

Purchase Price. (a) As The total consideration for the Shares and the covenants and agreements of Seller set forth herein, Buyer shall deliver to Seller at the Closing in immediately available funds to be delivered by wire transfer (to a bank account designated at least three business days prior to the Closing Date in writing by Seller) an amount (the "Purchase Price") equal to Five for the Sale Assets shall be Fourteen Million Two Hundred Seventy Three Million Fifty Thousand Dollars ($573,000,00014,250,000), (which sum is an addition to the Assumed Liabilities) less the sum of: payable: (i) Eleven Million Five Hundred Thousand Dollars ($11,500,000) cash (the greater of (A"Cash") all Debt and other amounts outstanding under at the Existing Orion Credit Facility on December 31, 1996, net of cash on hand of the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility on the Closing Date, net of cash on hand of the Entertainment Companies on the Closing Date; plus Closing; (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but not including, the Closing Date; plus (iii) the greater of (A) Thirteen One Million Five Hundred Thousand Dollars ($13,000,0001,500,000) or in the form of a convertible debenture of Casino Resource Corporation, a Minnesota Corporation (B"CRC") all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, the Closing Date. (b) Not later than three Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement (the "Preliminary StatementDebenture") containing (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon as of the Closing Date and other amounts that then will be payable with respect thereto, and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date). Based The Debenture shall bear interest at the rate of six percent (6%) per annum, with principal and interest being due and payable upon the Preliminary Statement, a preliminary determination earlier to occur of the Purchase Price shall be made (the "Preliminary Purchase Price"), which Preliminary Purchase Price shall be subject to adjustment as provided in Sections 2.03(dx) and (e). (c) Within thirty (30) days twenty-four months after the Closing Date, Buyer shall prepare and deliver to Seller a statement or (the "Final Statement"y) containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect thereto, as Buyer's sale of the Closing Date (assuming that such Debt was repaid in full on that date), (ii) a calculation Casino prior to the expiration of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on twenty-four months after the Closing Date), and payable by CRC, in the sole discretion of CRC, in cash or in the fully registered and freely tradable common stock of CRC pursuant to the further provisions of this Section 3.1 (iiiII). For the purposes of this Section 3.1 (11) Payment Date means the date the Debenture becomes due and payable hereunder. If converted to CRC common stock, CRC must use its best efforts to insure that the stock is fully registered and tradeable at the Payment Date; however, if the common stock is not fully registered and tradeable at the payment date through no fault of CRC, there will be a calculation of the Purchase Price. The Final Statement and the calculation of the Purchase Price shall be binding upon the parties to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days day grace period after its receipt of the Final Statement, specifying in reasonable detail Payment Date for the nature stock to become fully registered and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller tradeable (the "Selected FirmGrace Period"), . If the common stock is not fully registered and tradeable after the resolution of that disagreement and the calculation expiration of the total DebtGrace Period, the Debenture must be immediately paid in cash on hand resulting therefrom and by CRC. The number of shares into which the Purchase Price Debenture may be converted at the option of CRC shall be final determined by dividing the total amount of unpaid principal and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements accrued interest of the Selected Firm shall be paid Debenture by Buyer and Seller as the Selected Firm shall determine based upon its assessment average of the relative merits per share bid and asked prices of CRC stock for the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books ten (10) day period ending on and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Buyer shall deliver to Seller an amount equal to the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such payment, in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller prior to including the due date thereof. (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after the final determination of the Final Statement and Debenture on the Purchase Price, Seller shall reimburse to Buyer an amount equal to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereof.exchange where CRC shares are then listed; and

Purchase Price. (a) As consideration The aggregate purchase price for the Shares and Purchased Assets shall be $10,436,654.71 (the covenants and agreements “Purchase Price”), subject to adjustment under Section 3.1(b) below, consisting of Seller Buyer’s assumption of the Assumed Liabilities at Closing as set forth hereinin Section 2.2 above, Buyer shall deliver to Seller at the Closing in immediately available funds to be delivered by wire transfer (to a bank account designated at least three business days prior to the Closing Date in writing by Seller) an amount (the "Purchase Price") equal to Five Hundred Seventy Three Million Dollars ($573,000,000) less the sum of: including (i) the greater Buyer Note to be executed by Buyer at Closing in favor of (A) all Debt and other API, the principal amount of which shall be the outstanding amounts outstanding owed by Seller under the Existing Orion Credit Facility on December 31, 1996, net Azteca Note as of cash on hand of the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility on the Closing Date, net with the Azteca Note to be cancelled and satisfied by API at Closing and all obligations of cash on hand of Seller thereunder assumed by Buyer under the Entertainment Companies on the Closing Date; plus Buyer Note and (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but not including, the Closing DateRelated Party Balance; plus (iii) the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, the Closing Date.and (b) Not later than three Business Days prior to The Purchase Price is based on the estimation that the liabilities assumed at the Closing Date, Seller shall prepare and deliver (excluding the Azteca Note) consist of $2,500,000 of Innovo’s obligations to Buyer a statement API (the "Preliminary Statement") containing (i) a schedule of total Debt anticipated to be outstanding on “Related Party Balance”). If the Closing Date and an estimate of unpaid interest to be accrued thereon Related Party Balance as of the Closing Date and other amounts that exceeds $2,600,000 (the “Related Party Balance Threshold”), then will be payable with respect thereto, and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination of the Purchase Price shall be increased, dollar for dollar, by the amount of the difference between the Related Party Balance and the Related Party Balance Threshold. To the extent that the aggregate value of the Related Party Balance does not exceed or is below the Related Party Balance Threshold then no adjustment shall be made (to the "Preliminary Purchase Price"), which Preliminary Purchase Price shall be subject to adjustment as provided in Sections 2.03(d) and (e). (c) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect thereto, as of the Closing Date (assuming that such Debt was repaid in full on that date), (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation of the Purchase Price. The Final Statement and the calculation Schedule 3.1 sets forth an allocation of the Purchase Price shall be binding upon (and all other capitalized costs) among the parties to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days after its receipt Purchased Assets of the Final StatementSeller in accordance with Section 1060 of the Code and the Treasury regulations thereunder (and any similar provision of state, specifying in reasonable detail local or foreign law, as appropriate), subject to any adjustment to the nature Purchase Price pursuant to Section 8.7(d) and extent of such disagreementArticle 11. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty their respective Affiliates shall report, act and file Tax Returns (30including, but not limited to IRS Forms 8594) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer in all respects and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for all purposes of this Agreement. The fees and disbursements of the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03consistent with Schedule 3. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, 1. Neither Buyer shall deliver to Seller an amount equal to the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such payment, in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller prior to the due date thereof. (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, nor Seller shall reimburse take any position (whether in audits, Tax Returns or otherwise) which is inconsistent with such allocation unless required to Buyer an amount equal to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds do so by wire transfer to a bank account designated in writing by Buyer prior to the due date thereofapplicable law.

Purchase Price. (a) As consideration The purchase price for the Shares Interests (the “Purchase Price”) shall be a number of fully paid and nonassessable shares of Globalstar, Inc. common stock, par value US$0.0001 per share (the covenants and agreements of Seller set forth herein“Globalstar Stock”), Buyer shall deliver to Seller at the Closing in immediately available funds to be delivered by wire transfer (to a bank account designated at least three business days prior equal to the Closing Date in writing by Sellerquotient of (i) an amount (the "Purchase Price") equal to Six Million Five Hundred Seventy Three Million Thousand U.S. Dollars ($573,000,000US$6,500,000) less the sum of: Outstanding Service Fees (ias defined below) divided by (ii) the greater of (A) all Debt and other amounts outstanding under Adjusted Globalstar Stock Price. The “Adjusted Globalstar Stock Price” means the Existing Orion Credit Facility on December 31, 1996, net of cash on hand average of the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under closing price per share of the Existing Orion Credit Facility on Globalstar Stock as reported by the NASDAQ Stock Market for the 10 trading-day period ending upon the third trading day immediately preceding the Closing Date, net of cash on hand of the Entertainment Companies on the Closing Date; plus (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but not including, the Closing Date; plus (iii) the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) . The “Outstanding Service Fees” means all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, the Closing Date. (b) Not later than three Business Days prior amounts due to the Closing Date, Seller shall prepare and deliver to Buyer a statement (the "Preliminary Statement") containing (i) a schedule of total Debt anticipated to be outstanding Globalstar on the Closing Date under that certain Satellite Capacity Leasing Agreement, Agreement #GLLC-C-04-0161 between Globalstar LLC and an estimate the Operating Subsidiary dated as of unpaid interest May 1, 2004, as amended by the Amendment thereto dated as of May 1, 2004 and by the Addendum thereto dated as of May 1, 2004 and as assigned to LDG pursuant to the Assignment and Assumption Agreement between the Operating Subsidiary and LDG dated as of July 31, 2005 (as amended and assigned, the “Satellite Services Agreement”), after giving effect to all and any discounts, rebates and deductions granted to LDG by Globalstar (which discounts, rebates and deductions shall be accrued thereon no less than those accorded by Globalstar to other independent gateway operators). The parties acknowledge and agree that, as of the Closing Date date hereof and other amounts after giving effect to all applicable discounts, rebates and deductions, US$790,407.89 is due and owing from LDG to Globalstar under the Satellite Services Agreement for services rendered during periods to and including October 31, 2007 and that then will be payable the discount to which LDG is entitled with respect theretoto services rendered for periods commencing on or after November 1, 2007 is 50% (or such greater discount as may be accorded by Globalstar to other independent gateway operators for such periods). The parties further acknowledge and (ii) an estimate of cash agree that would be reflected on the Operating Subsidiary has received a consolidated balance sheet of Orion and its Subsidiaries prepared as portion of the Closing Date CISA Tax Reimbursements (adjustedas defined below), if necessaryand, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statementtherefore, a preliminary determination portion of the Outstanding Services Fees shall be paid by LDG (or the Operating Subsidiary at LDG’s direction) to Globalstar in accordance with Section 7(a) hereof. The parties (including Sellers) agree and acknowledge that the Globalstar Stock issued as the Purchase Price shall be made issued by Globalstar directly to Loral Space (rather than to any of Sellers). For the "Preliminary Purchase Price")avoidance of doubt, which Preliminary Purchase Price shall be subject to adjustment as provided in Sections 2.03(d) and (e). (c) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect thereto, as of the Closing Date (assuming that such Debt was repaid in full on that date), (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation of the Purchase Price. The Final Statement and the calculation of the Purchase Price shall be binding upon the parties to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days after its receipt of the Final Statement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes acknowledge and agree that no right of this Agreement. The fees and disbursements payment from LDG or the Operating Subsidiary in favor of Sellers or Loral Space shall arise as a result of treatment of the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order Outstanding Service Fees provided for it to make its evaluations under this Section 2.03herein. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Buyer shall deliver to Seller an amount equal to the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such payment, in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller prior to the due date thereof. (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Seller shall reimburse to Buyer an amount equal to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereof.

Purchase Price. (a) As consideration for On the Shares third Business Day before the Closing Date, Sellers will deliver to Purchaser an Estimated Closing Statement together with reasonably detailed documentation to support the calculations contained therein. On the terms and subject to the covenants and agreements of Seller conditions set forth herein, Buyer in consideration of the sale of the Acquired Assets, Purchaser shall deliver pay to Seller Sellers at the Closing in immediately available funds to be delivered by wire transfer (to a bank account designated at least three business days prior to the Closing Date in writing by Seller) an amount (to be allocated among the "Purchase Price"Sellers) equal to Five Hundred Seventy Three Million Dollars ($573,000,000) less the sum of: (i) the greater of (A) all Debt and other amounts outstanding under the Existing Orion Credit Facility on December 31, 1996, net of cash on hand result of the Entertainment Companies on December 31following formula, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility calculated based on the Estimated Closing DateStatement and subject to adjustment as set forth in Section 2.5 (the “Purchase Price”) in cash, net subject to Section 2.4: (a) The face value of cash on hand all Gross Receivables related to the CRS Accounts as of the Entertainment Companies on the Closing Date; plus (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued toEffective Time, but not including, the Closing Date; plus (iii) the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Datethose Gross Receivables constituting Related Assets with respect to any Restricted Item; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, the Closing Date.plus (b) Not later than three Business Days prior 8.75% of the face value of all Gross Receivables related to the Closing Date, Seller shall prepare and deliver to Buyer a statement (the "Preliminary Statement") containing (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon CRS Accounts as of the Closing Date and other amounts that then will be payable with respect thereto, and Effective Time (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, such amount calculated pursuant to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination of the Purchase Price shall be made (the "Preliminary Purchase Price"this Section 2.3(b), which Preliminary Purchase Price shall be subject to adjustment as provided in Sections 2.03(d) and (ethe “Premium”).; plus (c) Within thirty The aggregate Appraised Value of the Purchased Real Property; plus (30d) days after The sum of the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect theretoaggregate Net Book Values, as of the Closing Date Effective Time, of the Other Specified Assets, other than any Other Specified Assets constituting Related Assets with respect to any Restricted Item; plus (assuming that such Debt was repaid in full on that date)e) The sum of the aggregate Net Book Values, (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date Effective Time, of the Furniture and Equipment and the Account Supplies, other than any Account Supplies constituting Related Assets with respect to any Restricted Item; plus (adjustedf) The sum of the aggregate Net Book Values, if necessaryas of the Effective Time, of the Acquired Assets not included in clauses (a) through (e) above, other than any Acquired Assets constituting Related Assets with respect to give pro forma effect any Restricted Item; minus (g) The aggregate Net Book Value, as of the Effective Time, of the Rewards Program Liability, other than any part of the Rewards Program Liability constituting Related Liabilities with respect to distribution any Restricted Item; minus (h) The sum of the aggregate Net Book Values, as of the Effective Time, of the Other Specified Liabilities, other than any Other Specified Liabilities constituting Related Liabilities with respect to Seller any Restricted Item; minus (i) The sum of all capital stock the aggregate Net Book Values, as of Landmark on the Closing Date)Effective Time, of the Assumed Liabilities not included in clauses (g) and (iiih) a calculation of above, other than any Assumed Liabilities constituting Related Liabilities with respect to any Restricted Item; provided, that the Purchase Price. The Final Statement and Price in aggregate (taking into account any adjustments to the Purchase Price in accordance with this Agreement including the calculation of the Final Purchase Price shall be binding upon the parties to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days after its receipt of the Final Statement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30Correction Amount in accordance with Section 2.5) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03not exceed $39.5 billion dollars. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Buyer shall deliver to Seller an amount equal to the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such payment, in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller prior to the due date thereof. (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Seller shall reimburse to Buyer an amount equal to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereof.

Purchase Price. Subject to Section 13.6, Buyer will pay the Company and the Asset Sellers the following consideration (all together, the “Purchase Price”): (a) As consideration for the Shares and the covenants and agreements An aggregate of Seller set forth herein, Buyer shall deliver to Seller at the Closing in immediately available funds to be delivered by wire transfer (to a bank account designated at least three business days prior to the Closing Date in writing by Seller) an amount (the "Purchase Price") equal to Five Hundred Seventy Three Million Dollars ($573,000,000) 2,722,500 less the sum of: (i) the greater of (A) all Debt and other amounts outstanding under the Existing Orion Credit Facility on December 31, 1996, net of cash on hand of the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility on the Closing Date, net of cash on hand of the Entertainment Companies on the Closing Date; plus (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but not including, the Closing Date; plus (iii) the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, the Closing Date. (b) Not later than three Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement (the "Preliminary Statement") containing (i) a schedule of total Debt anticipated to be outstanding any Balance Sheet Adjustment Amount reflected on the Closing Date and an estimate of unpaid interest to be accrued thereon as of the Closing Date and other amounts that then will be payable with respect thereto, and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination of the Purchase Price shall be made Balance Sheet (the "Preliminary Purchase Price"), which Preliminary Purchase Price shall be subject to adjustment as provided in Sections 2.03(d“Closing Cash Payments”) and (e). (c) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect thereto, as of the Closing Date (assuming that such Debt was repaid in full on that date), (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation of the Purchase Price. The Final Statement and the calculation of the Purchase Price shall be binding upon the parties to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days after its receipt of the Final Statement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Buyer shall deliver to Seller an amount equal to the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such payment, in cash in immediately available funds by wire transfer to a bank account designated of the Company and ENBW in writing accordance with wire transfer instructions delivered by Seller prior the Company and ENBW to Buyer, payable by Buyer at the Closing as follows: (i) 45.6382% of the Closing Cash Payments to ENBW; and (ii) 54.3618% of the Closing Cash Payments to the due date thereofCompany. (eb) If An aggregate of $545,000 (the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"“Acquired Assets Delivery Payments”), then within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Seller shall reimburse to Buyer an amount equal to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated of the respective Asset Seller in writing accordance with wire transfer instructions delivered by the Asset Seller to Buyer, payable by Buyer prior upon completion of the training and delivery of the applicable Acquired Assets in accordance with Section 11.15 as follows: (i) 60% of the Acquired Assets Delivery Payments to ENVICA; and (ii) 40% of the Acquired Assets Delivery Payments to ENBW. (c) An aggregate of $875,000 (the “Future Cash Payments”), by wire transfer to a bank account of the Company in accordance with wire transfer instructions delivered by the Company to Buyer, payable by Buyer 18 months following the Closing Date. (d) An aggregate of $1,000,000 (the “Holdback Cash Payments”), by wire transfer to a bank account of the Company and ENBW in accordance with wire transfer instructions delivered by the Company and ENBW to Buyer, payable by Buyer on the date that is 24 months from the Closing Date as follows: (i) 50% of the Holdback Cash Payments to ENBW; and (ii) 50% of the Holdback Cash Payments to the due Company. (e) An aggregate of $600,000 (the “Contingent Payments”), by wire transfer to a bank account of the Company in accordance with wire transfer instructions delivered by the Company to Buyer, payable by Buyer to the Company as follows: $300,000 on December 1, 2007 and $300,000 on December 1, 2008; provided, however, that no Contingent Payments shall be made unless ▇▇▇▇-▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ is an employee of Buyer or any of its Affiliates on the date thereofthat such payment is due; provided, further, that if ▇▇▇▇-▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ terminates his employment for “Good Reason” (as such term is defined in his Employment Agreement) or has had his employment terminated by Buyer or any of its Affiliates without “Cause” (as such term is defined in his Employment Agreement), any Contingent Payments or remaining unpaid portion thereof shall be paid by Buyer on such dates. (f) For each of the calendar years 2004 through and including 2008, an amount equal to the lesser of (i) 25% of the Revenue in such year that exceeds the target revenue amounts for the applicable calendar year set forth in Schedule 2.3(f) and (ii) 20% of the Net Operating Cash in such year (the “Revenue Earnout Payments”). Any Revenue Earnout Payments will be payable by Buyer to ENBW by wire transfer to a bank account of ENBW in accordance with wire transfer instructions delivered by ENBW to Buyer, no later than April 15 following the revenue-generating year for which the applicable Revenue Earnout Payment was calculated. (g) For each of the calendar years 2004 through and including 2008, 19.5% of the amount by which Adjusted Net Cash Flow exceeds the target cash flow amounts for the applicable calendar year set forth in Schedule 2.3(g) (the “Cash Flow Earnout Payments”); provided that any Capital Expenditures in 2004 will not be included in the above calculation. Any Cash Flow Earnout Payments will be payable by Buyer to the Company by wire transfer to a bank account of the Company in accordance with wire transfer instructions delivered by the Company to Buyer no later than April 15 following the year for which the applicable Cash Flow Earnout Payment was calculated. (h) An aggregate of up to $5,022,220 (the “Acquired Assets Payments”), payable in 15 annual installments for each of the calendar years 2004 through 2018 equal to the lesser of (i) 10% of the IP Revenues for the applicable calendar year and (ii) $502,220, each payable by Buyer as follows: (i) 60% of the Acquired Assets Payments to ENVICA; and (ii) 40% of the Acquired Assets Payments to ENBW. Any Acquired Assets Payments to the Asset Sellers will be made by wire transfer to a bank account of the respective Asset Seller in accordance with wire transfer instructions delivered by the Asset Seller to Buyer, no later than 515 days following the end of the calendar year for which the applicable Acquired Assets Payment was calculated.

Purchase Price. (a) As consideration Subject to the terms and conditions of this Agreement, the aggregate purchase price (the “Purchase Price”) for the Shares Transferred Assets and Licensed CuraGen Rights (and which shall also include payment for the covenants and agreements Termination as provided for herein) shall be as follows: (i) Twenty Six Million United States Dollars ($26,000,000), together with such adjustments calculated in accordance with Section 3.3(d) above, which total adjusted amount shall be payable by TopoTarget to CuraGen on the Effective Date in cash by wire transfer of Seller set forth herein, Buyer shall deliver to Seller at the Closing in immediately available funds to be delivered such account or accounts designated by wire transfer (to a bank account designated at least three business days CuraGen prior to the Closing Effective Date in writing by Seller(the “Cash Purchase Price”), (ii) an obligation to deliver 5,000,000 TopoTarget Shares, which shares shall be subscribed to by CuraGen and issued by TopoTarget to CuraGen as soon as practicable after the Effective Date but in no event later than thirty (30) days following the Effective Date and (c) the contingent payment obligations, in an amount (the "Purchase Price") equal not to Five Hundred Seventy Three exceed Six Million United States Dollars ($573,000,0006,000,000) less in the sum of: (iaggregate, pursuant to Section 3.4(c) the greater of (Aand Section 3.4(d) all Debt and other amounts outstanding under the Existing Orion Credit Facility on December 31, 1996, net of cash on hand of the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility on the Closing Date, net of cash on hand of the Entertainment Companies on the Closing Date; plus (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but not including, the Closing Date; plus (iii) the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, the Closing Datebelow. (b) Not later than three Business Days prior to TopoTarget shall use commercially reasonable efforts to, and shall request that its financial advisors use commercially reasonable efforts to, during the Closing Dateperiod commencing on the Effective Date and ending on July 7, Seller shall prepare and deliver to Buyer a statement 2008 (the "Preliminary Statement"“Initial Period”), assist CuraGen, at CuraGen’s expense, in procuring placements for the 5,000,000 TopoTarget Shares comprising part of the Purchase Price on terms and conditions (including price) containing agreed upon by CuraGen in its sole discretion, provided that CuraGen agrees it shall sell any TopoTarget Shares for which (i) a schedule of total Debt anticipated TopoTarget’s financial advisors are able to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon as of the Closing Date and other amounts that then will be payable with respect thereto, procure one or more placees for at least [**] or more TopoTarget Shares and (ii) an estimate the price per share (net of cash any expenses paid by CuraGen) is greater than or equal to the average closing price of TopoTarget Shares on Nasdaq OMX Nordic Exchange Copenhagen over the [**] trading day period ending on the Effective Date. Notwithstanding the foregoing, should TopoTarget notify CuraGen that would be reflected on a consolidated balance sheet it intends to engage in any rights offering of Orion and more than [**] TopoTarget Shares: (x) TopoTarget shall use its Subsidiaries prepared as commercially reasonable efforts to include all of the Closing Date 5,000,000 TopoTarget Shares held by CuraGen in such offering up to the maximum amount deemed prudent by TopoTarget’s financial advisors, in which event CuraGen shall share in the reasonable and customary expenses of the offering in proportion to the total number of TopoTarget Shares sold by CuraGen and TopoTarget in such offering, (adjustedy) CuraGen shall refrain from selling or otherwise transferring any of its TopoTarget Shares during the Initial Period until the earliest to occur of the end of the Initial Period and the completion and/or abandonment of such rights offering and (z) CuraGen shall commit to sell in such rights offering any TopoTarget Shares it holds, if necessary, provided that the price per share (net of any expenses paid by TopoTarget) is greater than or equal to give pro forma effect to distribution to Seller the average closing price of all capital stock of Landmark TopoTarget Shares on Nasdaq OMX Nordic Exchange Copenhagen over the [**] trading day period ending on the Closing Effective Date). Based upon Notwithstanding the Preliminary Statementforegoing, should TopoTarget notify CuraGen that it intends to engage in any public offering (other than a preliminary determination rights offering) or private placement of equity securities representing more than [**] TopoTarget Shares: (x) CuraGen shall refrain from selling or otherwise transferring any of its TopoTarget Shares during the Initial Period until the earliest to occur of the end of the Initial Period and the completion and/or abandonment of such public offering or private placement, (y) TopoTarget shall offer to use the net proceeds of such offering to repurchase at a price per share (net of any expenses paid by TopoTarget) equal to the average closing price of TopoTarget Shares on Nasdaq OMX Nordic Exchange Copenhagen over the [**] trading day period ending on the Effective Date, provided that the offering is completed at a price per share (net of any expenses paid by TopoTarget) greater than or equal to the average closing price of TopoTarget Shares on Nasdaq OMX Nordic Exchange Copenhagen over the [**] trading day period ending on the Effective Date, and (z) CuraGen shall commit to sell to TopoTarget at such price any TopoTarget Shares it holds. In the event any such TopoTarget Shares have not been placed or otherwise sold in accordance with the first three (3) sentences of this Section 3.4(b) during the Initial Period, CuraGen shall be free to trade such TopoTarget Shares, provided such trades are in compliance in all cases with the requirements of the Securities Act and other applicable laws. In furtherance of the foregoing, TopoTarget shall take all steps necessary to ensure that the TopoTarget Shares delivered as part of the Purchase Price shall be made freely tradeable under Danish law (but not the "Preliminary Purchase Price"), which Preliminary Purchase Price shall be subject to adjustment Securities Act) on Nasdaq OMX Nordic Exchange Copenhagen as provided soon as practicable but in Sections 2.03(d) and (e). (c) Within no event later than thirty (30) days after the Closing Effective Date. In the event any such TopoTarget Shares have not been placed or otherwise sold in accordance with the first two sentences of this Section 3.4(b) during the Initial Period and are not then freely tradeable under Danish law (but not the Securities Act) on Nasdaq OMX Nordic Exchange Copenhagen as July 8, Buyer 2008 (and CuraGen has not withheld any reasonable assistance requested by TopoTarget in connection with such freely tradeable obligation), TopoTarget shall prepare and deliver pay to Seller CuraGen on a statement (the "Final Statement") containing monthly basis in arrears an amount equal to (i) a schedule the number of total Debt outstanding on the Closing Date such unplaced and accrued and unpaid interest thereon, and other amounts payable with respect thereto, as of the Closing Date (assuming that such Debt was repaid in full on that date), unsold TopoTarget Shares multiplied by (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as [**]% of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller average closing price of all capital stock of Landmark TopoTarget Shares on Nasdaq OMX Nordic Exchange Copenhagen over the [**] trading day period ending on the Closing Date), and Effective Date multiplied by (iii) a calculation the number of days elapsed since the later of (a) July 8, 2008 and (b) the last payment made pursuant to this sentence of this Section 3.4(b). With respect solely to the question of whether the TopoTarget Shares are freely tradeable prior to the expiration of the Purchase Price. The Final Statement Initial Period (and not including any other default relating to the calculation issuance of the Purchase Price TopoTarget Shares), such payment shall be binding upon TopoTarget’s sole liability and CuraGen’s sole remedy. CuraGen acknowledges that the parties to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days after its receipt of TopoTarget Shares have not been registered under the Final StatementSecurities Act, specifying and therefore all transactions in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement TopoTarget Shares shall be binding upon conducted in transactions exempt from, or not subject to the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such periodregistration requirements of, the disagreement shall be referred Securities Act. (c) For Net Sales of Products by TopoTarget and its Affiliates (but not for final determination to an independent accounting firm of national reputation selected Net Sales by the mutual agreement of Buyer and Seller (the "Selected Firm"any Sublicensee), and the resolution of that disagreement and the calculation TopoTarget shall pay to CuraGen a royalty equal to [**] percent ([**]%) of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes Net Sales of this Agreement. The fees and disbursements of the Selected Firm shall be paid Products received by Buyer and Seller TopoTarget or any Affiliate until such time as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented amounts paid to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations CuraGen under this Section 2.033.4(c) and Section 3.4(d) below equal Six Million Dollars ($6,000,000) in the aggregate. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred With respect to herein as the "Unpaid Balance")any Sublicense to any Sublicensee, then, in addition TopoTarget shall pay to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Buyer shall deliver to Seller CuraGen an amount equal to [**] percent ([**]%) of the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such payment, Sublicense Income actually received in cash by TopoTarget until such time as the amounts paid to CuraGen under Section 3.4(c) above and this Section 3.4(d) equal Six Million United States Dollars ($6,000,000) in immediately available funds by wire transfer to a bank account designated in writing by Seller prior to the due date thereofaggregate. (e) If Notwithstanding anything to the Preliminary Purchase Price is greater than contrary contained herein, only one royalty or other payment shall be paid to CuraGen for each unit of Product sold regardless of how many transactions may occur between manufacture of the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after unit of Product and purchase by the final determination of end user, it being understood and agreed that (i) any royalty under Section 3.4(c) will be based upon the Final Statement first arms length transaction between TopoTarget (or any Affiliate) and the Purchase Priceany Third Party, Seller (ii) any payment under Section 3.4(d) shall reimburse to Buyer an amount equal to the Overpayment, together with interest thereon only arise at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, receipt in cash in immediately available funds by wire transfer to TopoTarget of Sublicense Income and (iii) for the avoidance of doubt, sale of any specific unit of Product may only be eligible for a bank account designated in writing by Buyer prior to the due date thereofpotential payment under either Section 3.4(c) or Section 3.4(d) but not both such Sections.

Purchase Price. (a) As consideration for the Shares and the covenants and agreements of Seller set forth herein, Buyer shall deliver to Seller at the Closing in immediately available funds to be delivered by wire transfer (to a bank account designated at At least three two business days prior to the Closing Date in writing by Seller) an amount (the "Purchase Price") equal to Five Hundred Seventy Three Million Dollars ($573,000,000) less the sum of: (i) the greater of (A) all Debt and other amounts outstanding under the Existing Orion Credit Facility on December 31, 1996, net of cash on hand of the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility on the Closing Date, net of cash on hand of the Entertainment Companies on the Closing Date; plus (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but not including, the Closing Date; plus (iii) the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, the Closing Date. (b) Not later than three Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement setting forth Seller’s good faith estimates, together with reasonable supporting detail, of Closing Net Debt (the "Preliminary Statement") containing (i) a schedule of total Debt anticipated to be outstanding on the “Estimated Closing Date and an estimate of unpaid interest to be accrued thereon as of the Closing Date and other amounts that then will be payable with respect thereto, and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination of the Purchase Price shall be made (the "Preliminary Purchase Price"), which Preliminary Purchase Price shall be subject to adjustment as provided in Sections 2.03(dNet Debt”) and Closing Adjusted Working Capital (e“Estimated Closing Adjusted Working Capital”). (cb) Within thirty (30) days after Subject to Section 6.09, pursuant to the Closing Dateterms and subject to the conditions set forth in this Agreement, at the Closing, Buyer shall prepare and deliver pay or cause to Seller a statement be paid to the Selling Subsidiary (or one or more Affiliates as the "Final Statement") containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect thereto, as of the Closing Date (assuming that such Debt was repaid in full on that dateSelling Subsidiary may designate), (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation of the Purchase Price. The Final Statement and the calculation of the Purchase Price shall be binding upon the parties to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days after its receipt of the Final Statement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Buyer shall deliver to Seller an amount equal to the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such payment, in cash in immediately available funds by wire transfer to a one or more bank account accounts (such accounts to be designated in writing by Seller the Selling Subsidiary at least two business days prior to the due date thereofClosing Date), cash in U.S. dollars in an aggregate amount (the “Closing Date Amount”) equal to (i) $9,600,000,000 (the “Purchase Price”), minus (ii) if Estimated Closing Net Debt is a positive number, the amount of Estimated Closing Net Debt, plus (iii) the Unfunded Pension Liability Adjustment Amount plus (iv) if Estimated Closing Net Debt is a negative number, the absolute value of Estimated Closing Net Debt, plus (v) (x) Estimated Closing Adjusted Working Capital minus (y) the Target Amount (which difference may be positive or negative) and minus (vi) the Purchase Price Decrease (as defined in Annex A to Section 6.01(c)(xi) of the Disclosure Letter). The Selling Subsidiary hereby authorizes Seller (or such Subsidiaries as Seller may designate) to accept the Purchase Price on behalf of the Selling Subsidiary. (ec) If the Preliminary The Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Seller shall reimburse to Buyer an amount equal be subject to the Overpayment, together with interest thereon at the Reference Rate adjustment provisions of Section 2.04 and shall be allocated as described in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereofSection 8.03.

Purchase Price. (a) As consideration for the Shares and the covenants and agreements of Seller set forth herein, Buyer shall deliver to Seller at the Closing in immediately available funds to be delivered by wire transfer (to a bank account designated at least three business days prior sale to the Closing Purchaser of the Purchased Assets on the Initial Purchase Date in writing by Seller) and thereafter, the Purchaser shall pay to Chase USA an amount equal to the amount of the Principal Receivables created and sold pursuant hereto from and including the Initial Purchase Date; provided that the purchase price for Receivables sold hereunder in respect of Additional Accounts on the relevant Addition Date shall also include an amount equal to accrued Finance Charge Receivables in respect thereof as determined by Chase USA. The purchase price for Receivables created in any Monthly Period (the "Monthly Purchase Price") equal shall be paid to Five Hundred Seventy Three Million Dollars ($573,000,000) less the sum of: (i) the greater of (A) all Debt and other amounts outstanding under the Existing Orion Credit Facility on December 31, 1996, net of cash on hand of the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility Chase USA monthly in arrears on the Closing Datesucceeding Distribution Date in cash to the extent of Purchaser Available Funds and, net if Purchaser Available Funds are less than the Monthly Purchase Price (the amount of cash on hand of the Entertainment Companies on the Closing Date; plus (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but not includingsuch deficiency, the Closing Date; plus (iii) the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, the Closing Date. (b) Not later than three Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement (the "Preliminary Statement") containing (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon as of the Closing Date and other amounts that then will be payable with respect thereto, and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination of the Purchase Price shall be made (the "Preliminary Deferred Purchase Price"), which Preliminary by increasing the principal balance of the Seller Note. "Purchaser Available Funds" means, on any Distribution Date, the net amount of funds received by the Purchaser under the Pooling and Servicing Agreement on such Distribution Date after giving effect to all required payments, transfers and deposits required to be made by the Transferor pursuant to the Pooling and Servicing Agreement on such Distribution Date less the amount of interest due to Chase USA under the Seller Note. If there is more than one Account Owner at any time, Chase USA, each such other Account Owner and the Purchaser shall agree on a formula for allocating Purchaser Available Funds (and consequently the Deferred Purchase Price Price) among such Account Owners and such formula shall be subject deemed to adjustment as provided in Sections 2.03(d) and (e)modify the definition of "Purchaser Available Funds" hereunder. (c) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect thereto, as of the Closing Date (assuming that such Debt was repaid in full on that date), (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation of the Purchase Price. The Final Statement and the calculation of the Purchase Price shall be binding upon the parties to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days after its receipt of the Final Statement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Buyer shall deliver to Seller an amount equal to the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such payment, in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller prior to the due date thereof. (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Seller shall reimburse to Buyer an amount equal to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereof.

Purchase Price. AEG will purchase all the Receivables presented on a weekly basis and will consider them to be a pool of Receivables (aa "Receivable Pool"). Seller each week will forward the Supporting Documents with respect to each Receivable Pool to AEG by a national overnight delivery service for delivery by 10:00 AM the next business day. AEG will advise seller which Receivables, if any, AEG has classified as Client Risk Receivables within three (3) As consideration business days of AEG's receipt of all supporting documents with respect to a Receivable Pool. AEG will charge Seller a Service Fee equal to (i) [SERVICE FEE - PURCHASE] of the sum of the Net Invoice Values of all Receivables in a Receivable Pool at the time a Receivable Pool is purchased, and (ii) [SERVICE FEE - DAYS 31 AND 61] of the sum of the Net Invoice Values of any unpaid and outstanding Receivables within a Receivable Pool on each of the 31st and 61st days next following AEG's purchase of a particular Receivable Pool (each, a "Service Fee") for the Shares production, collection, accounting and administrative services rendered by AEG under this Agreement. Each Service Fee will be charged as an Advance under the covenants and agreements Line of Seller set forth herein, Buyer Credit on the date on which it is due. The purchase price for a Receivable Pool shall deliver be the sum of the Net Invoice Values of the Receivables in the Receivable Pool minus the Service Fees charged with respect to Seller at the Closing in immediately available funds to be delivered by wire transfer (to a bank account designated at least three business days prior to the Closing Date in writing by Seller) an amount that Receivable Pool (the "Purchase Price") equal to Five Hundred Seventy Three Million Dollars ($573,000,000) less the sum of: (i) the greater of (A) all Debt and other amounts outstanding under the Existing Orion Credit Facility on December 31, 1996, net of cash on hand of the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility on the Closing Date, net of cash on hand of the Entertainment Companies on the Closing Date; plus (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but not including, the Closing Date; plus (iii) the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, the Closing Date. (b) Not later than three Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement (the "Preliminary Statement") containing (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon as of the Closing Date and other amounts that then will be payable with respect thereto, and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination of the Purchase Price shall be made (the "Preliminary Purchase Price"), which Preliminary Purchase Price shall be subject to adjustment as provided in Sections 2.03(d) and (e). (c) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect thereto, as of the Closing Date (assuming that such Debt was repaid in full on that date), (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation of the Purchase Price. The Final Statement and the calculation of the Purchase Price shall be binding upon the parties to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days after its receipt of the Final Statement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Buyer shall deliver to Seller an amount equal to the Unpaid Balance, together with interest thereon at the Reference Rate in effect adjusted from time to time as provided in this Agreement. Upon AEG's acceptance of a Receivable Pool and its receipt of all Supporting Documents from Seller concerning that Receivable Pool, AEG shall be deemed to have purchased the Closing Date until the date of such payment, in cash in immediately available funds by wire transfer to a bank account designated in writing by Receivable Pool and Seller prior to the due date thereof. (e) If the Preliminary Purchase Price is greater than shall be paid the Purchase Price as follows: (i) to the extent there is an Outstanding Balance under or in connection with the Line of Credit, through the application of any amounts collected with respect to the Receivable Pool to such difference being referred to herein as an "Overpayment")Outstanding Balance; or (ii) if there is no Outstanding Balance under or in connection with the Line of Credit, then within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Seller shall reimburse to Buyer an amount through weekly payments equal to the Overpayment, together collections actually received by AEG in good funds with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior respect to the due date thereofReceivable Pool in the previous week.

Purchase Price. (a) As On the Closing Date, as full consideration for the Shares and Originators' sale of the covenants and agreements of Mortgage Loans to the Unaffiliated Seller, the Unaffiliated Seller set forth herein, Buyer shall will deliver to Seller at the Closing Originators an amount in immediately available funds to be delivered by wire transfer (to a bank account designated at least three business days prior cash equal to the Closing Date in writing by Seller) an amount (the "Purchase Price") equal to Five Hundred Seventy Three Million Dollars ($573,000,000) less the sum of: (i) the greater of (A) all Debt and other amounts outstanding under the Existing Orion Credit Facility on December 31, 1996, net of cash on hand 99.98442% of the Entertainment Companies on December 31, 1996, or aggregate principal balance as of the Closing Date of the Class A-1 Certificates and (B) all Debt accrued interest on such principal balance at the rate of 6.28% per annum, on the Class A-1 Certificates from (and other amounts outstanding under the Existing Orion Credit Facility on including) March 1, 2001 to (but not including) March 21, 2001, payable by wire transfer of same day funds. On the Closing Date, net of cash on hand as full consideration for the Unaffiliated Seller's sale of the Entertainment Companies on Mortgage Loans to the Closing Date; plus (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but not includingDepositor, the Closing Date; plus Depositor will deliver to the Unaffiliated Seller (iiii) an amount in cash equal to the greater sum of (A) Thirteen Million Dollars ($13,000,000) or 99.98442% of the aggregate principal balance as of the Closing Date of the Class A-1 Certificates and (B) all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid accrued interest on such Debt principal balance at the rate of 6.28% per annum, on the Class A-1 Certificates from (other than the Existing Orion Credit Facilityand including) accrued toMarch 1, 2001 to (but not including) March 21, 2001, payable by wire transfer of same day funds and (ii) the Closing DateClass X and Class R Certificates to be issued pursuant to the Pooling and Servicing Agreement. (b) Not later than three Business Days prior to On the Closing Date, as full consideration for the Originators' sale of the Mortgage Loans to the Unaffiliated Seller, the Unaffiliated Seller shall prepare and will deliver to Buyer a statement the Originators an amount in cash equal to the sum of (A) 13.48996% of the "Preliminary Statement") containing (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon notional amount as of the Closing Date and other amounts that then will be payable with respect thereto, of the Class A-IO Certificates and (iiB) accrued interest on such notional amount at the rate of 6.00% per annum, on the Class A-IO Certificates from (and including) March 1, 2001 to (but not including) March 21, 2001, payable by wire transfer of same day funds. On the Closing Date, as full consideration for the Unaffiliated Seller's sale of the Mortgage Loans to the Depositor, the Depositor will deliver to the Unaffiliated Seller (i) an estimate amount in cash equal to the sum of cash that would be reflected on a consolidated balance sheet (A) 13.48996% of Orion and its Subsidiaries prepared the notional amount as of the Closing Date of the Class A-IO Certificates and (adjustedB) accrued interest on such notional amount at the rate of 6.00% per annum, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary StatementClass A-IO Certificates from (and including) March 1, a preliminary determination 2001 to (but not including) March 21, 2001, payable by wire transfer of the Purchase Price shall be made (the "Preliminary Purchase Price"), which Preliminary Purchase Price shall be subject to adjustment as provided in Sections 2.03(d) same day funds and (e). (c) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect thereto, as of the Closing Date (assuming that such Debt was repaid in full on that date), (ii) a calculation of cash on hand that would the Class X and Class R Certificates to be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation of the Purchase Price. The Final Statement and the calculation of the Purchase Price shall be binding upon the parties to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days after its receipt of the Final Statement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access issued pursuant to the books Pooling and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03Servicing Agreement. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Buyer shall deliver to Seller an amount equal to the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such payment, in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller prior to the due date thereof. (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Seller shall reimburse to Buyer an amount equal to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereof.

Purchase Price. The Purchase Price for the Mortgage Loans purchased hereunder shall be (a) As consideration one hundred and one-quarter percent (100.25%) multiplied by the aggregate principal balance, as of the Cut-off Date, of the Mortgage Loans listed on the Mortgage Loan Schedule, minus (b) the environmental insurance policy premium payable by the Purchaser to American International Group (or such other insurer as the Purchaser shall approve) for the Shares and the covenants and agreements of Seller set forth herein, Buyer shall deliver to Seller at the Closing in immediately available funds to be delivered by wire transfer (to a bank account designated at least three business days prior environmental insurance coverage satisfactory to the Closing Date Purchaser with respect to those Mortgage Loans listed on Exhibit 6 hereto which are purchased by the Purchaser hereunder. The Purchase Price shall be payable in writing by accordance with ARTICLE VIII below, and subject to the Holdback as provided in Section 4.02. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller) an amount (the "Purchase Price") equal to Five Hundred Seventy Three Million Dollars ($573,000,000) less the sum of: (i) the greater of (A) all Debt and other amounts outstanding under the Existing Orion Credit Facility on December 31, 1996at closing, net of cash on hand of the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility accrued interest on the Closing Date, net unpaid principal amount of cash on hand of each Mortgage Loan from the Entertainment Companies on last date through which interest has been paid to the Closing Date; plus (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued Seller thereon to, but not including, the Closing Date; , plus (iii) the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt of the Entertainment Companies (other than Debt any Negative Escrows related thereto outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, the Closing Date. (b) Not later than three Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement (the "Preliminary Statement") containing (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon as of the Closing Date. The Purchase Price payable on the initial Closing Date shall not include that portion thereof attributable to, and other amounts that then will be payable by the Purchaser with respect theretoto, and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjustedSBOs; rather, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination such portion of the Purchase Price shall be made (payable by the "Preliminary Purchase Price")Purchaser to the Seller on the SBO Closing Date pursuant to Section 2.02 above, which Preliminary Purchase Price and shall be subject to adjustment as provided in Sections 2.03(d) and (e). (c) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect thereto, calculated as of the Closing applicable Cut-off Date (assuming that such Debt was repaid in full on that date), (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation of the Purchase Price. The Final Statement and the calculation of the Purchase Price shall be binding upon the parties to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days after its receipt of the Final Statement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine with respect thereto based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03those SBOs so purchased. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Buyer shall deliver to Seller an amount equal to the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such payment, in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller prior to the due date thereof. (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Seller shall reimburse to Buyer an amount equal to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereof.

Purchase Price. (a) As In consideration for of the Shares sale, assignment, transfer and conveyance to the covenants Depositor of the Aggregate Receivables and agreements of Seller related Transferred Assets, on the terms and subject to the conditions set forth hereinin this Agreement, Buyer shall the Depositor shall, on each Sale Date, pay and deliver to Seller at the Closing Nationstar, in immediately available funds to be delivered on the related Sale Date, or otherwise promptly following such Sale Date if so agreed by wire transfer (to Nationstar, as receivables seller, and the Depositor, a bank account designated at least three business days prior to the Closing Date in writing by Seller) an amount purchase price (the "“Purchase Price"”) equal to Five Hundred Seventy Three Million Dollars ($573,000,000) less the sum of: (i) in the case of one Receivable sold, assigned, transferred and conveyed on such Sale Date, the fair market value of such Receivable on such Sale Date or (ii) in the case more than one Receivable is sold, assigned, transferred and conveyed on such Sale Date, the aggregate of the fair market values of such Receivables on such Sale Date, payable in cash to the extent of funds available to the Depositor. To the extent that the Purchase Price of the Additional Receivables is greater than the cash portion of the Purchase Price, then the Depositor shall (i) first, pay such portion of the Purchase Price in the form of a borrowing under the Promissory Note in the form attached hereto as Exhibit A; provided however, that the Depositor may not make any borrowing under the Subordinated Note unless at the time of (Aand immediately after) all Debt each borrowing thereunder, both before and other amounts outstanding under after the Existing Orion Credit Facility on December 31sale transaction (1) the Depositor's total assets exceed its total liabilities, 1996, net of (2) the Depositor's cash on hand is sufficient to satisfy all of the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility on the Closing Date, net of cash on hand of the Entertainment Companies on the Closing Date; plus (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but not including, the Closing Date; plus (iii) the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt of the Entertainment Companies its current obligations (other than Debt outstanding its obligations under the Existing Orion Credit Facility on Subordinated Note and the Closing Dateobligation to pay the Purchase Price), (3) outstanding on the Closing Date; plus Depositor is adequately capitalized at a commercially reasonable level and (iv4) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, Depositor has determined that its financial capacity to meet its financial commitment under the Closing Date. (b) Not later than three Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement (the "Preliminary Statement") containing (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon as of the Closing Date and other amounts that then will be payable with respect thereto, Subordinated Note is adequate and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessarysecond, to give pro forma effect the extent the Depositor cannot make a borrowing under the Subordinated Note, accept a contribution to distribution its capital from Nationstar in an amount equal to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination of the Purchase Price shall be made (the "Preliminary Purchase Price"), which Preliminary Purchase Price shall be subject to adjustment as provided in Sections 2.03(d) and (e). (c) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and remaining unpaid interest thereon, and other amounts payable with respect thereto, as of the Closing Date (assuming that such Debt was repaid in full on that date), (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation portion of the Purchase Price. The Final Statement Nationstar is hereby authorized by the Depositor to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the calculation date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of the Purchase Price Depositor thereunder. Nationstar shall be binding upon the parties to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days after record in its receipt of the Final Statement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records all increases in and payments in reduction of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the outstanding principal amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Buyer shall deliver to Seller an amount equal to the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such payment, in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller prior to the due date thereofSubordinated Note. (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Seller shall reimburse to Buyer an amount equal to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereof.

Purchase Price. (a) As consideration for The total Purchase Price (the “Purchase Price”) of the RASA Shares and the covenants and agreements is US$*** (*** American dollars). The amount of Seller set forth herein, Buyer shall deliver US$*** (*** American dollars) payable to Seller at the Closing in immediately available funds to be delivered date by bank wire transfer to the account owned by IPS as detailed in Exhibit 1.02. Therefore, the US$*** (*** American dollars) paid to a bank account designated at least three business days prior IPS as Advance payment will be deducted, pursuant to the Offer dated ***. The US$*** American dollars) balance (the “Purchase Price Balance”) shall be payable to IPS *** months from the Closing Date in writing the same bank account informed by Seller) an amount (IPS in Exhibit 1.02 or the "account informed hereafter in the terms of Section 10.01. In the event the payment date was not a Business Day, the obligation will be paid on the next Business Day. The Purchase Price") equal to Five Hundred Seventy Three Million Dollars ($573,000,000) less Price Balance will not generate any type of interest. In the sum of: (i) event that the greater of (A) all Debt and other amounts outstanding under the Existing Orion Credit Facility Buyer defaults in whole or in part on December 31, 1996, net of cash on hand any of the Entertainment Companies on December 31payment obligations of the Purchase Price Balance, 1996it shall automatically become delinquent in full, without the need for any questioning or (B) all Debt requirement, and other amounts outstanding under the Existing Orion Credit Facility Buyer shall pay IPS *** penalty interest on the Closing Date, net of cash on hand portion of the Entertainment Companies Purchase Price Balance pending payment equivalent to *** the lending rate of Banco de la Nación Argentina for its dollar discount operations in *** days, until the effective date and full compliance with the Purchase Price Balance. *** Certain information on this page has been omitted and filed separately with the Closing Date; plus (ii) unpaid interest on Debt under Securities and Exchange Commission. Confidential treatment has been requested with respect to the Existing Orion Credit Facility accrued to, but not including, the Closing Date; plus (iii) the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, the Closing Dateomitted portions. (b) Not later than three Business Days prior By accepting IPS's Offer herein, Bioceres S.A. (the “Guarantor”) shall be constituted as a co-debtor, straightforward and principal payer before the Seller with respect to the Closing Date, Seller shall prepare and deliver to Buyer a statement (the "Preliminary Statement") containing (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon as of the Closing Date and other amounts that then will be payable with respect thereto, and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination full payment of the Purchase Price shall be made (Balance by the "Preliminary Purchase Price")Buyer within the scope set forth in this Section 1.02, which Preliminary pursuant to the terms in articles 1574, 1591 and amendments of the Argentine Code of Civil and Commercial Procedure. The guarantee resulting from the Financial Guarantee covers the principal, the punitive interest accruing in relation to the Purchase Price shall Balance, as well as any fees that may be subject to adjustment as provided in Sections 2.03(d) and (e). (c) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding imposed on the Closing Date and accrued and unpaid interest thereonBuyer and/or the Guarantor, and other amounts payable with respect theretothrough a final court decision, as in the judicial or arbitral proceedings that may be filed for total or partial breach of the Closing Date (assuming that such Debt was repaid obligations by the Buyer and/or the Guarantor. The Financial Guarantee shall remain in effect until the date on which the Purchase Price Balance is cancelled in full on that date), (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of even if the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation of the Purchase Price. The Final Statement and the calculation payment of the Purchase Price Balance is made by any individual or legal entity that is legally continuing the Buyer's business. In the event of total or partial breach of the obligations by the Buyer, IPS may send the Guarantor a payment claim so that the latter makes a first claim available to IPS at first request and without any condition, and without any prior questioning, all or part of the amounts guaranteed by the Financial Guarantee. Payment of the sums contained in the order for payment shall be binding upon the parties made to this Agreement unless Seller gives written notice of disagreement therewith to Buyer IPS within thirty (30) days after its receipt of the Final Statement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) *** Business Days after the final determination Notification Date. Once this offer is accepted, the Guarantor expressly renounces to invoke the benefits of excusion and division provided for in the terms of articles 1583, 1589 and amendments of the Final Statement Argentine Code of Civil and Commercial Procedure. The Buyer and the Guarantor, in relation to the Purchase PricePrice Balance, are obligated, as an essential condition of the Agreement, to pay all sums owed by virtue of the operations to be carried out hereunder only in the agreed currency, i. e. freely available American dollars, subject to the provisions of Articles 765 and 766 of the Argentine Code of Civil and Commercial Procedure. The Buyer and the Guarantor expressly waive their right under article 765 in fine of the Argentine Code of Civil and Commercial Procedure. Therefore, they cannot be released from the obligation by giving in payment the equivalent in legal tender currency. Notwithstanding the provisions in this contract, if as a consequence of new laws and/or regulations, or for any other circumstance legally admissible and beyond the control of the Buyer or the Guarantor, Buyer or Guarantor cannot pay the amounts owed in American dollars, the Parties hereto agree that the Buyer and the Guarantor shall deliver to Seller an only comply with their payment obligations by paying IPS the amount equal of pesos, or of the currency that with legal tender in the Argentine Republic could replace it in the future, to the Unpaid Balanceeffect that IPS, together at its option may: *** Certain information on this page has been omitted and filed separately with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such payment, in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller prior Securities and Exchange Commission. Confidential treatment has been requested with respect to the due date thereofomitted portions. (ea) If buy in the Preliminary Purchase Price is greater than stock exchange or over-the-counter market of the Purchase Price City of Buenos Aires -also at IPS option- the amount of public bonds of the Argentine Republic of the class IPS may opt for in each case, which, sold in the financial market of the City of Montevideo (such difference being referred to herein as an "Overpayment"Oriental Republic of Uruguay) or of New York (United States of America), then within five always at IPS option, allows IPS to acquire, net and free of any commission, expense, fee or tax, the the relevant amount of US dollars; or (5b) Business Days after buy net and free of any commission, expense, fee or tax, the final determination corresponding amount of US dollars, in the financial market of the Final Statement City of Montevideo (Oriental Republic of Uruguay) or of New York (United States of America), at IPS option. In order to determine the amount of pesos, or of the currency that may replace it, necessary to carry out the above-mentioned options, the quotation of the selling dollar exchange rate published by the newspapers AMBITO FINANCIERO or LA NACION or EL CRONISTA COMERCIAL shall be used, at IPS option, of the exchange business day immediately preceding that on which payment is to be made. This same criterion shall apply to the payment of all punitive interest, fines and indemnifications under this agreement, with the exercise of the options in favor of the party that is a creditor thereof. The Buyer declares that, puruant to this agreement, it has taken into account the prevailing conditions in the financial and exchange markets. The Buyer also declares that it has carried out a detailed analysis and evaluation of all the economic, financial and legal variables and the Purchase Pricepossible modifications that may occur in the future. Therefore, Seller shall reimburse the Buyer assumes the corresponding random chances and irrevocably waives to Buyer an amount equal to invoke the Overpaymenttheory of unpredictability, together with interest thereon at and any other similar figure or concept, stipulated by law or not and the Reference Rate case law, in effect from time to time from the Closing Date until the date of such reimbursementat present or stipulated hereinafter, in cash in immediately available funds by wire transfer order to a bank account designated in writing by Buyer prior seek the revision of the agreement herein or to render the due date thereofagreement hereto null and void.

Purchase Price. (a) As consideration The purchase price for the Shares Put Interest shall be calculated as follows: (i) If the date of the Exercise Notice is a date falling in the First Put Exercise Period and the covenants Put Closing Date occurs on or after the ***, the purchase price for the Put Interest shall be ***. If the date of the Exercise Notice is a date falling in the Second Put Exercise Period, the purchase price for the Put Interest shall be ***. If the date of the Exercise Notice is a date falling in the Third Put Exercise Period, the purchase price for the Put Interest shall be ***. In each case, the purchase price shall be ***. (ii) If the date of the Exercise Notice is a date falling in the First Put Exercise Period and agreements of Seller set forth herein, Buyer shall deliver to Seller at the Put Closing in immediately available funds to be delivered by wire transfer (to a bank account designated at least three business days Date occurs prior to the ***, the purchase price for the Put Interest shall be the amount of ***; provided, that if the Put Closing Date in writing is a date falling on or before the date that is *** after the Effective Date, the purchase price for the Put Interest shall be calculated ***, and, provided further, that if the transaction arising out of the exercise of the Put gives rise to an obligation to make an Unjust Enrichment Payment to the FCC pursuant to Section 1.2111, of the FCC Rules (or any similar rule) then the purchase price for the Put Interest shall be reduced by Seller) an amount (the "Purchase Price") equal to Five Hundred Seventy Three Million Dollars the Unjust Enrichment Payment. ($573,000,000iii) less the sum of: For purposes of subsections (i) the greater of (A) all Debt and other amounts outstanding under the Existing Orion Credit Facility on December 31, 1996, net of cash on hand of the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility on the Closing Date, net of cash on hand of the Entertainment Companies on the Closing Date; plus (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but not including, the Closing Date; plus (iii) the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, the Closing Date. (b) Not later than three Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement (the "Preliminary Statement") containing (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon as of the Closing Date and other amounts that then will be payable with respect thereto, and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjustedabove, if necessarythe Put Interest is a membership interest in a Holding Subsidiary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination of the Purchase Price shall be made (calculated by taking into account only that portion of C9 Wireless’ Capital Contribution to Royal Street that is properly allocated to such Holding Subsidiary based on the "Preliminary Purchase Price"), which Preliminary Purchase Price shall be subject value of such Holding Subsidiary in proportion to adjustment as provided in Sections 2.03(d) and (e)the aggregate value of all the Holding Subsidiaries. (civ) Within thirty (30) days after At GWI’s sole option, if the common stock of *** is publicly traded on either the NASDAQ National Market System or the New York Stock Exchange on the Put Closing Date, Buyer shall prepare GWI may pay all or a portion of the purchase price for the Put Interest in common stock of *** that is freely transferable under the Securities Act and deliver all applicable state securities laws. For purposes of determining the number of shares of common stock required to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding be delivered on the Put Closing Date Date, the value of each share of common stock to be delivered shall be the lesser of (A)*** ***; provided, however, that GWI may not pay any portion of the purchase price with *** common stock to the extent that the common stock to be delivered exceeds 2% of the total *** common stock held by non-affiliates that is freely transferable under the Securities Act and accrued and unpaid interest thereon, and other amounts payable with respect thereto, all applicable state securities laws as of the Closing Date (assuming that such Debt was repaid in full on that date), (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Put Closing Date), and (iii) a calculation of the Purchase Price. The Final Statement and the calculation of the Purchase Price shall be binding upon the parties to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days after its receipt of the Final Statement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Buyer shall deliver to Seller an amount equal to the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such payment, in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller prior to the due date thereof. (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Seller shall reimburse to Buyer an amount equal to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereof.

Purchase Price. (a) As The aggregate consideration payable for the Shares Equity Interests (including the other Acquired Interests and the covenants Transferred Assets) shall be equal to $4,400,000,000 (four billion, four hundred million Dollars) (the “Base Purchase Price”), plus the Final Closing Cash Amount, minus the Final Closing Indebtedness Amount, minus the Final Closing Transaction Expense Amount, plus the Working Capital Excess (if any), minus the Working Capital Deficit (if any), minus the Final Closing Receivables Adjustment Amount (if any), minus the Final Closing Bond Exchange and agreements of Seller set forth hereinAssumption Amount (if any), minus the Final Closing Performance Adjustment Amount (if any), minus the Final Closing Capex Deficiency, and, if Buyer makes the Stock Purchase Request, minus the Stock Purchase Request Reduction Amount (the Base Purchase Price, as so adjusted, the “Purchase Price”). The Purchase Price shall deliver be paid pursuant to Article IV, shall be paid to an account or accounts designated by Seller, and shall be paid to Seller at in accordance with the Closing in immediately available funds to be wire instructions delivered by wire transfer (to a bank account designated at least three business days prior to the Closing Date Seller in writing by Seller) an amount (the "Purchase Price") equal to Five Hundred Seventy Three Million Dollars ($573,000,000) less the sum of: (i) the greater of (A) all Debt and other amounts outstanding under the Existing Orion Credit Facility on December 31, 1996, net of cash on hand of the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility on the Closing Date, net of cash on hand of the Entertainment Companies on the Closing Date; plus (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but not including, the Closing Date; plus (iii) the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, the Closing Dateaccordance with Section 4.2(b). (b) Not later than three Business Days prior to Solely if the Closing DateKing Street Acquisition is not consummated as part of the Closing, Seller shall prepare and deliver to Buyer a statement (the "Preliminary Statement") containing (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon as of the Closing Date and other amounts that then will be payable with respect thereto, and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination of the Base Purchase Price shall be made (reduced by the "Preliminary amount of the King Street Purchase Price"), which Preliminary (ii) at Closing, Buyer shall deposit an amount of cash equal to the King Street Purchase Price shall be subject to adjustment as provided with the Escrow Agent in Sections 2.03(daccordance with the terms of the Escrow Agreement (such amount, the “King Street Escrow Amount”) and (e)iii) the aggregate consideration payable by Buyer at the King Street Deferred Closing (if it occurs) shall be equal to the King Street Purchase Price. (c) Within thirty (30) days after Solely if the Closing DateAdvantage Acquisition is not consummated as part of the Closing, Buyer shall prepare and deliver to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect thereto, as Base Purchase Price shall be reduced by the amount of the Closing Date (assuming that such Debt was repaid in full on that date)Advantage Purchase Price, (ii) a calculation at Closing, Buyer shall deposit an amount of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as equal to the Advantage Purchase Price with the Escrow Agent in accordance with the terms of the Closing Date Escrow Agreement (adjustedsuch amount, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), “Advantage Escrow Amount”) and (iii) a calculation of the Purchase Price. The Final Statement and aggregate consideration payable by Buyer at the calculation of the Purchase Price Advantage Deferred Closing (if it occurs) shall be binding upon the parties to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days after its receipt of the Final Statement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Buyer shall deliver to Seller an amount equal to the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such payment, in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller prior to the due date thereof. (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after the final determination of the Final Statement and the Advantage Purchase Price, Seller shall reimburse to Buyer an amount equal to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereof.

Purchase Price. (a) As consideration The purchase price for the Shares and Purchased Interests or Assets (the covenants and agreements of Seller set forth herein, Buyer “Purchase Price”) shall deliver to Seller at the Closing in immediately available funds to be delivered determined by wire transfer a qualified appraiser or appraisers (to the extent that Licensor and Licensee mutually agree that it would be prudent to retain an appraiser to appraise the value real property and another appraiser to appraise a bank account designated at least three business days prior to the Closing Date Branded Retail Store’s other assets) mutually agreed upon in writing by Seller) an amount (the "Purchase Price") equal to Five Hundred Seventy Three Million Dollars ($573,000,000) less the sum of: (i) the greater of (A) all Debt Licensor and other amounts outstanding under the Existing Orion Credit Facility on December 31, 1996, net of cash on hand of the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility on the Closing Date, net of cash on hand of the Entertainment Companies on the Closing Date; plus (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but not including, the Closing Date; plus (iii) the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, the Closing Date. (b) Not later than three Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement (the "Preliminary Statement") containing (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon as of the Closing Date and other amounts that then will be payable with respect thereto, and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination of the Purchase Price shall be made (the "Preliminary Purchase Price"), which Preliminary Purchase Price shall be subject to adjustment as provided in Sections 2.03(d) and (e). (c) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect thereto, as of the Closing Date (assuming that such Debt was repaid in full on that date), (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation of the Purchase Price. The Final Statement and the calculation of the Purchase Price shall be binding upon the parties to this Agreement unless Seller gives written notice of disagreement therewith to Buyer Licensee within thirty (30) days after its of Licensee’s receipt of the Final Statement, specifying in reasonable detail the nature and extent of such disagreementPurchase Notice. If Buyer Licensor and Seller mutually Licensee cannot agree upon the Final Statement and the calculation selection of an appraiser(s), each shall designate an appraiser within forty five (45) days of Licensee’s receipt of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon Notice to appraise the parties to this AgreementPurchased Interests or Assets. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm appraised values of national reputation selected the Purchased Interests or Assets established by the mutual agreement two (2) appraisals are within ten percent (10%) of Buyer and Seller (the "Selected Firm")each other, and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements average of the Selected Firm shall be paid by Buyer and Seller as two (2) appraised values. If the Selected Firm shall determine based upon its assessment appraised values of the relative merits Purchased Interests or Assets established by the two (2) appraisals are not within ten percent (10%) of each another, the positions taken by each in any disagreement presented appraisers shall together designate a third appraiser to conduct a third appraisal of Purchased Interests or Assets. In such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03. (d) If the Preliminary Purchase Price is less than event, the Purchase Price shall be determined by averaging the appraised values established by all three (3) appraisals. The appraised value of the Purchased Interests or Assets established by the appraiser(s) shall, with respect to each Branded Retail Store, be the reasonable fair market value of the assets of such difference being referred to herein as Branded Retail Store based on their continuing use in, as, and for the "Unpaid Balance"operation of such Branded Retail Store and each appraiser will designate a price for each category of asset (e.g., land, building, equipment, fixtures, etc.), then, in addition but shall not include the value of any goodwill of the business that is attributable to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination Licensed Property. The appraised value of the Final Statement Purchased Interests or Assets established by the appraiser(s) shall, with respect to each Branded Retail Store, reflect a multiple of total gross sales at the Branded Retail Store that is comparable to similar purchase of stores in the same industry and the Purchase Price, Buyer shall deliver in a similar geographic location. If a party does to Seller select an amount equal appraiser pursuant to the Unpaid Balanceprocedures and timelines set forth in this Section 7.2, together with interest thereon at the Reference Rate in effect from time to time from appraisal delivered by the Closing Date until other party’s designated appraiser shall be binding on the date of such payment, in cash in immediately available funds by wire transfer to a bank account parties. Licensor or its designated in writing by Seller prior to the due date thereof. (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after the final determination purchaser and Licensee will each pay one-half of the Final Statement appraisers’ fees and the Purchase Price, Seller shall reimburse to Buyer an amount equal to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereofexpenses.

Purchase Price. (a) As In consideration of the transfer of the Purchased Assets and the Business, Buyers agree to pay for the Shares and the covenants and agreements of Seller set forth herein, Buyer shall deliver to Seller at the Closing in immediately available funds to be delivered by wire transfer (to a bank account designated at least three business days prior to the Closing Date in writing by Seller) an amount Purchased Assets (the "Purchase Price"), consideration in the form of the assumption of the Assumed Liabilities, and the cash and shares of Almost Family, Inc. common stock (“AFAM Shares”) equal to Five Hundred Seventy Three Million Dollars ($573,000,000) less the sum of: as follows: (i) $8,000,000 in cash by wire transfer of immediately available funds at Closing (subject to paragraphs 2.1(b) through (d)); (ii) $2,000,000 in the greater form of Almost Family, Inc. common stock (A) all Debt and other amounts outstanding under the Existing Orion Credit Facility on December 31, 1996, net "Closing AFAM Shares"). The number of cash on hand Closing AFAM Shares shall be fixed as of the Entertainment Companies Closing Date by dividing $2,000,000 by the average closing price of AFAM Shares as reported on December 31, 1996, or (B) all Debt and other amounts outstanding under NASDAQ for the Existing Orion Credit Facility on 20 trading days immediately prior to the Closing Date, net of cash . Closing AFAM Shares shall be issued among Selling Parties in the percentages set forth on hand of the Entertainment Companies on the Closing Date; plus (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but not including, the Closing Date; plus Schedule 2.1(a)(ii). (iii) the greater of up to $6,900,000 in contingent consideration (A"Contingent Consideration") Thirteen Million Dollars ($13,000,000) or (B) all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility based on the Closing DateNet Revenues (as defined below) outstanding on generated by the Closing Date; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued toBusiness after Closing, but not including, the Closing Datecalculated and payable as provided in paragraph 2.2. (b) Not later than three Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement (the "Preliminary Statement") containing (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon as of the Closing Date and other amounts that then will be payable with respect thereto, and (ii) an estimate of The cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination portion of the Purchase Price payable at Closing pursuant to paragraph 2.1(a)(i) shall be made (increased or decreased, as applicable, to account for any proration of expense items relating to the "Preliminary Purchase Price"), which Preliminary Business. The parties agree to enter into a closing statement at Closing setting forth the determination of the cash portion of the Purchase Price payable at Closing. The payment of Contingent Consideration shall be treated and reported for tax purposes by Selling Parties and Buyers as additional purchase consideration subject to adjustment as provided in Sections 2.03(d) and (e)installment sales treatment under Section 453 of the Internal Revenue Code. (c) Within thirty (30) days after Buyers shall have the Closing Date, Buyer shall prepare and deliver right to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect thereto, as satisfy directly out of the cash consideration payable at Closing Date (assuming that such Debt was repaid in full the liabilities of Sellers identified on that dateSchedule 2.1(c), (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation of the Purchase Price. The Final Statement and the calculation of the Purchase Price shall be binding upon the parties to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days after its receipt of the Final Statement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03. (d) If The parties acknowledge that Selling Parties have engaged The Braff Group (“Braff”) to act as their broker or agent in connection with the Preliminary Purchase Price is less than transactions described in this Agreement. Any compensation payable to Braff shall be the sole responsibility of Selling Parties, and Buyers shall under no circumstance be liable for payment of any such compensation. The closing statement shall set forth the amount of compensation to be paid directly to Braff out of the cash portion of the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Buyer shall deliver to Seller an amount equal to the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such payment, in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller prior to the due date thereofClosing. (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Seller shall reimburse to Buyer an amount equal to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereof.

Purchase Price. (a) As consideration The Purchase Price for the Shares and the covenants and agreements of Seller set forth herein, Buyer shall deliver to Seller at the Closing in immediately available funds to be delivered by wire transfer (to a bank account designated at least three business days prior to the Closing Date in writing by Seller) an amount (the "Purchase Price") equal to Five Acquired Assets is Four Hundred Seventy Three Million Fifty Thousand Dollars ($573,000,000450,000.00) less payable as follows: Upon the execution of this Agreement by all parties Property Management Buyer shall pay to Escrow Agent (hereinafter defined) the sum of: of (i) an initial refundable deposit of Fifty Thousand Dollars ($50,000.00) (the “Initial Deposit”) to ▇▇▇▇▇▇▇ Law Group, P.A. Trust Account (“Escrow Agent”); and within two (2) business days after the expiration of the Due Diligence Period (ii) Fifty Thousand Dollars ($50,000.00) (the “Additional Deposit”) (the Initial Deposit and Additional Deposit are collectively referred to as the “Deposit”); and, at Closing (hereinafter defined) Property Management Buyer shall pay to Property Management Seller (i) the greater sum of (A) all Debt and other amounts outstanding under the Existing Orion Credit Facility on December 31, 1996, net of cash on hand of the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility on the Closing Date, net of cash on hand of the Entertainment Companies on the Closing Date; plus (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but not including, the Closing Date; plus (iii) the greater of (A) Thirteen Million Three Hundred Fifty Thousand Dollars ($13,000,000350,000.00 (“Balance Due”) (subject to any prorations, credits or (B) all Debt agreed upon a adjustments as provided for herein). The Purchase Price shall be payable by Property Management Buyer to Property Management Seller, by wire transfer funds, plus or minus the specific items hereinafter described and the usual and ordinary prorations and credits, including but not limited to rent, if any paid for the lease of the Entertainment Companies (other than Debt outstanding under leased premises and any leased equipment assumed by Property Management Buyer, personal property taxes for the Existing Orion Credit Facility year of closing imposed on the Closing Date) outstanding on the Closing Date; plus assets, real estate taxes, gift card liabilities, (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not includingcollectively, the “Prorations and Credits”). Further, any security deposits held by the vendor/lessor of the leased premises and any leased equipment being assumed by Property Management Buyer shall be reimbursed to Property Management Seller at the time of Closing Date. (b) Not later than three Business Days prior to provided that said vendor/lessor shall transfer the Closing Date, Seller shall prepare and deliver to said security deposit for the benefit of the Property Management Buyer a statement (the "Preliminary Statement") containing (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon as of the Closing Date Date. The parties hereto agree to re-prorate as to any errors in the listing or payment of Prorations and Credits. Property Management Seller shall be responsible for electricity, telephone, water and sewer, gas and other utility charges, salaries and accrued vacation and other benefits of employees, payment of all amounts that then will be payable with respect theretoowed by Property Management Seller to any governmental agency or unit, and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller payment of all capital stock of Landmark on amounts secured by Liens against the Closing Date)Acquired Assets. Based upon To the Preliminary Statement, a preliminary determination of extent that one party owes money to the Purchase Price shall be made (the "Preliminary Purchase Price"), which Preliminary Purchase Price shall be subject to adjustment as provided in Sections 2.03(d) and (e). (c) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect thereto, as of the Closing Date (assuming that such Debt was repaid in full on that date), (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation of the Purchase Price. The Final Statement and the calculation of the Purchase Price shall be binding upon the parties pursuant to this Agreement unless Seller gives written notice of disagreement therewith to Buyer section, such party shall pay all amounts so owed within thirty (30) days after its receipt written notice thereof. In accordance with the provisions of Section 2(e) of the Final StatementRestaurant Asset Purchase Agreement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation a portion of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Restaurant Asset Purchase Price shall be final held pursuant to an escrow agreement in form and binding upon substance reasonably acceptable to Property Management Buyer and Property Management Seller (the parties hereto “Closing Escrow Agreement”) to secure the indemnification obligations of both the Restaurant Asset Seller and the Property Management Seller under this Agreement for purposes a period of this one (1) year after Closing. The Escrow Cash will be released only in accordance with the terms of the Closing Escrow Agreement. The fees Property Management Seller acknowledges and disbursements of the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations agrees that Property Management Buyer’s remedies under this Section 2.03. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Buyer shall deliver to Seller an amount equal to the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until Escrow Agreement are the date of such payment, Property Management Buyer’s sole and exclusive recourses or remedies in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller prior to the due date thereofconnection herewith. (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Seller shall reimburse to Buyer an amount equal to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereof.

Purchase Price. (a) As consideration The aggregate purchase price for the Shares Purchased Membership Interests (the “Purchase Price”) shall be (A) Four Million Dollars ($4,000,000) consisting of, at Buyer’s sole discretion (i) the offset against any amount owing to Buyer or any of its Affiliates by Seller or the Teco Subsidiaries under the Management Agreement or the CSW Note; provided, however, that any payment of the Purchase Price by offset of amounts due under the CSW Note shall reduce the Purchase Price by an amount equal to one hundred and ten percent (110%) of the covenants amount of the principal and agreements accrued interest offset under the CSW Note (the “Offset Amount”), or (ii) cash (the “Cash Purchase Price”), or (iii) a combination of the foregoing, and (B) the issuance to the Seller of the Seller Note described in Section 2.3 below. (b) Seller and Buyer agree that the Purchase Price to be paid at the Closing shall be (A) reduced by any (i) Employee Liability Amounts, (ii) Teco Subsidiary Fines, (iii) Liabilities of the Teco Subsidiaries incurred prior to the Management Commencement Date and not included on the Balance Sheet, and (iv) 50% of all costs and expenses incurred by the Buyer and its Affiliates in connection with obtaining the Nevada Approval, and (B) increased by the amount of (i) Closing Inventory, and (ii) Closing Cash. Seller and Buyer further agree that except as expressly set forth hereinin the preceding sentence, the Purchase Price to be paid at the Closing shall not be reduced by any Liabilities of the Teco Subsidiaries incurred in the ordinary course of business following the Management Commencement Date other than in respect of accrued management fees due to Buyer under the Management Agreement. (c) Buyer shall deliver to Seller at the Closing in immediately available funds to be delivered by wire transfer (to a bank account designated at least three business no less than two days prior to the Closing Date in writing by Seller) an amount a schedule (the "“Purchase Price"Price Schedule”) equal to Five Hundred Seventy Three Million Dollars ($573,000,000) less the sum of: setting forth (i) its calculation of both the greater of (A) all Debt Purchase Price and other amounts outstanding under the Existing Orion Credit Facility on December 31Cash Purchase Price, 1996, net of cash on hand of the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility on the Closing Date, net of cash on hand of the Entertainment Companies on the Closing Date; plus (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but not including, the Closing Date; plus (iii) the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, the Closing Date. (b) Not later than three Business Days prior after giving effect to the Closing Date, Seller shall prepare Offset Amount and deliver the adjustments to Buyer a statement (the "Preliminary Statement"Purchase Price pursuant to Section 2.2(b) containing (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon as of the Closing Date and other amounts that then will be payable with respect theretoabove, and (ii) an estimate a list of cash that would be reflected on a consolidated balance sheet third-party creditors of Orion and the Seller or its Subsidiaries prepared as to whom Buyer will apply a portion of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination proceeds of the Cash Purchase Price shall be made to reduce (or pay in full) amounts owed to them by Seller or its Subsidiaries (the "Preliminary Purchase Price"), which Preliminary Purchase Price shall be subject to adjustment as provided in Sections 2.03(d) and (e). (c) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect thereto, as of the Closing Date (assuming that such Debt was repaid in full on that date), (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation of the Purchase Price. The Final Statement and the calculation of the Purchase Price shall be binding upon the parties to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days after its receipt of the Final Statement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"“Named Creditors”), and the resolution amount of such payments to be made by Buyer to the Named Creditors at the Closing (the “Payoff Amounts”); provided, however, that disagreement and the calculation Payoff Amounts shall not include any Liabilities of the total Debt, cash on hand resulting therefrom and Teco Subsidiaries incurred in the Purchase Price shall be final and binding upon ordinary course of business following the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03Management Commencement Date. (d) If the Preliminary The Purchase Price is less than Schedule shall be prepared by Buyer in good faith. In the event Seller in good faith reasonably objects to the Purchase Price (such difference being referred to herein as Schedule or any amount set forth thereon, the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Buyer shall deliver to Seller an amount equal to the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date promptly provide a detailed notice of such paymentobjection to Buyer, and Buyer and Seller (and their respective Representatives) shall negotiate in cash in immediately available funds by wire transfer good faith to a bank account designated in writing by Seller resolve such objection as soon as possible prior to the due date thereofClosing. (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Seller shall reimburse to Buyer an amount equal to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereof.

Purchase Price. (a) As consideration for the Shares and the covenants and agreements of Seller set forth herein, Buyer shall deliver to Seller at the Closing in immediately available funds to be delivered by wire transfer (to a bank account designated at least three business days prior to the Closing Date in writing by Seller) an amount The purchase price (the "Purchase Price") equal to Five Hundred Seventy Three Million Dollars ($573,000,000) less for the sum of: (i) the greater mortgage loans shall consist of (Aa) all Debt and other amounts outstanding under cash in the Existing Orion Credit Facility on December 31, 1996, net amount of cash on hand _____________% of the Entertainment Companies on December 31aggregate scheduled principal balance thereof as of the cut-off date, 1996, or (B) all Debt and other amounts outstanding under plus accrued interest thereon at the Existing Orion Credit Facility rate of 6.00% per annum on the Closing Date, net of cash on hand of the Entertainment Companies mortgage loans in pool I and 5.50% per annum on the Closing Date; plus (ii) unpaid interest on Debt under mortgage loans in pool II, from and including the Existing Orion Credit Facility accrued tocut-off date to but excluding the closing date, but not including, the Closing Date; plus (iii) the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, the Closing Date. (b) Not later than three Business Days prior the class IA-IO and IIA-IO certificates, (c) the class LR certificates and (d) the class PR certificates. Such cash shall be payable by CMSI to the Closing DateSeller on the closing date in same-day funds, and the Seller will receive on the closing date: (a) the class IA-IO and IIA-IO certificates and (b) the class LR and class PR certificates evidencing the residual interests in the lower-tier REMIC and the pooling REMIC, respectively. If CMSI for any reason shall repay to any Underwriter any portion of the price paid to CMSI by any Underwriter pursuant to the Underwriting Agreements, the Seller shall prepare simultaneously and deliver in the same manner repay to Buyer CMSI a statement (the "Preliminary Statement") containing (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon as of the Closing Date and other amounts that then will be payable with respect thereto, and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination proportionate amount of the Purchase Price shall be made (the "Preliminary Purchase Price"), which Preliminary Purchase Price shall be subject as such repayment to adjustment as provided in Sections 2.03(d) and (e). (c) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect thereto, as of the Closing Date (assuming that such Debt was repaid in full on that date), (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation any Underwriter. Upon payment of the Purchase Price, the Seller shall transfer, assign, set over and otherwise convey to CMSI without recourse all of the Seller's right, title and interest in and to the mortgage loans, including all interest and principal received or receivable by the Seller on or with respect to the mortgage loans (other than payments of principal and interest due and payable on the mortgage loans on or before the cut-off date and prepayments of principal on the mortgage loans received or posted prior to the close of business on the cut-off date), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies and Primary Mortgage Insurance Certificates. The Final Statement Seller agrees to deliver to CMSI all documents, instruments and agreements required to be delivered by CMSI to the calculation Trustee under the Pooling Agreement and such other documents, instruments and agreements as CMSI shall reasonably request. CMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Purchase Price Mortgages to the Trustee (and endorsements of any Mortgage Notes relating thereto) in recordable form. Such assignments and endorsements shall be binding upon not affect the parties to this Agreement unless Seller gives written notice rights of disagreement therewith to Buyer within thirty (30) days after its receipt of the Final Statement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access or to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03Pooling Agreement. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Buyer shall deliver to Seller an amount equal to the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such payment, in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller prior to the due date thereof. (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Seller shall reimburse to Buyer an amount equal to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereof.

Purchase Price. As the full purchase price to be paid by -------------- Newco to the respective Stockholders for the respective Company Securities to be purchased hereunder, at the Closing, Newco shall deliver to the Stockholders securities of the Parent as follows: (a) As consideration for the Shares and the covenants and agreements For each share of Seller set forth hereinCompany Common Stock held by a Stockholder, Buyer Newco shall deliver to Seller at such Stockholder .31246, as such number may be adjusted as provided in Section 1.2(e) below (as so adjusted, the Closing in immediately available funds to be delivered by wire transfer (to a bank account designated at least three business days prior to "Conversion Number"), ------------------ fully paid and non-assessable shares of Class A Common Stock, par value $.01 per share, of the Closing Date in writing by Seller) an amount Parent (the "Purchase PriceParent Common Stock") equal to Five Hundred Seventy Three Million Dollars ($573,000,000) less the sum of: (i) the greater of (A) all Debt and other amounts outstanding under the Existing Orion Credit Facility on December 31, 1996, net of cash on hand of the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility on the Closing Date, net of cash on hand of the Entertainment Companies on the Closing Date; plus (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but not including, the Closing Date; plus (iii) the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, the Closing Date.). ------------------- (b) Not later than three Business Days prior to the Closing DateFor each share of Company Preferred Stock held by a Stockholder, Seller Newco shall prepare and deliver to Buyer a statement such Stockholder that number of fully paid and non- assessable shares of Parent Common Stock (collectively, the "Preferred Stock --------------- Consideration Shares") obtained by dividing (i) One Thousand Dollars ($1,000) by -------------------- (ii) the average closing price per share of Parent Common Stock as reported on the Composite Tape for the New York Stock Exchange (the "Preliminary StatementNYSE") containing for the twenty ------ (i20) a schedule of total Debt anticipated to be outstanding consecutive trading days ending on and including the Closing Date and an estimate of unpaid interest to be accrued thereon as of the Closing Date and other amounts that then will be payable with respect thereto, and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of trading day immediately preceding the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Dateas defined in Section 1.4 below). Based upon the Preliminary StatementIf, a preliminary determination as of the Purchase Price shall be made Recalculation Date (the "Preliminary Purchase Price"as defined below), the Recalculation Market Value (as defined below) of the Preferred Stock Consideration Shares is less than One Thousand and Thirty Dollars ($1,030), the Parent shall issue and deliver to each of the Stockholders who sold shares of Company Preferred Stock, for each share of Company Preferred Stock sold by such Stockholder hereunder, that number of additional shares of Parent Common Stock which, together with the Preferred Stock Consideration Shares, have an aggregate Recalculation Market Value equal to One Thousand and Thirty Dollars ($1,030). As used in this Subsection (b) the following terms shall have the following meanings: (A) "Recalculation Date" ------------------- shall mean the date which Preliminary Purchase Price shall be subject to adjustment as provided in Sections 2.03(d) and is ninety (e). (c) Within thirty (3090) days after the Closing Date, Buyer ; and (B) "Recalculation Market Value" shall prepare and deliver to Seller a statement (mean the "Final Statement") containing (i) a schedule average closing price share of total Debt outstanding -------------------------- Parent Common Stock as reported on the Closing Date NYSE for the twenty (20) consecutive trading days ending on and accrued and unpaid interest thereon, and other amounts payable with respect thereto, as including the trading day immediately preceding the Recalculation Date. No fractional shares of the Closing Date (assuming that such Debt was repaid in full on that date), (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation of the Purchase Price. The Final Statement and the calculation of the Purchase Price additional Parent Common Stock shall be binding upon the parties to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days after its receipt of the Final Statement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve issued; any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm portion of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm a share shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access cash in an amount (rounded to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03. (dnearest whole cent) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Buyer shall deliver to Seller an amount equal to the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date product of such payment, in cash in immediately available funds fraction multiplied by wire transfer to a bank account designated in writing by Seller prior to the due date thereofRecalculation Market Value. (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Seller shall reimburse to Buyer an amount equal to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereof.

Purchase Price. (a) As Upon the terms and subject to the conditions set forth in this Agreement, in consideration for the Shares Purchased Interests and the covenants and agreements of Seller set forth hereinAcquired Assets, Buyer shall deliver (or shall cause one or more of its Affiliates as Buyer may designate pursuant to Seller at Section 2.2(d) to) (x) assume the Closing Assumed Liabilities as provided in immediately available funds Section 2.2(b) and (y) pay to be delivered Sellers cash by wire transfer (to a one or more bank account accounts designated in writing by Parent at least three business days five (5) Business Days prior to the Closing Date in writing by Seller) an amount equal to (the "“Purchase Price") equal to Five Hundred Seventy Three Million Dollars ($573,000,000) less the sum of: ”): (i) the greater of (A) all Debt and other amounts outstanding under the Existing Orion Credit Facility on December 31, 1996, net of cash on hand of the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility on the Closing Date, net of cash on hand of the Entertainment Companies on the Closing Date; plus Base Purchase Price; (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but not including, plus the Closing Date; plus Date Working Capital Adjustment Amount (if the Closing Date Working Capital Adjustment Amount is a positive number); (iii) minus the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt absolute value of the Entertainment Companies Closing Date Working Capital Adjustment Amount (other than Debt outstanding under the Existing Orion Credit Facility on if the Closing Date) outstanding on the Closing Date; plus Date Working Capital Adjustment Amount is a negative number); (iv) unpaid interest minus an amount equal to the amount necessary to discharge in full the Indebtedness of the Acquired Company as of immediately prior to the Closing (the “Closing Date Debt”); (v) minus an amount equal to the Transaction Expenses of the Acquired Company, to the extent not paid prior to the Closing (the “Closing Date Transaction Expenses”); and (vi) plus an amount equal to the Cash and Cash Equivalents of the Acquired Company as of the close of business on such Debt the Business Day immediately preceding the Closing Date (other than the Existing Orion Credit Facility) accrued to“Closing Date Cash”); provided, but not includinghowever, that the Australia Allocation portion of the Purchase Price shall be paid to Chart Australia, the Closing DateUS Allocation portion of the Purchase Price shall be paid to Chart US, the China Allocation portion of the Purchase Price shall be paid to the Equity Seller, the France Allocation portion of the Purchase Price shall be paid to Chart France, and the Germany Allocation portion of the Purchase Price shall be paid to Chart Germany, in each case as adjusted pursuant to the foregoing Sections 2.4(a)(ii) through (vi) as each such item relates to the Purchased Interests or Acquired Assets to be sold by such Seller, respectively (except for any such adjustment pursuant to the foregoing Sections 2.4(a)(ii) and (iii), which shall adjust all of such allocations pro rata in proportion to what each bears to the Purchase Price). (b) Not later less than three four (4) Business Days prior to the Closing Date, Seller Parent shall prepare and deliver to Buyer a statement (the "Preliminary Statement") containing certificate setting forth (i) a schedule the best and good faith estimate by Parent of total Debt anticipated to be outstanding on (A) the Closing Date and an estimate of unpaid interest to be accrued thereon as of Working Capital (the “Estimated Closing Date Working Capital”), (B) the Closing Date Cash (the “Estimated Closing Date Cash”), (C) the Closing Date Debt (the “Estimated Closing Date Debt”) and other amounts that then will be payable with respect thereto(D) the Closing Date Transaction Expenses (the “Estimated Closing Date Transaction Expenses”), and (ii) an estimate of cash that would be reflected based on such estimates, a consolidated balance sheet of Orion and its Subsidiaries prepared as calculation of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination of the Purchase Price shall be made (the "Preliminary Estimated Purchase Price"), which Preliminary Purchase Price shall be subject to adjustment as provided all in Sections 2.03(d) and (e)reasonable detail prepared in accordance with the Accounting Principles. (c) Within thirty Unless otherwise stated, all payments contemplated by this Agreement (30) days after including the Closing DatePurchase Price), the Buyer Ancillary Agreements or the Parent Ancillary Agreements shall prepare and deliver to Seller be made in U.S. Dollars. To the extent any component of the Purchase Price or any such other payment is based on or is determined by a statement (currency other than U.S. Dollars, the "Final Statement") containing (i) a schedule of total Debt outstanding applicable U.S. Dollar amount shall be converted from the applicable foreign currency equivalent determined on the Closing Date and accrued and unpaid interest thereonbasis of the Fixing Rate as of the date of the relevant payment; provided, and other amounts payable with respect theretohowever, that, for the avoidance of doubt, in the case of any component of the Purchase Price, the applicable U.S. Dollar amount shall be converted from the applicable foreign currency equivalent determined on the basis of the Fixing Rate as of the Closing Date (assuming that such Debt was repaid in full on that date), (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation of the Purchase Price. The Final Statement and the calculation of the Purchase Price shall be binding upon the parties to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days after its receipt of the Final Statement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Buyer shall deliver to Seller an amount equal to the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such payment, in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller prior to the due date thereof. (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Seller shall reimburse to Buyer an amount equal to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereof.

Purchase Price. (a) As The aggregate initial purchase price (the “Initial Purchase Price”) to be paid by Purchaser in consideration for the Shares Equity Interests and the covenants Transferred Assets and agreements the assumption of Seller set forth herein, Buyer the Assumed Liabilities shall deliver to Seller at the Closing in immediately available funds to be delivered by wire transfer (to a bank account designated at least three business days prior to the Closing Date in writing by Seller) an amount equal to: (the "Purchase Price"i) equal to One Hundred Fifty Five Hundred Seventy Three Million Dollars ($573,000,000) less the sum of: (i) the greater of (A) all Debt and other amounts outstanding under the Existing Orion Credit Facility on December 31, 1996, net of cash on hand of the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility on the Closing Date, net of cash on hand of the Entertainment Companies on the Closing Date; plus 155,000,000); (ii) unpaid interest on Debt under plus the Existing Orion Credit Facility accrued to, but not including, amount of the Closing Date; plus difference between the Estimated Spent Capex and the Target Spent Capex if the Estimated Spent Capex is more than the Target Spent Capex or minus the amount of such difference if the Estimated Spent Capex is less than the Target Spent Capex; (iii) minus the greater amount of (A) Thirteen Million Dollars ($13,000,000) Estimated Closing Date Net Debt if the Estimated Closing Date Net Debt is a positive number, or (B) all Debt plus the absolute value of the Entertainment Companies (other than Estimated Closing Date Net Debt outstanding under if the Existing Orion Credit Facility on the Estimated Closing Date) outstanding on the Closing DateDate Net Debt is a negative number; plus and (iv) unpaid interest on such Debt (other plus the amount of the difference between the Estimated Closing Date Net Working Capital and the Target Net Working Capital if the Estimated Closing Date Net Working Capital is more than the Existing Orion Credit Facility) accrued to, but not including, Target Net Working Capital or minus the amount of such difference if the Estimated Closing DateDate Net Working Capital is less than the Target Net Working Capital. The Initial Purchase Price shall be subject to adjustment as hereinafter set forth in Section 2.2. (b) Not No later than three ten (10) Business Days prior to the Closing Date, Seller Parent shall prepare and deliver to Buyer Purchaser a statement (the "Preliminary “Initial Closing Statement"”) containing (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon as of the Closing Date and other amounts that then will be payable with respect thereto, and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to setting forth Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination of the Purchase Price shall be made (the "Preliminary Purchase Price"), which Preliminary Purchase Price shall be subject to adjustment as provided in Sections 2.03(d) and (e). (c) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect thereto, as of the Closing Date (assuming that such Debt was repaid in full on that date), (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) a Parent’s good faith calculation of the estimated amounts of Estimated Spent Capex, Estimated Closing Date Net Working Capital, Estimated Closing Date Net Debt and the Initial Purchase Price, together with reasonable supporting detail with respect to the calculations included therein. The Final Initial Closing Statement and the calculation of the Purchase Price shall be binding upon prepared in accordance with the parties Specified Accounting Principles. Purchaser shall have the right to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days after its receipt of the Final Statement, specifying object in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access good faith to the books and records of amounts set forth in the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, Initial Closing Statement within five (5) Business Days after the final determination delivery of the Final Initial Closing Statement and to Purchaser. Seller Parent shall in good faith consider the Purchase Priceobjections, Buyer shall deliver to Seller an amount equal if any, of Purchaser to the Unpaid BalanceInitial Closing Statement and, together with interest thereon at if Seller Parent determines, in its discretion, that changes to the Reference Rate in effect from time Initial Closing Statement are appropriate, Seller Parent shall re-issue the Initial Closing Statement no later than two (2) Business Days prior to time from the Closing Date until (it being understood, for the date avoidance of such paymentdoubt, in cash in that Seller Parent’s decision not to reissue the Initial Closing Statement shall not constitute a breach of this Agreement for purposes of Article 8 hereof). (c) At the Closing, Purchaser shall pay the Initial Purchase Price set forth on the Initial Closing Statement to Seller Parent, for itself as a Seller and as agent for the other Sellers, by a wire transfer of immediately available funds by wire transfer in Dollars to a bank account to be designated in writing by Seller Parent not less than two (2) Business Days prior to the due date thereofClosing Date. (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Seller shall reimburse to Buyer an amount equal to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereof.

Purchase Price. (a) As The aggregate purchase price for the Acquired Company Securities and the Casablanca Option payable by the Buyer to Sellers shall be $294,392,470 (the “Base Purchase Price”), consisting of: (i) an amount in cash equal to $161,440,791 (the “Cash Consideration”); (ii) $50,820,000 (the “Initial Stock Value”), increased or decreased in accordance with Sections 2.1 and 2.2 (such adjusted Initial Stock Value, the “Adjusted Stock Value,” and such adjustments, the “Closing Adjustments”), in the form of a number of shares of Buyer Common Stock (such shares, the “Stock Consideration”) calculated pursuant to Section 2.1(b), of which $25,000,000 of the Stock Consideration shall constitute the consideration for the Shares and the covenants and agreements of Seller set forth herein, Buyer shall deliver to Seller at the Closing in immediately available funds to be delivered by wire transfer (to a bank account designated at least three business days prior to the Closing Date in writing by Seller) an amount (the "Purchase Price") equal to Five Hundred Seventy Three Million Dollars ($573,000,000) less the sum of: (i) the greater of (A) all Debt and other amounts outstanding under the Existing Orion Credit Facility on December 31, 1996, net of cash on hand of the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility on the Closing Date, net of cash on hand of the Entertainment Companies on the Closing Date; plus (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but not including, the Closing Date; plus Casablanca Option; (iii) $59,353,561 of Indebtedness of Sellers or the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt of Acquired Companies assumed by the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid interest on Buyer, which such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, the Closing Date. (b) Not Indebtedness shall be designated in a certificate delivered from Sellers no later than three Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement (the "Preliminary Statement") containing (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon as of the Closing Date and other amounts that then will be payable with respect thereto, and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination of the Purchase Price shall be made (the "Preliminary Purchase Price"), which Preliminary Purchase Price shall be subject to adjustment as provided in Sections 2.03(d) and (e). (c) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect thereto, as of the Closing Date (assuming that such Debt was repaid in full on that date), (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation of the Purchase Price. The Final Statement and the calculation of the Purchase Price shall be binding upon the parties to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days after its receipt of the Final Statement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after prior to the final determination Core Portfolio Closing Date (the “Assumed Indebtedness”); and (iv) a promissory note made by the Buyer to Sellers in the principal amount of $22,778,117 in substantially the form attached hereto as Exhibit B-1 (the “Note”). The Base Purchase Price as adjusted pursuant to this Agreement is referred to as the “Final Purchase Price.” The allocation of the Final Statement Purchase Price among the Acquired Companies agreed to by the Buyer and Sellers is set forth on Schedule 2.1(a) hereto. The Cash Consideration, Stock Consideration and the Purchase Price, Buyer Note shall deliver be paid to Seller an amount equal to the Unpaid Balance, together with interest thereon at the Reference Rate Sellers or their Affiliates as directed by Sellers in effect from time to time from the Closing Date until the date of such payment, in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller notice delivered no less than three (3) Business Days prior to the due date thereofCore Portfolio Closing. (eb) If The number of shares of Buyer Common Stock that comprise the Preliminary Purchase Price Stock Consideration shall equal the Adjusted Stock Value divided by the average VWAP for the five Trading Day period ending with the Trading Day immediately prior to the Core Portfolio Closing Date (the “Core Portfolio Closing Date VWAP”); provided, however, that the Core Portfolio Closing Date VWAP (i) shall equal 110% of the Initial VWAP if the Core Portfolio Closing Date VWAP is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after the final determination 110% of the Final Statement Initial VWAP and (ii) shall equal 90% of the Purchase Price, Seller shall reimburse to Buyer an amount equal to Initial VWAP if the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Core Portfolio Closing Date until VWAP is less than 90% of the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereofInitial VWAP. The “Initial VWAP” shall equal $16.93.

Purchase Price. (a) As consideration for On the Shares date hereof, the Seller shall execute and the covenants and agreements of Seller set forth herein, Buyer shall deliver to Seller at the Closing in immediately available funds to be delivered by wire transfer (to Purchaser a bank account designated at least three business days prior to the Closing Date in writing by Seller) an amount (the "Purchase Price") equal to Five Hundred Seventy Three Million Dollars ($573,000,000) less the sum of: notice setting out: (i) the greater of (A) all good faith estimated Net Debt and other amounts outstanding under the Existing Orion Credit Facility on December 31, 1996, net of cash on hand of the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility on the Closing Date, net of cash on hand Group as of the Entertainment Companies on Balance Sheet Date (the Closing Date; plus “Estimated Balance Sheet Date Net Debt”); (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued togood faith estimated Net Working Capital of the Group as of June 30, but not including, 2019 (the Closing Date; plus “Estimated Reference Date Net Working Capital”); (iii) the greater good faith estimated Net Working Capital of the Group as of the Balance Sheet Date (the “Estimated Balance Sheet Date Net Working Capital”); and (iv) the estimated purchase price which is calculated as follows: (A) Thirteen Million Dollars ($13,000,000) or the Agreed Enterprise Value, (B) minus the Estimated Balance Sheet Date Net Debt, (C) (x) plus the difference between the Estimated Balance Sheet Date Net Working Capital and the Estimated Reference Date Net Working Capital in its absolute value if the Estimated Balance Sheet Date Net Working Capital exceeds the Estimated Reference Date Net Working Capital by more than RMB10,000,000, or (y) minus the difference between the Estimated Reference Date Net Working Capital and the Estimated Balance Sheet Date Net Working Capital in its absolute value if the Estimated Reference Date Net Working Capital exceeds the Estimated Balance Sheet Date Net Working Capital by more than RMB10,000,000, (D) minus the Onshore Purchase Price, (E) plus the total amount of onshore loans and the accrued interests to be repaid by the existing shareholders of Hangzhou Youmai and Zhejiang Anxiong to Hangzhou Wuweixiong in accordance with the Control Documents, provided that the Seller shall reimburse the Purchaser for the Tax actually incurred (if any) by Hangzhou Wuweixiong in connection with the foregoing repayment, and the Purchaser shall be entitled to deduct such amount from the Indemnity Withheld Amount, (F) minus the ESOP Fees, (G) minus the RSU Compensation Fees, inclusive of all Debt applicable Taxes (the “Estimated Purchase Price”); in the cases of (i), (ii) and (iii), each calculated in accordance with the Entertainment Companies Calculation Principles. For clarity, references to the “Balance Sheet Date” in (other than Debt outstanding under the Existing Orion Credit Facility i), (ii) and (iii) mean 11:59 pm on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, the Closing Balance Sheet Date. (b) Not later than three Business Days prior The Final Purchase Price will be paid by the Purchaser in combination of cash and Alibaba Shares, in which US$299,999,983 will be paid in Alibaba Shares to the Closing Date, Seller shall prepare and deliver to Buyer a statement be newly issued by Alibaba Group in accordance with Section 2.6 (the "Preliminary Statement") containing (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon as of the Closing Date and other amounts that then will be payable with respect thereto, and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination of the Purchase Price shall be made (the "Preliminary Purchase Price"), which Preliminary Purchase Price shall be subject to adjustment as provided in Sections 2.03(d“First Installment Payment”) and (e). (c) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect thereto, as of the Closing Date (assuming that such Debt was repaid in full on that date), (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation of the Purchase Price. The Final Statement and the calculation of the Purchase Price shall be binding upon the parties to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days after its receipt remaining portion of the Final Statement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm shall will be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03US$. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Buyer shall deliver to Seller an amount equal to the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such payment, in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller prior to the due date thereof. (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Seller shall reimburse to Buyer an amount equal to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereof.

Purchase Price. (a) As consideration The aggregate purchase price for the Shares LLC Interests payable hereunder shall consist of the following deliverables, made at the times and subject to the covenants conditions specified in this Agreement (all such payments or deliveries of Consideration Shares, as, when and agreements of Seller set forth hereinto the extent payable hereunder, Buyer collectively, the “Purchase Price”): (i) at the Closing, Purchaser shall issue and deliver to Seller at Preferred Shares of Purchaser representing the Closing in immediately available funds to be delivered by wire transfer (to a bank account designated at least three business days prior to the Closing Date in writing by Seller) number of Common Stock Equivalent Shares with an amount (the "Purchase Price") equal to Five Hundred Seventy Three aggregate Market Value of Two Million Dollars ($573,000,0002,000,000) less multiplied by the sum of: (i) the greater of (A) all Debt and other amounts outstanding under the Existing Orion Credit Facility on December 31, 1996, net of cash on hand LLC Percentage of the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility on LLC Interests of Seller delivered to Purchaser at the Closing Date, net of cash on hand of the Entertainment Companies on the Closing Date; plus (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but not including, the Closing Date; plus (iii) the greater of (A) Thirteen Million and Purchaser shall pay to Seller an amount equal to Ninety-Seven Thousand Five Hundred Dollars ($13,000,00097,500) or (B) collectively, the “Closing Date Payment”). The Closing Date Payment shall be delivered to Seller against delivery of all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, the Closing Date. (b) Not later than three Business Days prior to the Closing Date, LLC Interests by Seller shall prepare and deliver to Buyer a statement (the "Preliminary Statement") containing (i) a schedule of total Debt anticipated to be outstanding on the no Closing Date and an estimate of unpaid interest to be accrued thereon as of the Closing Date and Payment or other amounts that then will be payable with respect thereto, and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination payment of the Purchase Price shall be made (the "Preliminary Purchase Price"), which Preliminary Purchase Price shall be subject to adjustment payable hereunder if Seller does not deliver all of its LLC Interests as provided in Sections 2.03(d) this Agreement and (e). (c) Within thirty (30) days after Renegy does not deliver all of its Renegy LLC Interests under the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect thereto, as terms of the Closing Date (assuming that such Debt was repaid in full on that date), (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Renegy Purchase Agreement concurrently with Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation of the Purchase Price. The Final Statement and the calculation of the Purchase Price shall be binding upon the parties to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days after its receipt of the Final Statement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03.; (dii) If on the Preliminary Purchase Price date that is less than the Purchase Price ten (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (510) Business Days after the final determination of date that the Final Statement Power Purchase Agreement has been executed and the Purchase Pricedelivered by all parties thereto, Buyer Purchaser shall issue and deliver to Seller Preferred Shares of Purchaser representing the number of Common Stock Equivalent Shares with an amount equal to aggregate Market Value of One Million Dollars ($1,000,000) multiplied by the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until LLC Percentage; (iii) on the date Susanville receives construction or such other project financing for the Susanville Power Facility representing funds sufficient to make such capital improvements required to complete the construction of such paymentthe Susanville Power Facility as presently contemplated by Purchaser (the “Funding Date”), Purchaser shall issue and deliver to Seller Preferred Shares representing the number of Common Stock Equivalent Shares with an aggregate Market Value of One Million Six Hundred Fifty Thousand Dollars ($1,650,000) multiplied by the LLC Percentage; provided, however, in cash in immediately available funds by wire transfer lieu of the foregoing, if Susanville receives a definitive irrevocable commitment letter for a Federal loan guarantee subject only to commercially reasonable and customary terms and conditions (a bank account designated in writing by Seller “Federal Loan Guaranty Commitment”) prior to the due date thereof. (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment")Funding Date, then Purchaser shall (x) issue and deliver to Seller within five ten (510) Business Days after the final determination business days of Purchaser’s receipt of the Final Statement Federal Loan Guaranty Commitment, Preferred Shares representing the number of Common Stock Equivalents Shares with an aggregate Market Value of Six Hundred Fifty Thousand Dollars ($650,000) multiplied by the LLC Percentage and (y) issue and deliver to Seller on the Purchase Price, Seller shall reimburse to Buyer Funding Date Preferred Shares representing the number of Common Stock Equivalent Shares with an amount equal to aggregate Market Value of One Million Dollars ($1,000,000) multiplied by the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereofLLC Percentage.

Purchase Price. (a) As consideration The purchase price to be paid by the Company -------------- to the Executive or his Related Persons for the Put Shares and the covenants and agreements of Seller set forth herein, Buyer shall deliver to Seller at the Closing in immediately available funds to be delivered by wire transfer (to a bank account designated at least three business days prior to the Closing Date in writing by Seller) an amount (the "Purchase Price") equal to Five Hundred Seventy Three Million Dollars ($573,000,000) less the sum of: (i) the greater with respect to shares of (A) all Debt and other amounts outstanding under the Existing Orion Credit Facility on December 31, 1996, net of cash on hand of the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility on the Closing Date, net of cash on hand of the Entertainment Companies on the Closing Date; plus (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but not includingPreferred Stock, the Closing Date; plus (iii) the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) face value thereof and accrued to, but not including, the Closing Date. (b) Not later than three Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement (the "Preliminary Statement") containing (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued dividends thereon as of the Closing Date and other amounts that then will be payable with respect thereto, and (ii) an estimate with respect to shares of cash that would be reflected Class A Common Stock and Class B Common Stock, the pro rata ownership share of Executive and his Related Persons (determined (A) with respect to the ownership interest represented by the Put Shares constituting common stock and (B) on a consolidated balance sheet fully-diluted basis) of Orion and its Subsidiaries prepared the fair market value of the Company as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date)termination date. Based upon the Preliminary Statement, a preliminary determination The fair market value of the Purchase Price Company shall be made determined as follows: (i) Within 15 days after the Put Notice is received by the Company, the Company shall select an appraiser (the "Preliminary Purchase Price"), which Preliminary Purchase Price shall be subject to adjustment as provided in Sections 2.03(d) and (e). (c) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final StatementCompany Appraiser") containing (i) a schedule of total Debt outstanding on to ----------------- determine the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect thereto, fair market value as of the Closing Date (assuming that such Debt was repaid in full on that termination date), (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation of the Purchase Price. The Final Statement Company Appraiser shall submit its written determination to the Company and the calculation of the Purchase Price Executive within 30 days after its engagement. Such appraisal shall be binding upon the parties parties, unless the Executive finds it unsatisfactory, in which event the provisions set forth in clause (ii) below shall be invoked. (ii) If the appraisal made by the Company Appraiser is unsatisfactory to this Agreement unless Seller gives Executive, then within 15 days after the Company Appraiser's report is delivered to Executive, Executive shall engage an appraiser (the "Executive Appraiser") to determine the fair market value as of the termination ------------------- date. The Executive Appraiser shall submit its written notice of disagreement therewith determination to Buyer the Company and Executive within thirty (30) 30 days after its receipt of the Final Statement, specifying in reasonable detail the nature and extent of such disagreementengagement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement Such appraisal shall be binding upon the parties parties, unless the Company finds it unsatisfactory, in which event the provisions set forth in clause (iii) below shall be invoked. (iii) If the appraisal prepared by the Executive Appraiser is unsatisfactory to this Agreement. If Buyer and Seller are unable the Company, then within 15 days after the Executive Appraiser's report is delivered to resolve any such disagreement within such periodthe Company, the disagreement Company Appraiser and the Executive Appraiser shall mutually select a third appraiser to determine the fair market value of the Company as of the termination date, and such third appraiser shall submit its written determination to the parties within 30 days after its engagement, which determination shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03parties. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Buyer shall deliver to Seller an amount equal to the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such payment, in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller prior to the due date thereof. (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Seller shall reimburse to Buyer an amount equal to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereof.

Purchase Price. (a) As The aggregate consideration for the Shares and Acquired Assets (as it may be adjusted in accordance with this Agreement, the covenants and agreements of Seller set forth herein, Buyer shall deliver to Seller at the Closing in immediately available funds to be delivered by wire transfer (to a bank account designated at least three business days prior to the Closing Date in writing by Seller) an amount (the "“Purchase Price"”) equal will be, subject to Five Hundred Seventy Three Million Dollars ($573,000,000) less any adjustments under Section 3.2, the sum of: of the following (without duplication): (i) the greater of (A) all Debt and other amounts outstanding under the Existing Orion Credit Facility on December 31, 1996, net of cash on hand of the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility on the Closing Date, net of cash on hand of the Entertainment Companies on the Closing Date; plus $23.0 million, (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but not includingplus, the Closing Date; plus amount of the Estimated Rimage Sub Cash, in an amount of up to $800,000 (the “Maximum Rimage Sub Cash”), (iii) less, the greater of amount (Aif any) Thirteen Million Dollars ($13,000,000) or (B) all Debt of by which the Entertainment Companies (other Estimated Net Book Value is less than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus Target Net Book Value, (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not includingplus, the Closing Dateamount (if any) by which the Estimated Net Book Value exceeds the Target Net Book Value, and (v) less, the amount of Estimated EBITDA. (b) Not later than Seller will prepare and deliver to Buyer at least three Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement (Date an estimated unaudited balance sheet of the "Preliminary Statement") containing (i) a schedule Business as of total Debt anticipated to be outstanding 12:01 a.m. on the Closing Date (the “Estimated Closing Balance Sheet”) and an estimate a calculation of unpaid interest (i) the Estimated Rimage Sub Cash (ii) the Estimated Net Book Value, and (iii) Estimated EBITDA, in each case determined from the Estimated Closing Balance Sheet. The Estimated Closing Balance Sheet, the Estimated Net Book Value, Estimated Rimage Sub Cash and Estimated EBITDA will be computed in accordance with Exhibit A and GAAP used to be accrued thereon as prepare the Latest Balance Sheet. Seller will make the books, records, and financial staff of Seller available to Buyer and its accountants and other Representatives at reasonable times prior to the Closing Date so that Buyer may review the Estimated Closing Balance Sheet, the Estimated Net Book Value, the Estimated Rimage Sub Cash and other amounts that then will be payable with respect theretoEstimated EBITDA. Seller shall consider any suggested changes to the Estimated Closing Balance Sheet, the Estimated Net Book Value, the Estimated Rimage Sub Cash and (ii) an estimate of cash that would be reflected on Estimated EBITDA made by Buyer in delivering a consolidated balance sheet of Orion revised Estimated Closing Balance Sheet, Estimated Net Book Value, Estimated Rimage Sub Cash and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, Estimated EBITDA prior to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination of the Purchase Price shall be made (the "Preliminary Purchase Price"), which Preliminary Purchase Price shall be subject to adjustment as provided in Sections 2.03(d) and (e). (c) Within thirty (30) days after At the Closing Dateand subject to the conditions set forth in this Agreement, Buyer shall prepare and deliver to Seller a statement (the "Final Statement") containing will deliver: (i) a schedule the Purchase Price less the Escrow Amount to Seller, by wire transfer or delivery of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect thereto, as of the Closing Date (assuming that such Debt was repaid in full on that date), immediately available funds to an account designated by Seller; and (ii) a calculation of cash on hand that would the Escrow Amount to the Escrow Agent to be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as held in the Escrow Account pursuant to the terms of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation of the Purchase Price. The Final Statement and the calculation of the Purchase Price shall be binding upon the parties to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days after its receipt of the Final Statement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Escrow Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Buyer shall deliver to Seller an amount equal to the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such payment, in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller prior to the due date thereof. (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Seller shall reimburse to Buyer an amount equal to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereof.

Purchase Price. (a) As consideration The aggregate purchase price for the Shares and LLC Interests payable hereunder shall consist of the covenants and agreements of Seller set forth hereinfollowing deliverables, Buyer shall deliver to Seller made at the Closing in immediately available funds to be delivered by wire transfer (to a bank account designated at least three business days prior times and subject to the Closing Date conditions specified in writing by Seller) an amount this Agreement (all such payments or deliveries of Consideration Shares, as, when and to the extent payable hereunder, collectively, the "Purchase Price"): (i) equal at the Closing, Purchaser shall issue and deliver to Five Hundred Seventy Three Seller Preferred Shares of Purchaser representing the number of Common Stock Equivalent Shares with an aggregate Market Value of Two Million Dollars ($573,000,0002,000,000) less multiplied by the sum of: (i) the greater of (A) all Debt and other amounts outstanding under the Existing Orion Credit Facility on December 31, 1996, net of cash on hand LLC Percentage of the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility on LLC Interests of Seller delivered to Purchaser at the Closing Date, net of cash on hand of the Entertainment Companies on the Closing Date; plus (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but not including, the Closing Date; plus (iii) the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, the Closing Date. (b) Not later than three Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement (the "Preliminary Statement") containing (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate Payment"). The Closing Date Payment shall be delivered to Seller against delivery of unpaid interest to be accrued thereon as all of the LLC Interests by Seller and no Closing Date and Payment or other amounts that then will be payable with respect thereto, and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination payment of the Purchase Price shall be made (the "Preliminary Purchase Price"), which Preliminary Purchase Price shall be subject to adjustment payable hereunder if Seller does not deliver all of its LLC Interests as provided in Sections 2.03(d) this Agreement and (e). (c) Within thirty (30) days after NEI does not deliver all of its NEI LLC Interests under the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect thereto, as terms of the Closing Date (assuming that such Debt was repaid in full on that date), (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to NEI Purchase Agreement concurrently with Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation of the Purchase Price. The Final Statement and the calculation of the Purchase Price shall be binding upon the parties to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days after its receipt of the Final Statement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03.; (dii) If on the Preliminary Purchase Price date that is less than the Purchase Price ten (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (510) Business Days after the final determination of date that the Final Statement Power Purchase Agreement has been executed and the Purchase Pricedelivered by all parties thereto, Buyer Purchaser shall issue and deliver to Seller Preferred Shares of Purchaser representing the number of Common Stock Equivalent Shares with an amount equal to aggregate Market Value of One Million Dollars ($1,000,000) multiplied by the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until LLC Percentage; (iii) on the date Susanville receives construction or such other project financing for the Susanville Power Facility representing funds sufficient to make such capital improvements required to complete the construction of such paymentthe Susanville Power Facility as presently contemplated by Purchaser (the "Funding Date"), Purchaser shall issue and deliver to Seller Preferred Shares representing the number of Common Stock Equivalent Shares with an aggregate Market Value of One Million Six Hundred Fifty Thousand Dollars ($1,650,000) multiplied by the LLC Percentage; provided, however, in cash in immediately available funds by wire transfer lieu of the foregoing, if Susanville receives a definitive irrevocable commitment letter for a Federal loan guarantee subject only to commercially reasonable and customary terms and conditions (a bank account designated in writing by Seller "Federal Loan Guaranty Commitment") prior to the due date thereof. (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment")Funding Date, then Purchaser shall (x) issue and deliver to Seller within five ten (510) Business Days after the final determination business days of Purchaser's receipt of the Final Statement Federal Loan Guaranty Commitment, Preferred Shares representing the number of Common Stock Equivalents Shares with an aggregate Market Value of Six Hundred Fifty Thousand Dollars ($650,000) multiplied by the LLC Percentage and (y) issue and deliver to Seller on the Purchase Price, Seller shall reimburse to Buyer Funding Date Preferred Shares representing the number of Common Stock Equivalent Shares with an amount equal to aggregate Market Value of One Million Dollars ($1,000,000) multiplied by the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereofLLC Percentage.

Purchase Price. (a) As consideration for Subject to the Shares terms and conditions of this Agreement and the covenants adjustment provided for in Section 6.04, if any, and agreements Section 2.07 hereof, in consideration of Seller set forth hereinthe aforesaid assumption of the Assumed Liabilities and the sale, conveyance, assignment, transfer and delivery to Buyer of the Acquired Assets, at the Closing Buyer shall deliver pay to Seller cash in the amount of Forty-Five Million Dollars ($45,000,000) (the “Purchase Price”), (i) less the Deposit Amount, upon Seller’s full receipt thereof at the Closing, (ii) less Seller’s Escrow Amount (as defined herein), provided that Buyer delivers to Escrow Agent cash in the amount of Five Hundred Thousand Dollars ($500,000) (the “Seller’s Escrow Amount”) to secure Seller’s obligations pursuant to Section 2.07 and Article 11 hereof, and (iii) plus the amount, if any, by which Estimated Closing Date Working Capital (as defined herein) is more than Target Working Capital (as defined herein) or minus the amount, if any, by which Estimated Closing Date Working Capital is less than Target Working Capital (the amount paid to Seller at the Closing, the “Closing in immediately available funds to be delivered by wire transfer Transfer Amount”). (to a bank account designated at b) At least three business days two (2) Business Days prior to the Closing, Seller shall furnish to Buyer a certificate (the “Estimated Closing Date Working Capital Certificate”) setting forth an estimate of the Closing Date Working Capital (the “Estimated Closing Date Working Capital”). Seller shall also provide Buyer with any available supporting documentation used in the preparation of the Estimated Closing Date Working Capital Certificate as is reasonably requested by Buyer. (c) Seller and Buyer shall use commercially reasonable efforts to reasonably allocate the Purchase Price (as it may be adjusted pursuant to Section 2.07 hereof) plus the Assumed Liabilities (the “Allocation”). Schedule 2.05(c) attached hereto shall constitute the proposed Allocation by Seller (the “Proposed Allocation”). Within ten (10) Business Days after the Execution Date, Buyer shall consent to the Proposed Allocation by written notice to Seller. If Buyer does not furnish Seller with the written notice contemplated by the immediately preceding sentence within ten (10) Business Days after the Execution Date, Buyer shall be deemed to have consented to the Proposed Allocation. In the event Buyer consents to the Proposed Allocation pursuant to this Section 2.05(c), the Proposed Allocation shall constitute the Allocation. In the event Buyer objects in writing to the Proposed Allocation within ten (10) Business Days after the Execution Date and Seller and Buyer are unable in good faith to reach an agreement on the Proposed Allocation, the matter shall be promptly referred to BDO S▇▇▇▇▇▇, LLP, Seller’s independent auditors, for resolution of the disagreement within ten (10) days. The resolution of the dispute by BDO S▇▇▇▇▇▇, LLP shall be final and binding on the parties and there shall be no right of appeal therefrom. Seller and Buyer shall evenly split the fees and expenses of BDO S▇▇▇▇▇▇, LLP related to this Section 2.05(c). GTA, Seller, Parent and Buyer shall (i) be bound, and cause their Affiliates to be bound, by the Allocation, and (ii) act, and cause their Affiliates to act, in accordance with, and to take no position inconsistent with, the Allocation in the preparation, filing and audit of any Tax Return (including, without limitation, the filing of any forms, information returns, reports or statements with any Tax Return for the taxable year that includes the Closing Date) and for all tax and accounting purposes. (d) In the event Buyer elects the Extension (as defined herein) pursuant to Section 2.06 hereof, the Purchase Price shall be increased by an amount (the "Purchase Price") equal to Five Hundred Seventy Three Million Dollars ($573,000,000) less the sum ofto: (i) verifiable, reasonable and actual out-of-pocket capital expenditure costs incurred in the greater ordinary course of (A) all Debt and other amounts outstanding under business consistent with past practice to maintain the Existing Orion Credit Facility on December 31, 1996, net of cash on hand Acquired Assets in their condition as of the Entertainment Companies on December 31Execution Date paid by Seller or any of its Affiliates, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility on the Closing Date, net of cash on hand of the Entertainment Companies on the Closing Date; plus (ii) unpaid interest any payments made by Seller pursuant to the Rental Pool Agreement for certain completed refurbishments; provided that the costs and expenses under clauses (i) and (ii) above relate to the period commencing on Debt under the Existing Orion Credit Facility accrued toNovember 30, but not including, the Closing Date; plus (iii) the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility 2005 and ending on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, the Closing Date. (be) Not later than three Business Days prior In the event Buyer elects the Extension (as defined herein) pursuant to Section 2.06 hereof and the Closing Datetransactions contemplated by this Agreement are consummated, Seller shall prepare and deliver to Buyer a statement (the "Preliminary Statement") containing (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon as of the Closing Date and other amounts that then will be payable with respect thereto, and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination of the Purchase Price shall be made increased by an amount equal to (i) the "Preliminary Purchase Price")amount for which GTA purchases from AEW all of the GTA Series A Cumulative Convertible Redeemable Preferred Stock held by AEW, which Preliminary Purchase Price shall be subject including, without limitation, all of AEW’s rights to adjustment as provided in Sections 2.03(dany liquidation preferences, minus (ii) and Twenty-Four Million Nine Hundred Fourteen Thousand Dollars (e$24,914,000). (cf) Within thirty (30) days Notwithstanding anything in this Agreement to the contrary, as of the Closing Date, the assets and liabilities included in the Total Current Assets and Total Current Liabilities shall constitute Acquired Assets and Assumed Liabilities, as applicable. On and after the Closing Date, Buyer any change in any of the assets or liabilities included in the Total Current Assets and Total Current Liabilities shall prepare and deliver to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect theretoconstitute an Acquired Asset or an Assumed Liability, as of the Closing Date (assuming that such Debt was repaid applicable. Nothing in full on that date), (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation of the Purchase Price. The Final Statement and the calculation of the Purchase Price shall be binding upon the parties to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days after its receipt of the Final Statement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.032.05(f) shall release Seller or Buyer from their respective obligations pursuant to Section 2.07 hereof. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Buyer shall deliver to Seller an amount equal to the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such payment, in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller prior to the due date thereof. (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Seller shall reimburse to Buyer an amount equal to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereof.

Purchase Price. (a) As consideration The purchase price for the Shares and Assets shall be an amount (the covenants and agreements “Purchase Price”) computed as follows: (i) an amount equal to the Deposit Premium multiplied by the average daily balance of Seller set forth herein, Buyer shall deliver to Seller at the Closing in immediately available funds to be delivered by wire transfer Deposits for the period of ten (to a bank account designated at least three business days 10) consecutive Business Days ending on the third (3rd) Business Day prior to the Closing Date in writing by Seller) an amount Date; plus (the "Purchase Price") equal to Five Hundred Seventy Three Million Dollars ($573,000,000) less the sum of: (iii) the greater aggregate amount of (A) all Debt and other amounts outstanding under the Existing Orion Credit Facility Cash on December 31, 1996, net Hand as of cash on hand of the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility on the Closing Date, net of cash on hand of the Entertainment Companies on the Closing Date; plus plus (iiiii) unpaid interest the Accrued Interest on Debt under the Existing Orion Credit Facility accrued to, but not including, Loans as of the Closing Date; plus plus (iiiiv) the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt net book value of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on Real Property as of the Closing Date; plus plus (ivv) unpaid interest the aggregate Loan Value of the Loans as of the Closing Date; plus (vi) the aggregate net book value of the Assets, excluding those items listed in (ii) through (v), as reflected on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, books of Seller as of the Closing Date. (b) Not later than three Business Days prior to On the Closing Date, Seller shall prepare and deliver to Buyer Purchaser a closing statement (prepared by Seller in accordance with its customary accounting principles, policies and methods and estimating the "Preliminary Statement") containing (i) a schedule computation of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon Purchase Price for the Branches as of the Closing Date based on the Assets and other amounts that then will be payable with respect thereto, and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared Liabilities as of a time no earlier than the end of the third (3rd) Business Day prior to the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the “Closing Date). Based upon the Preliminary Statement, a preliminary determination of the Purchase Price shall be made (the "Preliminary Purchase Price"), which Preliminary Purchase Price shall be subject to adjustment as provided in Sections 2.03(d) and (e”). (c) Within thirty On the first (301st) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding on Business Day following the Closing Date and accrued and unpaid interest thereonbased on the preliminary computations set forth in the Closing Statement, and other amounts payable with respect theretoSeller shall transfer to Purchaser cash in an amount (each, as a “Settlement Payment”) equal to the amount of (i) the sum of the Closing Date (assuming that such Debt was repaid in full on that date), Assumed Deposits plus Accrued Expenses minus (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation of the Purchase Price. The Final Statement and the calculation of the Purchase Price shall be binding upon the parties to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days after its receipt of the Final Statement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Buyer shall deliver to Seller an amount equal to the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such payment, in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller prior to the due date thereof. (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Seller shall reimburse to Buyer an amount equal to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereof.

Purchase Price. (a) As consideration for the Shares and the covenants and agreements of Seller set forth herein, The purchase price to be paid by Buyer shall deliver Parties to Seller at the Closing will be U.S. $10,825,000, which amount shall be subject to adjustment in immediately available funds to be delivered by wire transfer accordance with Section 3.1(b) (to a bank account designated at least three business days prior to such amount, as adjusted, the Closing Date in writing by Seller) an amount (the "“Purchase Price") equal to Five Hundred Seventy Three Million Dollars ($573,000,000) less the sum of: (i) the greater of (A) all Debt and other amounts outstanding under the Existing Orion Credit Facility on December 31, 1996, net of cash on hand of the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility on the Closing Date, net of cash on hand of the Entertainment Companies on the Closing Date; plus (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but not including, the Closing Date; plus (iii) the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, the Closing Date. (b) Not later than three ”). At least two Business Days prior to the Closing Date, Seller Buyer Parties shall prepare and deliver to Buyer a statement (Seller the "Preliminary Closing Settlement Statement") containing , which shall reflect the total dollar amount payable to Seller at Closing after taking into account (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon as Purchase Price adjustments set forth in Section 3.1(b), (ii) the repayment of the Closing Date Pre-Existing Loan, (iii) the payment of the Deposit and the Additional Deposit, (iv) the withholding of the Holdback Amount in accordance with Section 3.3, (v) payments to any other amounts that then will be payable Lenders of Seller in accordance with respect theretoSection 2.4(a), and (iiiv) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date)Transfer Tax Payment. Based upon the Preliminary Statement, a preliminary determination The portion of the Purchase Price shall be made (allocable to the "Preliminary Shares is also reflected as the “Purchase Price"” in the Mexican Share Transfer Agreements. (b) At Closing, the Purchase Price will be reduced by (i) the cash required to make the estimated net working capital balance zero as of the date of Closing, for all the Companies, (ii) the Diligence Deductions agreed to by the Parties as a result of the Buyer Parties’ due diligence review of Seller and the Companies as set forth in the Closing Settlement Statement, (iii) any adjustments for Title Curative Work in accordance with Section 6.3(b), which Preliminary Purchase Price shall be subject to adjustment as provided (iv) Seller’s portion of any prorated Taxes in Sections 2.03(daccordance with Section 6.3(a), (v) the estimated amount of Employee Payments and (evi) the fee for the title examinations and the title commitment and any cancellation thereof and the basic premium for the Owner’s Policy. On the Closing Date, the amount of net working capital will be calculated, as of that date, pursuant to the procedures described here and in Schedule 3.1. For this purpose, the net working capital balance shall mean the fair market value of all current assets expected to be realized, based on the operations of the Companies up to the Closing Date, in cash within ninety days (such as accounts receivable and inventory) less all current liabilities expected to be paid in cash (such as accounts payable, but excluding Inter-Company Debt). Not later than 90 days following the Closing, Buyer Parties and Seller shall, on the first Business Day after Buyer Parties and Seller have mutually agreed on the final amount of net working capital for each of the Companies, settle an amount equal to the difference between the estimated and final amounts of any net working capital in accordance with Schedule 3.1. (c) Within thirty (30) days after In addition to the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect thereto, as of the Closing Date (assuming that such Debt was repaid in full on that date), (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation payment of the Purchase Price. The Final Statement and , at the calculation Closing, Buyer Parties (or the designated Affiliate of any of the Purchase Price Buyer Parties) shall be binding upon assume the parties Assumed Liabilities pursuant to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days after its receipt of the Final Statement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation General Conveyances. Other than the Assumed Liabilities, Buyer Parties shall not assume any liabilities or obligations of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance")Closing occurs under this Agreement, then, in addition to the amount payable to Seller at Closing will be reduced by the Deposit and the amount outstanding, including accrued interest, under Section 2.01(a) of this Agreementthe Pre-Existing Loan, within five (5) Business Days after the final determination such amount being considered full payment of the Final Statement Pre-Existing Loan. Upon the Closing, Buyer Parties shall m▇▇▇ the promissory note evidencing the Pre-Existing Loan “Paid In Full” and return it to Seller. If Closing does not occur under this Agreement for any reason, then Seller will reimburse Buyer Parties for the Deposit and pay the amount outstanding, including accrued interest, under the Pre-Existing Loan, and Buyer Parties will promptly provide Seller with the necessary documentation to provide for the release of the security interests in the collateral securing the Deposit Agreement and the Purchase PricePre-Existing Loan. If Closing does not occur under this Agreement on or prior to December 31, Buyer shall deliver to 2007, the Parties acknowledge and agree that Seller may offset the amount due under the Deposit Agreement or the Pre-Existing Loan in an amount equal to the Unpaid Balance$0.0120 per gallon in transportation and terminaling fees that TLP or its affiliates have incurred, together with interest thereon at the Reference Rate in effect from time but not paid to time from the Closing Date until the date of such paymentSeller, in cash in immediately available funds by wire transfer subsequent to a bank account designated in writing by Seller prior to the due date thereofSeptember 12, 2007. (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Seller shall reimburse to Buyer an amount equal to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereof.

Purchase Price. (a) As In consideration for of the Shares sale, assignment, transfer and conveyance to the covenants Depositor of the Aggregate Receivables and agreements of Seller related Transferred Assets, on the terms and subject to the conditions set forth hereinin this Agreement, Buyer shall the Depositor shall, on each Sale Date, pay and deliver to Seller at the Closing Nationstar, in immediately available funds to be delivered on the related Sale Date, or otherwise promptly following such Sale Date if so agreed by wire transfer (to Nationstar, as receivables seller, and the Depositor, a bank account designated at least three business days prior to the Closing Date in writing by Seller) an amount purchase price (the "“Purchase Price"”) equal to Five Hundred Seventy Three Million Dollars ($573,000,000) less the sum of: (i) in the case of one Receivable sold, assigned, transferred and conveyed on such Sale Date, the fair market value of such Receivable on such Sale Date or (ii) in the case more than one Receivable is sold, assigned, transferred and conveyed on such Sale Date, the aggregate of the fair market values of such Receivables on such Sale Date, payable in cash to the extent of funds available to the Depositor. To the extent that the Purchase Price of the Additional Receivables is greater than the cash portion of the Purchase Price, then the Depositor shall (i) first, pay such portion of the Purchase Price in the form of a borrowing under the Promissory Note in the form attached hereto as Exhibit A; provided however, that the Depositor may not make any borrowing under the Subordinated Note unless at the time of (Aand immediately after) all Debt each borrowing thereunder, both before and other amounts outstanding under after the Existing Orion Credit Facility on December 31sale transaction (1) the Depositor’s total assets exceed its total liabilities, 1996, net of (2) the Depositor’s cash on hand is sufficient to satisfy all of the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility on the Closing Date, net of cash on hand of the Entertainment Companies on the Closing Date; plus (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but not including, the Closing Date; plus (iii) the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt of the Entertainment Companies its current obligations (other than Debt outstanding its obligations under the Existing Orion Credit Facility on Subordinated Note and the Closing Dateobligation to pay the Purchase Price), (3) outstanding on the Closing Date; plus Depositor is adequately capitalized at a commercially reasonable level and (iv4) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, Depositor has determined that its financial capacity to meet its financial commitment under the Closing Date. (b) Not later than three Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement (the "Preliminary Statement") containing (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon as of the Closing Date and other amounts that then will be payable with respect thereto, Subordinated Note is adequate and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessarysecond, to give pro forma effect the extent the Depositor cannot make a borrowing under the Subordinated Note, accept a contribution to distribution its capital from Nationstar in an amount equal to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination of the Purchase Price shall be made (the "Preliminary Purchase Price"), which Preliminary Purchase Price shall be subject to adjustment as provided in Sections 2.03(d) and (e). (c) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and remaining unpaid interest thereon, and other amounts payable with respect thereto, as of the Closing Date (assuming that such Debt was repaid in full on that date), (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation portion of the Purchase Price. The Final Statement Nationstar is hereby authorized by the Depositor to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the calculation date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of the Purchase Price Depositor thereunder. Nationstar shall be binding upon the parties to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days after record in its receipt of the Final Statement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records all increases in and payments in reduction of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the outstanding principal amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Buyer shall deliver to Seller an amount equal to the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such payment, in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller prior to the due date thereofSubordinated Note. (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Seller shall reimburse to Buyer an amount equal to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereof.

Purchase Price. (a) As The aggregate consideration to be paid by the Univision Parties to the Entravision Parties for the Shares and Sale Assets shall be US$90,000,000 (the covenants and agreements of Seller set forth herein, Buyer “Purchase Price”). The Purchase Price shall deliver be paid by delivery by Univision to Seller Entravision at the Closing in immediately available funds to be delivered by wire transfer (to a bank account designated at least three business days prior to the Closing Date in writing by Seller) an amount of that number of shares of Entravision Stock (the "Purchase Price"“Shares”) equal to Five Hundred Seventy Three Million Dollars ($573,000,000) less the sum of: as equals (i) the greater Purchase Price divided by (ii) the volume weighted average price of (A) all Debt and other amounts outstanding under a share of Entravision Class A Common Stock on The New York Stock Exchange during the Existing Orion Credit Facility on December 31, 1996, net of cash on hand of 10-trading day period ending the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility on the Closing Date, net of cash on hand of the Entertainment Companies on trading day before the Closing Date; plus (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but not including, the Closing Date; plus (iii) the greater of provided that: (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt if the Entravision Parties, after complying with Section 5.3, do not obtain the consent of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, the Closing Date. (b) Not later than three Business Days prior their lenders and bondholders to the Closing DateTransactions contemplated hereby, Seller then (x) the number of Shares shall prepare and deliver to Buyer equal the quotient obtained by dividing (1) US$60,000,000 by (2) the volume weighted average price of a statement (share of Entravision Class A Common Stock on The New York Stock Exchange during the "Preliminary Statement") containing (i) a schedule of total Debt anticipated to be outstanding on 10-trading day period ending the trading day before the Closing Date and an estimate of unpaid interest to be accrued thereon as of (y) the Closing Date and other amounts that then will be payable with respect thereto, and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination remaining portion of the Purchase Price shall be made paid in cash by Univision to Entravision at the Closing by transfer of “immediately available” U.S. funds to an account designated in writing by Entravision, (the "Preliminary Purchase Price"B) regardless of clause (A), which Preliminary Purchase Price if the number of Shares exceeds the Maximum Number, then (1) the number of Shares shall be subject to adjustment as provided in Sections 2.03(d) instead equal the Maximum Number and (e). (c2) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect thereto, as of the Closing Date (assuming that such Debt was repaid in full on that date), (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation of the Purchase Price. The Final Statement and the calculation remaining portion of the Purchase Price shall be binding upon paid in cash by Univision to Entravision at the parties to this Agreement unless Seller gives written notice Closing by transfer of disagreement therewith to Buyer within thirty (30) days after its receipt of the Final Statement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination “immediately available” U.S. funds to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Buyer shall deliver to Seller an amount equal to the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such payment, in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller prior to the due date thereof.Entravision, (eC) If For purposes hereof, “Maximum Number” shall mean that number of shares of Entravision Stock as equals the Preliminary Purchase Price difference between (A) the number of shares of Entravision Stock owned by Univision and its Permitted Transferees (as such term is greater than defined in the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5Second Amended and Restated Certificate of Incorporation of Entravision) Business Days after the final determination of the Final Statement and the Purchase Price, Seller shall reimburse to Buyer an amount equal to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date and (B) 6,595,001 shares of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereofEntravision Stock (as appropriately adjusted for stock dividends and stock splits and similar transactions).

Purchase Price. (a) As consideration On the terms and subject to the conditions set forth in this Agreement, in exchange for the Shares and the covenants and agreements of Seller set forth hereinPartnership Interests, Buyer shall deliver pay to Seller at Sellers the Closing in immediately available funds to be delivered by wire transfer (to a bank account designated at least three business days prior to the Closing Date in writing by Seller) an amount aggregate purchase price (the "“Purchase Price"”) equal to of (i) Four Hundred Seventy-Five Hundred Seventy Three Million Dollars ($573,000,000475,000,000) less (the sum of: (i) the greater of (A) all Debt and other amounts outstanding under the Existing Orion Credit Facility on December 31, 1996, net of cash on hand “Cash Portion of the Entertainment Companies on December 31, 1996, or (BPurchase Price”) all Debt and other amounts outstanding under the Existing Orion Credit Facility on the Closing Date, net of cash on hand of the Entertainment Companies on the Closing Date; plus minus (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but not including, the Closing Date; plus (iii) the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, the Closing Date. (b) Not later than three Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement (the "Preliminary Statement") containing (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon as of the Closing Date and other amounts that then will be payable with respect thereto, and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination of the Purchase Price shall be made (the "Preliminary Purchase Price"), which Preliminary Deductions. The Purchase Price shall be subject to adjustment as provided in Sections 2.03(d) at and (e). (c) Within thirty (30) days after the Closing Datein accordance with Section 2.4 and Section 2.5. At the Closing, Buyer shall prepare pay to Sellers the Purchase Price increased or decreased for any Estimated Adjustment Amount pursuant to Section 2.4(f) and deliver to Seller a statement (an amount reflecting the "Final Statement") containing (i) a schedule of total Debt outstanding Acquired Companies’ cash, in the aggregate, on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect thereto, as of the Closing Date (assuming that such Debt was repaid in full on that date), (ii) a calculation of cash on hand that would be reflected on a the consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation of the Purchase Price. The Final Statement and the calculation of the Purchase Price shall be binding upon the parties to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days after its receipt of the Final Statement, specifying Resource Partners in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller cash (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement “Cash” and the Purchase Price, as increased or decreased by the Estimated Adjustment Amount and the Cash, is referred to as the “Closing Cash Consideration”). The Closing Cash Consideration shall be payable at the Closing as follows: (i) Buyer shall deliver to Seller an amount equal the Escrow Amount to the Unpaid Balance, together with interest thereon at Escrow Agent pursuant to the Reference Rate in effect from time terms and conditions of Section 2.7; and (ii) Buyer shall pay to time from Sellers the balance of the Closing Date until Cash Consideration (being the date of such payment, in cash in immediately available funds Closing Cash Consideration less the Escrow Amount) by wire transfer of immediately available United States funds, in the percentage per Seller as set forth on Schedule 2.1(a)(ii), to a bank account accounts designated by Agent for the benefit of Sellers in writing by Seller written instructions given to Buyer at least two (2) Business Days prior to the due date thereofClosing. Prior to the payment to Sellers of the balance of the Closing Cash Consideration, such Closing Cash Consideration will additionally be reduced by the amounts estimated by Resource Partners, IRP GP and Agent necessary to pay fees and expenses of Sellers including those incurred in connection with the transactions contemplated hereby, which amounts Agent shall certify in writing to Buyer at least one (1) Business Day prior to the Closing, and Buyer shall pay such amounts by wire transfer of immediately available United States funds to accounts designated by Agent for the benefit of Sellers. (eb) If As promptly as practicable following the Preliminary Purchase Price is greater than execution and delivery of this Agreement, and in any case prior to the Closing, Buyer and Sellers shall use reasonable efforts to agree upon the allocation of the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5and all other capitalizable costs) Business Days after among the final determination assets of the Final Statement Acquired Companies, which the parties shall adjust to reflect any adjustments made to the Purchase Price in accordance with Section 2.5(f). Any such allocation shall be intended to comply with the allocation method required by Section 1060 of the Code. The parties shall cooperate in complying with all requirements of Section 1060 of the Code and the regulations thereunder, and the allocation shall be adjusted only if and to the extent necessary to comply with such requirements. Buyer and Sellers agree that they will not take nor will they permit any of their Affiliates or Related Persons to take, for income Tax purposes, any position inconsistent with any such agreed-upon allocation, if any; provided, however, that (a) Buyer’s total cost for the assets of each Acquired Company may differ from the total amount allocated hereunder to reflect Buyer’s transaction costs other than the Purchase Price, Seller shall reimburse to Buyer an and (b) the amount equal to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time realized by Sellers may differ from the Closing Date until total amount allocated hereunder to reflect Sellers’ transaction costs that reduce the date amount realized for income tax purposes. Under no circumstance shall Buyer be liable to any Seller or other Person for any action, omission or delay of such reimbursementthe Agent or any other recipient in dealing with or distributing any payment or any portion of the Purchase Price or of any other payment or performance made by or on behalf of Buyer in accordance herewith or any other Transaction Document, to or as prescribed by the Agent. Nothing contained in cash Section 2.1(a)(ii) providing for allocation of the Purchase Price hereunder in immediately available funds by wire transfer accordance with Schedule 2.1(a)(ii) shall be deemed to a bank account designated in writing by Buyer prior to limit the due date thereofforegoing.

Purchase Price. (a) As consideration The purchase price for the Shares Property (the “Purchase Price”) shall collectively be Fifteen Million Three Hundred Thousand and 00/100s Dollars ($15,300,000.00), and shall be allocated as set forth on Schedule 1.3 attached hereto and incorporated herein by reference. The Purchase Price shall be paid to Seller by Buyer on the covenants and agreements of Seller Closing Date (as defined below), plus or minus all adjustments or credits as set forth herein, Buyer shall deliver to Seller at the Closing in immediately available funds to be delivered by wire transfer of immediately available federal funds. Notwithstanding the foregoing, Seller and Buyer agree that the Purchase Price was determined based on a projected aggregate NOI (to a bank account designated at least three business days prior to the Closing Date in writing by Selleras defined below) an amount (the "Purchase Price") equal to Five of One Million Two Hundred Seventy Sixty Two Thousand Three Million Hundred Ninety Six and no/100 Dollars ($573,000,0001,262,396.00) for the first full year of the term of each of the Leases, and thus a capitalization rate of 8.25% (“Capitalization Rate”). For purposes of this Agreement, “NOI” shall mean gross rent income received less the sum of: (i) the greater of (A) all Debt and other amounts outstanding under the Existing Orion Credit Facility on December 31, 1996, net of cash on hand of the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility on the Closing Date, net of cash on hand of the Entertainment Companies on the Closing Date; plus (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but not including, the Closing Date; plus (iii) the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, the Closing Date. (b) Not later than three Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement (the "Preliminary Statement") containing (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon as of the Closing Date and other amounts that then will be payable with respect thereto, and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination of the Purchase Price shall be made (the "Preliminary Purchase Price"), which Preliminary Purchase Price shall be subject to adjustment as provided in Sections 2.03(d) and (e). (c) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect thereto, as of the Closing Date (assuming that such Debt was repaid in full on that date)tax deductible operating expenses, (ii) a calculation of any additional cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjustedoutflows, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation all repair costs and (iv) the amortized cost of any capital improvements needed over the remaining term of each Lease. If prior to Closing the NOI for the first year of the term of any Lease has not been established (such Lease being an, “Unmatured Lease”), Buyer and Seller agree to adjust the allocated Purchase PricePrice attributable to the parcel subject to such Unmatured Lease in the event that the first-year NOI that is allocated for such parcel differs from the projected NOI as set forth on Schedule 1.3 attached hereto and incorporated herein by reference by a margin greater than three percent (3%). The Final Statement and the calculation of Any adjustment to the Purchase Price based on the foregoing, whether in favor of the Buyer or the Seller, shall be binding upon made after all of the parties Unmatured Leases have had their respective NOI properly established and the party entitled to this Agreement unless Seller gives written notice of disagreement therewith to Buyer such adjustment shall be paid the difference between the allocated Purchase Price and the allocated Purchase Price as adjusted, by immediately available federal funds within thirty twenty (3020) days after its receipt notice of the Final Statement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm shall be paid same by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03or Seller. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Buyer shall deliver to Seller an amount equal to the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such payment, in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller prior to the due date thereof. (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Seller shall reimburse to Buyer an amount equal to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereof.

Purchase Price. (a) As In consideration for the Shares and the covenants and agreements of Seller set forth hereinPurchased Assets, Buyer shall deliver to Seller at assume the Closing in immediately available funds to be delivered by wire transfer (to a bank account designated at least three business days prior to the Closing Date in writing by Seller) Assumed Liabilities, and pay an amount (the "Purchase Price") equal to Five Hundred Seventy Three Twenty-Seven Million Dollars ($573,000,000) less the sum of: (i) the greater of (A) all Debt and other amounts outstanding under the Existing Orion Credit Facility on December 31, 1996, net of cash on hand of the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility on the Closing Date, net of cash on hand of the Entertainment Companies on the Closing Date; plus (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but not including, the Closing Date; plus (iii) the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, the Closing Date. (b) Not later than three Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement (the "Preliminary Statement") containing (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon as of the Closing Date and other amounts that then will be payable with respect thereto, and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date27,000,000). Based upon the Preliminary Statement, a preliminary determination of the Purchase Price shall be made (the "Preliminary Purchase Price"), which Preliminary The Purchase Price shall be subject to adjustment as provided in Sections 2.03(dfollows: (a) The following items shall be prorated between Sellers and Buyer as of the Closing Date with respect to the Purchased Assets: power and utility charges, real and personal property taxes, rents (including percentage rents) and security deposits under Site Leases and payments and security deposits under Advertising Contracts. Prorations will be on a dollar-for-dollar basis based on the number of days of display before and after the Closing. Percentage rents shall be prorated as of the Closing Date. Any prorations not determined at the Closing shall be prorated on the basis of the most current information available at Closing. On the Closing Date, Sellers shall provide to Buyer a list of items and the prorations required by this Section 2.6(a) (e"Preliminary Adjustment") and the Purchase Price shall be adjusted accordingly. Sellers agree to furnish Buyer with any documents or records in Sellers' possession that may be needed for Buyer to confirm the adjustment and prorations in this Section 2.6(a). (cb) Within thirty ninety (3090) days after the Closing Date, Buyer shall will prepare and deliver provide to Seller a statement Sellers the final calculations of adjustments to the Purchase Price (the "Final StatementClosing Date Adjustment") containing (i) a schedule of total Debt outstanding ). On the 120th day after the Closing Date, all required refunds or payments under this Section 2.6, shall be made on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect thereto, as basis of the Closing Date Adjustment. (assuming c) The parties agree that such Debt was repaid in full on that date), (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation of the Purchase Price. The Final Statement and the calculation of the Purchase Price shall be binding upon the parties to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days after its receipt of the Final Statement, specifying allocated as set forth in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties Exhibit B attached hereto for purposes of this Agreement. The fees and disbursements of completing the Selected Firm shall Form 8594 required to be paid by Buyer and Seller as filed with the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03IRS. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Buyer shall deliver to Seller an amount equal to the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such payment, in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller prior to the due date thereof. (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Seller shall reimburse to Buyer an amount equal to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereof.

Purchase Price. The purchase price of each piece of Equipment is [***] Economic Value of such piece of Equipment (the “Purchase Price”) payable in cash as set forth in Section 4.3 of this Agreement. Except as otherwise set forth in this Agreement, with respect to each piece of Equipment purchased by IMC from QSI pursuant to this Agreement, the Purchase Price must be paid in full to QSI within [***] from the date of receipt of delivery by IMC of such piece of Equipment (the “Settlement Date”); provided IMC reserves the right to pay any outstanding Purchase Price before the Settlement Date. IMC’s obligation to pay the Purchase Price with respect to each piece of Equipment ordered and received by IMC will survive the term of this Agreement. Notwithstanding anything else to the contrary in this Agreement, under no circumstances will the aggregate MQER, as defined in Section 4.3 of this Agreement, paid by IMC to QSI with respect to a piece of Equipment exceed the Purchase Price of such piece of Equipment. Notwithstanding the foregoing, the Purchase Price of each [***] is payable, determinable in IMC’s sole discretion, as follows: (a) As consideration one warrant to purchase one share of IMC common stock at an exercise price equal to the amount paid by investors for IMC’s stock in IMC’s most recent round of financing for each dollar of Economic Value or (b) cash in the Shares and amount of a reduced MQER calculated utilizing [***] of the covenants and agreements QRM, as defined in Section 4.3 of Seller set forth hereinthis Agreement, Buyer shall deliver until QSI receives the Purchase Price, plus one warrant to Seller purchase one share of IMC common stock at an exercise price equal to the amount paid by investors for IMC’s stock in IMC’s most recent round of financing for every two (2) dollars of Economic Value. IMC must notify QSI in writing at the Closing in immediately available funds time IMC places a [***] order as to be delivered by wire transfer whether (to a bank account designated at least three business days prior to the Closing Date in writing by Seller) an amount (the "Purchase Price") equal to Five Hundred Seventy Three Million Dollars ($573,000,000) less the sum of: (i) the greater of (A) all Debt and other amounts outstanding under the Existing Orion Credit Facility on December 31, 1996, net of cash on hand of the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility on the Closing Date, net of cash on hand of the Entertainment Companies on the Closing Date; plus (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but not including, the Closing Date; plus (iii) the greater of (A) Thirteen Million Dollars ($13,000,000a) or (B) all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, the Closing Date. (b) Not later than three Business Days prior above described will apply to the Closing Date, Seller shall prepare and deliver to Buyer a statement (the "Preliminary Statement") containing (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon as of the Closing Date and other amounts that then particular [***] order. Applicable warrants will be payable with respect thereto, and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination of the Purchase Price shall be made (the "Preliminary Purchase Price"), which Preliminary Purchase Price shall be subject to adjustment as provided in Sections 2.03(d) and (e). (c) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect thereto, as of the Closing Date (assuming that such Debt was repaid in full on that date), (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation of the Purchase Price. The Final Statement and the calculation of the Purchase Price shall be binding upon the parties to this Agreement unless Seller gives written notice of disagreement therewith to Buyer issued within thirty (30) days after its receipt of the Final Statement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation delivery by IMC of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03applicable [***]. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Buyer shall deliver to Seller an amount equal to the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such payment, in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller prior to the due date thereof. (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Seller shall reimburse to Buyer an amount equal to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereof.

Purchase Price. The purchase price (a“Purchase Price”) As consideration for the Shares and Active Ingredient purchased from ASL for a period of three (3) years from the covenants and agreements date of Seller Regulatory Approval for either of the Initial Products (the “Initial Pricing Period”) shall be as set forth herein, Buyer shall deliver on Exhibit B hereto. In the event that Reliant fails to Seller at the Closing in immediately available funds to be delivered by wire transfer (to a bank account designated order at least three business days prior to the Closing Date in writing by Seller) an amount [***] kgs of Active Ingredient (the "Purchase Price"“Minimum”) equal to Five Hundred Seventy Three Million Dollars ($573,000,000) less the sum of: (i) the greater of (A) all Debt and other amounts outstanding under the Existing Orion Credit Facility on December 31, 1996, net of cash on hand in any year of the Entertainment Companies on December 31, 1996, or Initial Pricing Period (B) all Debt and other amounts outstanding under excluding the Existing Orion Credit Facility on the Closing Date, net of cash on hand of the Entertainment Companies on the Closing Date; plus (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but not including, the Closing Date; plus (iii) the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, the Closing Date. (b) Not later than three Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement (the "Preliminary Statement") containing (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon as of the Closing Date and other amounts that then will be payable with respect thereto, and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination of the Purchase Price shall be made (the "Preliminary Purchase Price"), which Preliminary Purchase Price shall be subject to adjustment as provided in Sections 2.03(d) and (e). (c) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect thereto, as of the Closing Date (assuming that such Debt was repaid in full on that date), (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date“First Agreement Year”), and (iii) a calculation of fails to cure such failure in the Quarterly Forecast for the succeeding Agreement Year, ASL shall have the right to renegotiate the Purchase Price. Price increases will be limited to ASL’s direct incremental price increase for raw materials directly attributable to the lower than expected volume purchases of raw materials by ASL as demonstrated from ASL’s records. The Final Statement and the calculation of the Purchase Price for each purchase order shall be binding upon determined by the parties relevant Tier on Exhibit B according to this the aggregate number of kilograms of API purchased to date within the relevant Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days after its receipt of the Final Statement, specifying in reasonable detail the nature and extent of such disagreementYear. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the The Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall set forth on Exhibit B may be binding upon the parties to this Agreement. If Buyer renegotiated at any time and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Buyer shall deliver to Seller an amount equal to the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from after expiration of the Closing Date until Initial Period. Any change in the date Purchase Price of such payment, in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller prior [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the due date thereof. (e) If omitted portions. Active Ingredient following expiration of the Preliminary Initial Pricing Period provided, however, that the Purchase Price is for Active Ingredient shall not be increased greater than the Purchase annual increase in any Agreement Year during the Term by greater than the annual increase in the Producer Price (such difference being referred to herein Industry Data figure for pharmaceutical preparations [***] as an "Overpayment"), then within five (5) Business Days after published by the final determination US Department of the Final Statement and the Purchase Price, Seller shall reimburse to Buyer an amount equal to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereofLabor.

Purchase Price. (a) As consideration During the Term, the purchase price of the Products sold by Seller for purposes of the Shares and the covenants and agreements of Seller set forth herein, Buyer Humanitarian Program shall deliver to Seller at the Closing in immediately available funds to be delivered by wire transfer (to a bank account designated at least three business days prior for an amount equal to the Closing Date in writing by Seller) an amount (the "Purchase Price") equal to Five Hundred Seventy Three Million Dollars ($573,000,000) less the sum of: of (i) the greater of (A) all Debt and other amounts outstanding under the Existing Orion Credit Facility on December 31, 1996, net of cash on hand of the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility on the Closing Date, net of cash on hand of the Entertainment Companies on the Closing Date; **** Cost plus (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but not including, the Closing Date; plus (iii) the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, the Closing Date. (b) Not later than three Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement (the "Preliminary Statement") containing (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon as of the Closing Date and other amounts that then will be payable with respect thereto****%, and (ii) an estimate ****% of cash that would be reflected on a consolidated balance sheet the **** Cost of Orion the Products included in the Report (which, for purposes of this subsection (ii), shall include the **** Costs of Reagents) (the “Purchase Price”). For the avoidance of doubt, Seller and its Subsidiaries prepared as Affiliates shall supply Reagents and other raw materials for the manufacture of Products for purposes of the Closing Date (adjustedHumanitarian Program at no cost. Promptly following the receipt of each Report, if necessary, to give pro forma effect to distribution Inverness Japan shall prepare and submit an invoice to Seller for an amount equal to (1) the **** Cost plus ****%, and (2) ****% of all capital stock the **** Cost of Landmark on such Products included in the Closing DateReport (which, for purposes of this subsection (2) shall include the **** Costs of Reagents). Based upon Seller shall pay the Preliminary Statement, a preliminary determination of the Purchase Price shall be made (the "Preliminary Purchase Price"), which Preliminary Purchase Price shall be subject to adjustment as provided in Sections 2.03(d) and (e). (c) Within thirty (30) amount so invoiced no later than 30 days after the Closing Datedate of such invoice; provided, Buyer however, that if Seller disagrees with the amounts set forth in such invoice, Seller shall prepare send a written notice to Inverness Japan stating the specific reasons for its disagreement within 20 days of receiving such invoice. If Seller makes such notification to Inverness Japan, Seller and deliver Inverness Japan must attempt to reconcile their differences during 2 weeks and if they are unable to do so, then, Seller a statement (shall have the "Final Statement") containing (i) a schedule right, during normal business hours and at Seller’s expense, to have an independent certified public accountant selected by Seller and reasonably acceptable to Inverness Japan, audit any amounts calculated pursuant to this Section 5.5. The decision of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other amounts payable independent certified public accountant with respect thereto, as of the Closing Date (assuming that such Debt was repaid in full on that date), (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation of the Purchase Price. The Final Statement and the calculation of the Purchase Price shall be binding upon the parties to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days after its receipt of the Final Statement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price amounts shall be final and binding on Inverness Japan and Seller. If, based upon the parties hereto for purposes of this Agreement. The fees and disbursements decision of the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment independent certified public accountant, there has been an overstatement of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books amount calculated and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Buyer shall deliver to Seller an amount equal to the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such payment, in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller prior to the due date thereof. (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after the final determination 10% of the Final Statement original amount, Inverness Japan shall reimburse Seller for all the fees of the audit conducted by the independent certified public accountant. If Seller pays an amount invoiced by Inverness Japan pursuant to this Section 5.5 without notifying Inverness Japan of Seller’s disagreement of such amount, but later reasonably believes that the amount so invoiced and the Purchase Pricepaid by Seller was overstated by more than 10%, Seller shall reimburse have the right, during normal business hours and at Seller’s expense, to Buyer have an independent certified public accountant selected by Seller and reasonably acceptable to Inverness Japan, audit such amount equal paid by Seller to Inverness Japan. The decision of the independent certified public accountant with respect to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date calculation of such reimbursementamount shall be final and binding on Inverness Japan and Seller. If the amount previously paid by Seller to Inverness Japan exceeds the amount determined by the independent certified public accountant, in cash in immediately available funds within 30 days of the decision of the independent certified public accountant, (i) Inverness Japan shall reimburse Seller the difference between the amount paid by wire transfer Seller and the amount determined by the independent certified public accountant, and (ii) if such difference is greater than 10% of the amount previously paid **** REPRESENTS TEXT OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. by Seller, Inverness Japan shall reimburse Seller for all the fees of the audit conducted by the independent certified public accountant. If the amount determined by the independent certified public accountant exceeds the amount previously paid by Seller to Inverness Japan, within 30 days of the decision of the independent certified public accountant, Seller shall pay to Inverness Japan the difference between the amount determined by the independent certified public accountant and the amount paid by Seller. Failure to pay a bank account designated in writing disputed invoice shall not be deemed a breach of this Agreement by Buyer prior Seller and shall not relieve Inverness Japan from its commitment to the due date thereof.continue to provide Products hereunder

Purchase Price. The total purchase price (the “Purchase Price”) for the transactions contemplated by this Agreement shall be an amount in cash equal to $4,800,000,000, which amount consists of (a) As consideration an amount equal to the Bridge Loan Purchase Price for the Bridge Loan, plus (b) an amount equal to the Purchase Price minus the Bridge Loan Purchase Price for the Shares (the “Share Purchase Price”), which amount shall be adjusted pursuant to and in accordance with this Section 2.03 and Sections 2.04 and 2.05. The Purchase Price shall be reduced by an amount equal to the sum of (x) the Credit Saison Debt Amount plus (y) the Syndicated Loan Debt Amount plus (z) any Indebtedness for Borrowed Money of the Companies and the covenants and agreements of Seller set forth herein, Buyer shall deliver to Seller at the Closing in Transferred Subsidiaries outstanding immediately available funds to be delivered by wire transfer (to a bank account designated at least three business days prior to the Closing Date in writing by Seller) an amount (the "Purchase Price") equal to Five Hundred Seventy Three Million Dollars ($573,000,000) less the sum of: (i) the greater of (A) all Debt and other amounts outstanding under the Existing Orion Credit Facility on December 31, 1996, net of cash on hand of the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility on the Closing Date, net of cash on hand of the Entertainment Companies on the Closing Date; plus (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but not including, the Closing Date; plus (iii) the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not includingSaison Debt, the Bridge Loan, the Syndicated Loan and the AIGFAJ Subordinated Debt. For the avoidance of doubt, any such reduction to the Purchase Price shall be treated as an adjustment to the Share Purchase Price. The Parent shall notify the Acquiror of the principal amount of Indebtedness for Borrowed Money outstanding as of the Closing Date. Date and the amount of interest (bor original issue discount, as applicable) Not that will be accrued and unpaid on the Bridge Loan, the Credit Saison Debt, the Syndicated Loan and any other Indebtedness for Borrowed Money to but excluding the Closing Date no later than three ten (10) Business Days prior to the Closing Date. For purposes of this ARTICLE II, Seller shall prepare and deliver to Buyer a statement (the "Preliminary Statement") containing (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon as of the Closing Date and other amounts that then will be payable with respect thereto, and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination of the Purchase Price shall be made (the "Preliminary Purchase Price"), which Preliminary Purchase Price shall be subject to adjustment as provided in Sections 2.03(d) and (e). (c) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding on the Closing Date and any accrued and unpaid interest thereon(or original issue discount, as applicable) on the Bridge Loan, the Credit Saison Debt, and the Syndicated Loan and any principal or accrued and unpaid interest on any other amounts payable with respect thereto, Indebtedness for Borrowed Money shall be expressed in U.S. dollars based on the Applicable Exchange Rate as in effect as of the Closing Date (assuming that such Debt was repaid in full on that date), (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation of the Purchase Price. The Final Statement and the calculation of the Purchase Price shall be binding upon the parties to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days after its receipt of the Final Statement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03date hereof. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Buyer shall deliver to Seller an amount equal to the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such payment, in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller prior to the due date thereof. (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Seller shall reimburse to Buyer an amount equal to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereof.

Purchase Price. (a) As consideration for the Shares and the covenants and agreements of Seller set forth herein, Buyer shall deliver The aggregate purchase price to be paid to Seller at in full consideration of the Closing in immediately available funds to be delivered by wire transfer (to a bank account designated at least three business days prior to the Closing Date in writing by Seller) an amount (the "Purchase Price") equal to Five Hundred Seventy Three Million Dollars ($573,000,000) less the sum of: Wimbledon Assets will consist of (i) the greater of (A) all Debt and other amounts outstanding under the Existing Orion Credit Facility on December 31$2,695,000,000 in cash, 1996, net of cash on hand of the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility on the Closing Date, net of cash on hand of the Entertainment Companies on the Closing Date; plus minus (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but not including, amount (if any) by which the Closing Date; Specified Net Assets is less than the Target Specified Net Assets or plus (iii) the amount (if any) by which the Closing Specified Net Assets is greater than the Target Specified Net Assets (the “Purchase Price”), and the assumption by Acquiror or one or more of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt its Affiliates of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, the Closing DateWimbledon Liabilities. (b) Not later than three five Business Days prior to the Closing DateClosing, Seller shall prepare will provide to Acquiror its good faith estimate (using the Seller’s most currently available financial information and deliver to Buyer a statement (calculated in accordance with the "Preliminary Statement"Sample Specified Net Assets) containing (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon as of the Closing Date and other amounts that then will be payable with respect thereto, and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination of the Purchase Price shall be made and reasonable supporting detail thereof (the "Preliminary “Proposed Estimated Purchase Price"”), which Preliminary . Acquiror will review the Proposed Estimated Purchase Price shall and calculation thereof, and if Acquiror disagrees with such statement or any of the matters therein, it will provide written notice to the Seller and Seller and Acquiror will attempt to resolve in good faith any such disagreements prior to the Closing. The Estimated Purchase Price as so agreed will be subject the Estimated Purchase Price for purposes of the Closing (the “Closing Estimated Purchase Price”). If Seller and Acquiror are unable to adjustment as provided in Sections 2.03(d) and (e)agree on the Closing Estimated Purchase Price for purposes of the Closing, the Proposed Estimated Purchase Price will be the Closing Estimated Purchase Price for purposes of the Closing, without prejudice to Section 1.12. (c) Within thirty (30At the Closing and upon the terms and subject to the conditions set forth in this Agreement, in consideration of the Conveyance of the Wimbledon Assets, Acquiror and/or its designated Affiliates will assume the Wimbledon Liabilities and pay to Seller and/or its designated Affiliates in cash the Closing Estimated Purchase Price as determined in accordance with Section 1.11(b) by wire transfer of immediately available funds to an account designated by Seller in writing not less than two days after prior to the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect thereto, as of the Closing Date (assuming that such Debt was repaid in full on that date), (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation of the Purchase Price. The Final Statement and the calculation of the Purchase Price shall be binding upon the parties to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days after its receipt of the Final Statement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Buyer shall deliver to Seller an amount equal to the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such payment, in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller prior to the due date thereof. (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Seller shall reimburse to Buyer an amount equal to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereof.

Purchase Price. The aggregate amount of consideration to be paid by Buyer to Seller or Seller’s designees for the sale of all of the Shares (the “Purchase Price”), subject to the terms of this Agreement, shall consist of (a) As consideration for the Shares and the covenants and agreements of Seller set forth herein, Buyer shall deliver to Seller at the Closing an amount in immediately available funds to be delivered by wire transfer (to a bank account designated at least three business days prior cash equal to the Closing Date in writing by Seller) an amount (the "Purchase Price") equal to Five Hundred Seventy Three Million Dollars ($573,000,000) less the sum of: of (i) $80,000,000 (the greater of (A) all Debt and other amounts outstanding under the Existing Orion Credit Facility on December 31“Base Cash Purchase Price”), 1996, net of cash on hand of the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility on the Closing Date, net of cash on hand of the Entertainment Companies on the Closing Date; plus (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued toFinal Working Capital Increase (if any), but not including, the Closing Date; plus less (iii) the greater of Final Working Capital Decrease (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; if any), plus (iv) unpaid interest on such Debt the amount of Final Cash (other than as defined below), if any, minus (v) the Existing Orion Credit Facilityamount of Final Indebtedness (as defined below), if any, (b) accrued to15,000,000 shares of Common Stock (the “Parent Common Stock”) and (c) 14,666,667 shares of Preferred Stock, as may be adjusted by the Cash Purchase Price Increase Amount (the “Parent Preferred Stock” and together with the Parent Common Stock, the “Stock Consideration”). The issuance of the Parent Common Stock and the Parent Preferred Stock hereunder is defined as the “Stock Issuance”). Notwithstanding the foregoing, Buyer shall have the right, but not includingthe obligation, to increase the amount of the Base Cash Purchase Price by an amount of up to $110,000,000 (the amount of any such increase, the Closing Date. (b) Not “Cash Purchase Price Increase Amount”), by delivering an irrevocable written notice to Seller no later than three two (2) Business Days prior to the Closing DateDate of the Cash Purchase Price Increase Amount, Seller shall prepare and deliver to Buyer make a statement (corresponding reduction in the "Preliminary Statement") containing (i) a schedule number of total Debt anticipated shares of Parent Preferred Stock to be outstanding on issued to Seller as part of the Closing Date and an estimate of unpaid interest to Stock Consideration, which reduction shall be accrued thereon calculated by dividing the Cash Purchase Price Increase Amount by $7.50, but only if the Cash Purchase Price Increase Amount is financed from Buyer’s cash-on-hand as of the Closing Date and other amounts that then will be payable with respect thereto, and or the proceeds of a Permitted Financing (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination of the Purchase Price shall be made (the "Preliminary Purchase Price"), which Preliminary Purchase Price shall be subject to adjustment as provided in Sections 2.03(d) and (eany). (c) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect thereto, as of the Closing Date (assuming that such Debt was repaid in full on that date), (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation of the Purchase Price. The Final Statement and the calculation of the Purchase Price shall be binding upon the parties to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days after its receipt of the Final Statement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Buyer shall deliver to Seller an amount equal to the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such payment, in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller prior to the due date thereof. (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Seller shall reimburse to Buyer an amount equal to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereof.

Purchase Price. (a) As consideration The “Purchase Price” for the Shares and the covenants and agreements of Seller set forth herein, Buyer Purchased Assets that are conveyed to HRAC II under this Agreement shall deliver to Seller at the Closing be payable in immediately available funds to be delivered by wire transfer (to a bank account designated at least three business days prior cash in an amount equal to the Closing Date in writing by Seller) an amount (the "Purchase Price") equal to Five Hundred Seventy Three Million Dollars ($573,000,000) less the sum of: of (i) 100% of the greater aggregate balance of (A) all Debt the Principal Receivables, and such of the Finance Charge and Administrative Receivables as constitute fees and charges relating to debt cancellation, debt waiver and other amounts outstanding under enhancement and insurance programs administered by the Existing Orion Credit Facility on December 31Bank, 1996so conveyed, net of cash on hand of the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility on the Closing Date, net of cash on hand of the Entertainment Companies on the Closing Date; plus (ii) unpaid interest the present value of anticipated excess spread, including Interchange, computed by taking into account factors such as historical losses (and discounted to take into account any uncertainty as to future performance matching historical performance), servicing fees, delinquencies, payment rates and yield, such sum adjusted to reflect any other factors as the Bank and HRAC II mutually may agree will result in a Purchase Price determined to be the fair market value of such Purchased Assets. This computation of initial Purchase Price shall assume no reinvestment in new Receivables. The Purchase Price for the Purchased Assets, shall be payable on Debt under a date (the Existing Orion Credit Facility accrued to“Purchase Price Payment Date”) mutually agreed to by the Bank and HRAC II (but no later than the 15th day of the month following the month in which such Purchased Assets are conveyed by the Bank to HRAC II) in cash in an amount equal to the sum of (i) 100% of the aggregate balance of the Principal Receivables, but not includingand such of the Finance Charge and Administrative Receivables as constitute fees and charges relating to debt cancellation, debt waiver and other enhancement and insurance programs administered by the Closing Date; Bank, so conveyed, plus (iiiii) the greater present value of anticipated excess spread, including Interchange, computed by taking into account factors such as historical losses (A) Thirteen Million Dollars ($13,000,000) or (B) and discounted to take into account any uncertainty as to future performance matching historical performance), servicing fees, delinquencies, payment rates and yield, such sum adjusted to reflect any other factors as the Bank and HRAC II mutually may agree will result in a Purchase Price determined to be the fair market value of such Purchased Assets. The Bank and HRAC II confirm that a Purchase Price equal to the fair market value of all Debt of Purchased Assets sold to HRAC II through the Entertainment Companies (other than Debt outstanding under date hereof has been paid by HRAC II to the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, the Closing DateBank. (b) Not later than three Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement (the "Preliminary Statement") containing (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon as of the Closing Date and Notwithstanding any other amounts that then will be payable with respect thereto, and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination of the Purchase Price shall be made (the "Preliminary Purchase Price"), which Preliminary Purchase Price shall be subject to adjustment as provided in Sections 2.03(d) and (e). (c) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect thereto, as of the Closing Date (assuming that such Debt was repaid in full on that date), (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation of the Purchase Price. The Final Statement and the calculation of the Purchase Price shall be binding upon the parties to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days after its receipt of the Final Statement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) provision of this Agreement, within five (5) Business Days after the final determination of Bank shall not be obligated to continue to sell Purchased Assets to HRAC II to the Final Statement and extent that the Bank is not paid the Purchase PricePrice therefor as provided herein. Further, Buyer shall deliver to Seller if the Purchase Price is not paid by the Purchase Price Payment Date, an additional amount equal to the Unpaid Balance, together with interest thereon at the Reference Prime Rate in effect from time to time from the Closing Date until the date of such payment, in cash in immediately available funds plus 6% shall be payable by wire transfer to a bank account designated in writing by Seller prior HRAC II to the due date thereofBank. (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Seller shall reimburse to Buyer an amount equal to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereof.

Purchase Price. (a) As consideration The purchase price for this Warrant or the Shares and Warrant Shares, as the covenants and agreements of Seller set forth hereincase may be, Buyer shall deliver to Seller at the Closing in immediately available funds to be delivered by wire transfer (to a bank account designated at least three business days prior equal to the Closing Date in writing by Seller) an amount (the "Purchase Price") equal to Five Hundred Seventy Three Million Dollars ($573,000,000) less the sum of: product of (i) the greater number of (A) all Debt and other amounts outstanding under Warrant Shares then issuable upon the Existing Orion Credit Facility on December 31exercise of this Warrant or the number of Warrant Shares then held by the Warrantholder, 1996as the case may be, net of cash on hand of the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility on the Closing Date, net of cash on hand of the Entertainment Companies on the Closing Date; plus multiplied by (ii) unpaid interest on Debt under in the Existing Orion Credit Facility accrued to, but not including, event of the Closing Date; plus occurrence of a Put Event specified in clause (iii) the greater of (A) Thirteen Million Dollars ($13,000,000i) or (Bii)(A) all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not includingdefinition of Put Event set forth below, the Closing Date. highest price per share paid to shareholders of the Company in such Put Event or, in the event of the occurrence of a Put Event specified in clause (bii)(B) Not later than three Business Days prior of the definition of Put Event set forth below, the quotient obtained by dividing (x) the aggregate purchase price paid to the Closing DateCompany in such Put Event less, Seller in the case of any Put Event, the aggregate payment the Warrantholder would make to the Company if the Warrants of such Warrantholder were exercised by (y) the number of shares of Common Stock then outstanding calculated on a fully diluted basis assuming all of the Warrants are exercised. For purposes of determining the number of Warrant Shares issuable upon the exercise of this Warrant in making the calculation set forth above, effect shall prepare and deliver be given to Buyer any adjustment provided herein in the number of Warrant Shares issuable upon the exercise of this Warrant as a statement (result of the "Preliminary Statement") containing occurrence of the Put Event. The cash value of any non- cash consideration paid to the shareholders of the Company in a Put Event specified in clause (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon as or (ii)(A) of the Closing Date and other amounts that then will be payable with respect thereto, and definition of Put Event set forth below or to the Company in a Put Event specified in clause (iiii)(B) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller definition of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination of the Purchase Price Put Event set forth below shall be made (the "Preliminary Purchase Price"), which Preliminary Purchase Price shall be subject to adjustment as provided in Sections 2.03(d) and (e). (c) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect thereto, as of the Closing Date (assuming that such Debt was repaid in full on that date), (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation of the Purchase Price. The Final Statement and the calculation of the Purchase Price shall be binding upon the parties to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days after its receipt of the Final Statement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected determined by the good faith mutual agreement of Buyer and Seller (the "Selected Firm"), Warrantholder and the resolution Company, or if no such agreement can be reached within 30 days following the date on which notice of that disagreement the exercise of the Put Option is received by the Company, by an investment banking firm mutually agreeable to the Warrantholder and the calculation Company and experienced in evaluating companies engaged in the line of business which the total Debt, cash on hand resulting therefrom and the Purchase Price Company is then engaged. The determination of any such investment banking firm hereunder shall be final and binding upon the parties hereto for purposes of this AgreementCompany and the Warrantholder. The fees and disbursements of the Selected Firm any such investment banking firm shall be paid one-half by Buyer the Warrantholder and Seller as one-half by the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03Company. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Buyer shall deliver to Seller an amount equal to the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such payment, in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller prior to the due date thereof. (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Seller shall reimburse to Buyer an amount equal to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereof.

Purchase Price. (a) As In consideration for of the Shares sale, assignment, transfer and conveyance to the covenants Depositor of the Aggregate Receivables and agreements of Seller related Transferred Assets, on the terms and subject to the conditions set forth hereinin this Agreement, Buyer shall the Depositor shall, on each Sale Date, pay and deliver to Seller at the Closing Ditech, in immediately available funds to be delivered on the related Sale Date, or otherwise promptly following such Sale Date if so agreed by wire transfer (to Ditech, as receivables seller, and the Depositor, a bank account designated at least three business days prior to the Closing Date in writing by Seller) an amount purchase price (the "“Purchase Price"”) equal to Five Hundred Seventy Three Million Dollars ($573,000,000) less the sum of: (i) in the case of one Receivable sold, assigned, transferred and conveyed on such Sale Date, the fair market value of such Receivable on such Sale Date or (ii) in the case more than one Receivable is sold, assigned, transferred and conveyed on such Sale Date, the aggregate of the fair market values of such Receivables on such Sale Date, payable in cash to the extent of funds available to the Depositor. To the extent that the Purchase Price of the Additional Receivables is greater than the cash portion of the Purchase Price, then the Depositor shall (i) first, pay such portion of the Purchase Price in the form of a borrowing under the Subordinated Note in the form attached hereto as Exhibit A; provided however, that the Depositor may not make any borrowing under the Subordinated Note unless at the time of (Aand immediately after) all Debt each borrowing thereunder, both before and other amounts outstanding under after the Existing Orion Credit Facility on December 31sale transaction (1) the Depositor’s total assets exceed its total liabilities, 1996, net of (2) the Depositor’s cash on hand is sufficient to satisfy all of the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility on the Closing Date, net of cash on hand of the Entertainment Companies on the Closing Date; plus (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but not including, the Closing Date; plus (iii) the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt of the Entertainment Companies its current obligations (other than Debt outstanding its obligations under the Existing Orion Credit Facility on Subordinated Note and the Closing Dateobligation to pay the Purchase Price), (3) outstanding on the Closing Date; plus Depositor is adequately capitalized at a commercially reasonable level and (iv4) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, Depositor has determined that its financial capacity to meet its financial commitment under the Closing Date. (b) Not later than three Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement (the "Preliminary Statement") containing (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon as of the Closing Date and other amounts that then will be payable with respect thereto, Subordinated Note is adequate and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessarysecond, to give pro forma effect the extent the Depositor cannot make a borrowing under the Subordinated Note, accept a contribution to distribution its capital from Ditech in an amount equal to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination of the Purchase Price shall be made (the "Preliminary Purchase Price"), which Preliminary Purchase Price shall be subject to adjustment as provided in Sections 2.03(d) and (e). (c) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and remaining unpaid interest thereon, and other amounts payable with respect thereto, as of the Closing Date (assuming that such Debt was repaid in full on that date), (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation portion of the Purchase Price. The Final Statement Ditech is hereby authorized by the Depositor to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the calculation date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of the Purchase Price Depositor thereunder. Ditech shall be binding upon the parties to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days after record in its receipt of the Final Statement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records all increases in and payments in reduction of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the outstanding principal amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Buyer shall deliver to Seller an amount equal to the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such payment, in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller prior to the due date thereofSubordinated Note. (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Seller shall reimburse to Buyer an amount equal to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereof.

Purchase Price. 1. Upon the purchase of a Receivable (always subject to overriding stipulations set out in the relevant schedule for the purchase of receivables from specific countries, as set out in the schedules), the Factor owes the Company a purchase price in the amount equivalent to the payment claim shown in the commercial invoice to the Debtor concerned (“Purchase Price”). To be deducted from the Purchase Price are: (a) As consideration for the Shares and the covenants and agreements of Seller set forth hereinfactoring charges agreed on separately, Buyer shall deliver to Seller at the Closing in immediately available funds to be delivered by wire transfer (to a bank account designated at least three business days prior to the Closing Date in writing by Seller) an amount (the "Purchase Price") equal to Five Hundred Seventy Three Million Dollars ($573,000,000) less the sum of: (i) the greater of (A) all Debt and other amounts outstanding under the Existing Orion Credit Facility on December 31, 1996, net of cash on hand of the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility on the Closing Date, net of cash on hand of the Entertainment Companies on the Closing Date; plus (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but not including, the Closing Date; plus (iii) the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, the Closing Date. (b) Not later than three Business Days prior interest agreed on separately for the actual term of the Receivable (receipt of payment by the Factor or beginning of the Factor’s del credere liability), (c) risk surcharge if the Debtor creditworthiness is rated with increased risk (Grade 6 or higher by Euler Hermes / DRA 5 or lower by Coface) on the last working day of the month, which is to be calculated based on the limit approved for the Debtor (regardless of utilization of the limit), (d) any discounts, bonuses or other deductions which may be demanded by the Debtor, (e) general bank charges, account, transaction (incl. S▇▇▇▇) and conversion costs according to the Closing currency of the invoice, (f) any fees for additional services provided by the Factor (e.g. legal fees, incorrect invoice submission, payment handling of incoming payments without or with incorrect reference) as per the Factor’s actual price list, and (g) any further charges according to Annex 1. 2. Also to be deducted from the Purchase Price are the further taxes and other duties to be retained or paid by the Debtor on the basis of legal regulations, especially tax law. In case of del credere, the purchase price shall be reduced by the sales tax refund claim which the Company has in the event of a bad debt. 3. From and after the Effective Date, Seller shall prepare and deliver to Buyer a statement Factor will review the then current interest rate(s) in effect Receivables in EUR 3-months EURIBOR (the "Preliminary Statement"“EURIBOR”) containing Receivables in USD 30-day Average Secured Overnight Financing Rate + 30-day Fallback Spread (i“USD SOFR”) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon Receivables in GBP 1-month Compounded Sterling Overnight Index Average + 1-month Fallback Spread (“GBP S▇▇▇▇”) Receivables in CHF Swiss Average Rate Overnight (“CHF SARON”) as of the Closing Date and other amounts that then will be payable with respect thereto, and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as first banking day in Germany of the Closing Date (adjustedthird month of each calendar quarter. In the event of a change in the relevant rate, if necessarythe Company agrees that the Factor is entitled to adjust the interest rate, to give pro forma effect to distribution to Seller which, however, shall not fall below the interest rate set forth on Annex 1. The adjustment shall be effective from the first day of all capital stock the following calendar quarter. In the event that relevant rate is unavailable during the initial or any renewal term of Landmark this Agreement, the Parties shall designate a comparable widely recognized reference interest rate. No failure or delay on the Closing Date). Based upon the Preliminary Statement, a preliminary determination part of the Factor in exercising its right to adjust the interest rate shall operate as a waiver thereof or shall in any way impact the Factor’s right to future adjustments. 4. The Purchase Price shall be made credited to the respective clearing account (cf. § 9) in the "Preliminary Purchase Price")respective currency of the invoice, unless otherwise agreed between the Parties. In the event the Receivable has been booked in a foreign currency, the foreign exchange risk shall be borne by the Company. 5. The Factor shall make payments in respect of the credit entry in § 13 no. 1 in the gross invoice amount, minus the Security Retention, the factoring charges, the bank costs, and any discounts and bonuses granted by the Company, as well as any other agreed costs or fees. Notwithstanding all other contractual or statutory rights of the Factor, payments are subject to: (a) that the Company informed the Debtor in writing of the assignment of these Receivables to the Factor as per the form requested by the Factor, and the Debtor agrees in writing to the assignment and undertakes to make payment to the Factor and the invoice includes the assignment clause mentioned in § 18 no. 2, (b) delivery of the goods or performance of the services to the Debtor is evidenced by (export) documents, (c) verification of the existence of the Receivables with the Debtor, (d) the delivery of the cheque to the Factor in case the Company receives a cheque from the Debtor upon delivery of the goods, (e) existence of del credere protection according to § 7 of this Agreement for the Receivable, (f) provision of security(-ies) agreed on by the Company, (g) percentage of Receivable for one Debtor does not exceed 30% of the open items in the clearing account. In case the aforementioned conditions are not fulfilled, the Factor may decide at its own discretion on the payment. 6. The Factor shall release the Security Retention as of the earlier of the following dates: (a) Settlement of the Receivable purchased, or (b) Event of del credere pursuant to § 7. 7. All payments shall be debited from the clearing account. The amounts on the clearing account which Preliminary are used shall bear interest at a rate agreed on separately. 8. The Purchase Price shall not be subject due if the Debtor raises objections against the claim due to adjustment as provided in Sections 2.03(ddefects (including legal defects) and or raises other objections or defences (e). (c) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect thereto, as § 8 of the Closing Date (assuming that such Debt was repaid Agreement) or the Company did not inform, or not in full on that date), (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of time or only provided incomplete information to the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on Factor about circumstances which justify objections. Payments already made by the Closing Date), and (iii) a calculation of the Purchase Price. The Final Statement and the calculation of Factor towards the Purchase Price shall may be binding upon the parties to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days after its receipt of the Final Statement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreementreclaimed. The fees and disbursements of Factor shall not be obliged to refund the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03factoring charges. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Buyer shall deliver to Seller an amount equal to the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such payment, in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller prior to the due date thereof. (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Seller shall reimburse to Buyer an amount equal to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereof.

Purchase Price. (a) As consideration for the Shares and the covenants and agreements of Seller The Purchase Price set forth herein, Buyer in Exhibit A shall deliver be valid for Purchase Term. The parties agree to Seller at the Closing in immediately available funds meet from time to be delivered by wire transfer (to a bank account designated at least three business days prior to the Closing Date in writing by Seller) an amount (the "Purchase Price") equal to Five Hundred Seventy Three Million Dollars ($573,000,000) less the sum of: (i) the greater of (A) all Debt and other amounts outstanding under the Existing Orion Credit Facility on December 31, 1996, net of cash on hand of the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility on the Closing Date, net of cash on hand of the Entertainment Companies on the Closing Date; plus (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued totime, but not including, the Closing Date; plus less than every six (iii6) the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, the Closing Date. (b) Not later than three Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement (the "Preliminary Statement") containing (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon as of the Closing Date and other amounts that then will be payable with respect thereto, and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessarymonths, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination of review the Purchase Price as it relates, to market conditions. At that time the parties, if market conditions so require, shall be made (negotiate in good faith an adjustment to the "Preliminary Purchase Price"). If at any time during the Purchase Term, which Preliminary the price for any of the Products generally charged to other clients of Lannett is lower than the then current Purchase Price, then Lannett shall immediately make available this lower price to ________ and adjust the Purchase Price in Exhibit A, including the price for purchases for which a purchase order has already been issued by ________ in accordance with Section 2.3 hereof. If at any time during the Purchase Term, Lannett increases the price generally charged to other clients and ________ for any of the Products and such price is higher than the then current Purchase Price, then Lannett shall be subject promptly notify _______ of such increase. If _______ does not accept such increase, then the parties shall negotiate in good faith for up to adjustment as provided in Sections 2.03(d) and (e). (c) Within thirty (30) days after from the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect thereto, as of the Closing Date (assuming that such Debt was repaid in full on that date), (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessarydate ________ gives notice, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) arrive at a calculation of the mutually acceptable Purchase Price. The Final Statement and the calculation of the Purchase Price shall be binding upon the parties to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within If, during such thirty (30) days after its receipt of day period the Final Statement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller parties agree on a mutually agree upon the Final Statement and the calculation of acceptable Purchase Price then Lannett shall adjust the Purchase Price within in Exhibit A. If at the end of such thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon day period the parties have not reached agreement, ________, at its option, may amend Exhibit A to this Agreementexclude such Product and shall cease to have obligations to purchase such Product. If Buyer and Seller are unable From time to resolve any such disagreement within such period, time the disagreement shall be referred for final determination parties may agree to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and adjust the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm shall be paid through a rebate or other similar mechanism to accommodate promotions or other sales incentive given by Buyer and Seller as the Selected Firm shall determine based upon __________ to its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03clients. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Buyer shall deliver to Seller an amount equal to the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such payment, in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller prior to the due date thereof. (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Seller shall reimburse to Buyer an amount equal to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereof.

Purchase Price. (a) As consideration for On the Shares Closing Date, Buyer agrees to pay to each Seller and the covenants and agreements Optionholder, by bank or wire transfer of Seller set forth herein, Buyer shall deliver to Seller at the Closing in immediately available funds funds, to be delivered the accounts designated in writing by wire transfer such Seller and the Optionholder, such Seller’s and such Optionholder’s Allocable Portion, rounded down to the nearest whole cent, of an aggregate amount in cash equal to (to a bank account designated at least three business days i) $60,000,000 (the “Initial Proceeds”), plus (ii) the Forgiven Debt if the amount of the Forgiven Debt is determined prior to the Closing, minus (iii) the gross amount of cash payments required to be made at Closing Date from the Change in Control Bonus Plan (including the Indemnifying Bonus Plan Participants’ portion of Forgiven Debt if the amount of the Forgiven Debt is determined prior to the Closing), as provided in Schedule A (such amount resulting after the additions and deductions to the Initial Proceeds referred to herein, the “Closing Cash Payment”). (b) On the Closing Date, Buyer agrees to issue to each Seller and the Optionholder each such Seller’s and the Optionholder’s Allocable Portion of the Stock Consideration, minus that number of shares of Buyer Common Stock to be issued to the Indemnifying Bonus Plan Participants under the Change in Control Bonus Plan immediately after Closing, as provided in Schedule A, in each case by making a book entry for each Seller and the Optionholder registering in the name of such Seller or Optionholder that number of shares of Buyer Common Stock with Buyer’s transfer agent, American Stock Transfer & Trust Company, LLC (the “Closing Stock Payment”); provided that all payments under this Agreement to be made in the form of Buyer Common Stock shall be made only in whole shares of Buyer Common Stock, and any fractional share shall be rounded down to the nearest whole share. (c) Subject to adjustments as set forth in Section 10.06(d) below, Buyer agrees to pay to each Seller and the Optionholder, by bank or wire transfer of immediately available funds, to the accounts designated in writing by such Seller and the Optionholder, such Seller’s and the Optionholder’s Allocable Portion, rounded down to the nearest whole cent, of an aggregate amount in cash equal to $20,000,000 minus the gross amount of Individual Post-Closing Bonuses (as defined in the Change in Control Bonus Plan) an amount required to be made under the Change in Control Bonus Plan to the Indemnifying Bonus Plan Participants (the "Purchase Price") “Deferred Proceeds”), as provided in Schedule A, which Deferred Proceeds are due and payable, subject -11- to the provisions of Article X, to each Seller and the Optionholder in three equal to Five Hundred Seventy Three Million Dollars ($573,000,000) less the sum ofinstallments as follows: (i) the greater first installment on the first anniversary of the Closing Date; (Aii) all Debt the second installment on the second anniversary of the Closing Date; and other amounts outstanding (iii) the third installment on third anniversary of the Closing Date. Simple interest shall accrue on the unpaid Deferred Proceeds from the Closing Date until the Deferred Proceeds are paid in full at a rate of 5% per annum and will be computed on the basis of a 365 day year, counting the actual number of days elapsed. Each Seller’s and the Optionholder’s portion of the accrued interest on the Deferred Proceeds shall be due and payable to such Person on each date that an installment is due hereunder or under the Existing Orion Credit Facility Change in Control Bonus Plan, as applicable. If any payment of principal plus interest is due on December 31a day that is not a Business Day, 1996, net of cash such payment shall be due on hand the next succeeding Business Day. The obligation to pay each of the Entertainment Companies on December 31, 1996, or Sellers and the Optionholder the Deferred Proceeds shall be evidenced by promissory notes in the form of Exhibit A (B) all Debt the “Promissory Notes”). The amount of Deferred Proceeds and other the amounts outstanding owed under the Existing Orion Credit Facility Promissory Notes shall be reduced in order to reflect any payments under Article X. Notwithstanding the amounts set forth in the Promissory Notes as calculated on the Closing Date, net if amounts contemplated to be paid under the Change in Control Bonus Plan to Indemnifying Bonus Plan Participants at the time of cash on hand making any payment of Deferred Proceeds is reduced because any such participant is no longer entitled to receive such payment under the Entertainment Companies Change in Control Bonus Plan, such amounts shall be reallocated as Deferred Proceeds and paid to the Sellers and the Optionholder (together with interest at the rate of 5% from the date of Closing, computed on the Closing Date; plus (iibasis of a 365 day year, counting the actual number of days elapsed) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but not including, the Closing Date; plus (iii) the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, the Closing Date. (b) Not later than three Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement (the "Preliminary Statement") containing (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon as of the Closing Date and other amounts that then will be payable in accordance with respect thereto, and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination of the Purchase Price shall be made (the "Preliminary Purchase Price"), which Preliminary Purchase Price shall be subject to adjustment as provided in Sections 2.03(d) and (e). (c) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect thereto, as of the Closing Date (assuming that such Debt was repaid in full on that date), (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation of the Purchase Price. The Final Statement and the calculation of the Purchase Price shall be binding upon the parties to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days after its receipt of the Final Statement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03their respective Allocable Portion. (d) If the Preliminary Purchase Price is less than the Purchase Price (At such difference being referred to herein time as the "Unpaid Balance"Company receives written notice from the Iowa Department of Economic Development or another authorized Governmental Entity that any principal and/or interest outstanding with respect to any debt owed by the Company as of the date of this Agreement has been forgiven or is not otherwise required to be repaid (the “Forgiven Debt”), thenthe Buyer agrees to pay to each Seller, the Optionholder and the Indemnifying Bonus Plan Participants (provided, in addition the case of the Indemnifying Bonus Plan Participants, such payments are made, if at all, on or before the fifth (5th) anniversary of the Closing), by bank or wire transfer of immediately available funds, to the accounts designated in writing by such Persons, a pro rata amount payable of such Forgiven Debt (calculated based on the amounts received previously by each such Person (valuing Buyer Common Stock at the Buyer Stock Value)), rounded down to Seller the nearest whole cent. Any amounts due under this Section 2.01(a2.02(d) of this Agreement, shall be made within five (5) Business Days after the final determination of the Final Statement and date that Buyer is notified of the Purchase Price, Forgiven Debt. In the event that the Company or the Sellers notify the Buyer shall deliver to Seller an amount equal to of the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such payment, in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller Forgiven Debt prior to the due date thereofClosing, the payments required by this Section 2.02(d) shall be deferred until and subject to the occurrence of the Closing, and shall occur on the Closing. (e) If Each Seller acknowledges that the Preliminary Purchase Price is greater than Change in Control Bonus Plan will reduce the Purchase Price total consideration to be paid to Sellers by up to $6,130,755.61 (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after plus the final determination portion of the Final Statement Forgiven Debt paid to the Indemnifying Bonus Plan Participants, if any). Each Seller waives any right of first offer or right of first refusal it may have with respect to the other Sellers’ Transferred Interests. Each Seller acknowledges that his or its Allocable Portion does not represent his or its respective percentage ownership of the Company and such Seller will therefore not receive a pro rata distribution of the Purchase Price. Such Seller hereby irrevocably releases the Company, Buyer and their respective Affiliates, agents, attorneys or representatives from any and all claims, liability or causes of action that such Seller shall reimburse (or, as applicable, its partners, members, stockholders, affiliates, heirs and successors) may have against the Company, Buyer and their respective Affiliates, officers, directors, stockholders, members, managers, agents, attorneys and representatives and the Change in Control Bonus Plan Participants related to Buyer an amount equal to such non-pro rata distribution of the Overpayment, together with interest thereon at the Reference Rate in effect Purchase Price. (f) The Securityholder Representative may from time to time from before or after the Closing Date until the date deliver revised versions of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior Schedule A to the due date thereofBuyer to reflect changes in amounts to be paid to Sellers and the Optionholder as a result of reductions in amounts that may be paid to Change in Control Bonus Plan Participants in the event that any such participants are no longer entitled to receive any payments under the Change in Control Bonus Plan.

Purchase Price. (a) As In consideration for of the Shares and -------------- transfer to Purchaser of the covenants and agreements of Seller set forth hereinAssets, Buyer Purchaser shall deliver pay to Seller at as the Closing in immediately available funds to be delivered by wire transfer (to a bank account designated at least three business days prior to purchase price the Closing Date in writing by Seller) an amount sum of $170,000,000 (the "Purchase Price") equal ), payable to Five Hundred Seventy Three Million Dollars ($573,000,000) less Seller at the sum of: (i) the greater Closing by wire transfer of (A) all Debt immediately available funds to an account designated by Seller. Purchaser and other amounts outstanding under the Existing Orion Credit Facility on December 31, 1996, net of cash on hand Seller shall use commercially reasonable efforts to agree upon an allocation of the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under Purchase Price among the Existing Orion Credit Facility on Assets prior to the Closing Date, net of cash on hand of the Entertainment Companies on the Closing Date; plus (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but not including, the Closing Date; plus (iii) the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, the Closing DateClosing. (b) Not In addition to the payment of the Purchase Price, Purchaser shall pay to Seller as additional consideration the sum of $5,000,000 (the "Additional Purchase Price") if, no later than three Business Days prior 30 months after the Closing, MCI has reconfigured Dedicated Capacity set forth in Attachment 2 to Part V of Exhibit A (Flex Capacity-MCI) to at least 80% of the city pairs (i.e., at least 57 of the 71 city pairs) identified on Exhibit F (the "Telco Flex Capacity"). In determining whether a reconfiguration counts in meeting the 80% test, the full DS-3 requirement on Exhibit F for that city pair must be met (e.g., in the case of Washington-Baltimore 2DS-3s and in the case of Washington-Charleston 1 DS-3) but any existing Dedicated Capacity set forth in such Attachment 2 will be deemed as reconfigured (e.g., in the case of New York-Philadelphia the 3 DS-3s required would include those currently provided). The Additional Purchase Price will be payable on the date 30 months following the Closing Date by wire transfer of immediately available funds to an account designated by Seller. Purchaser and Seller will each use reasonable commercial efforts to cause MCI to agree to the reconfiguration of the required Dedicated Capacity set forth in such Attachment 2 to Telco Flex Capacity by no later than 30 months following the Closing Date, Seller shall prepare and deliver Purchaser will take all action required under the Capacity Agreement, including giving notices to Buyer a statement (MCI and providing any demand forecasts as promptly as possible, to obtain reconfiguration to the "Preliminary Statement") containing (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon as of the Closing Date and other amounts that then will be payable with respect thereto, and (ii) an estimate of cash that would be reflected Telco Flex Capacity on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination of the Purchase Price shall be made (the "Preliminary Purchase Price"), which Preliminary Purchase Price shall be subject to adjustment as provided in Sections 2.03(d) and (e)timely basis. (c) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect thereto, as of the Closing Date (assuming that such Debt was repaid in full on that date), (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation of the Purchase Price. The Final Statement and the calculation of the Purchase Price shall be binding upon the parties to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days after its receipt of the Final Statement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Buyer shall deliver to Seller an amount equal to the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such payment, in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller prior to the due date thereof. (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Seller shall reimburse to Buyer an amount equal to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereof.

Purchase Price. (a) As Upon the terms and subject to the conditions contained herein, at the Closing, in consideration for the Shares and transfer of the covenants and agreements Assets pursuant to Section 2.1 of this Agreement, Acquiror shall pay the Purchase Price (as defined herein) by depositing in an account or accounts designated by Seller (the "Seller's Account"): (i) the sum of Three Million Eight Hundred Eighty Three Thousand Nine Hundred Thirty One Dollars ($3,883,931), plus the Estimated Closing Net Working Capital as set forth herein, Buyer shall deliver in the calculation accompanying the Forecasted August 31st Balance Sheet pursuant to Seller at the Closing in immediately available funds to be delivered by wire transfer (to a bank account designated at least three business days prior to the Closing Date in writing by Seller) an amount Section 2.5 (the "Purchase Price") equal to Five Hundred Seventy Three Million Dollars ), and less ($573,000,000) less the sum of: (iii) the greater of (A) all Debt and other amounts outstanding under Holdback Amount. The amount to be deposited in the Existing Orion Credit Facility on December 31, 1996, net of cash on hand of the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility Seller's Account on the Closing Date, net Date shall be paid in cash by wire transfer of cash on hand of immediately available funds to the Entertainment Companies on the Closing Date; plus (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but not including, the Closing Date; plus (iii) the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, the Closing DateSeller's Account. (b) Not later than three Business Days Seller and Acquiror agree that as soon as reasonably practical after the Closing, and prior to the Closing Datefiling of any Tax Return which includes information related to the transactions contemplated by this Agreement, Seller the Purchase Price and the Assumed Liabilities shall prepare and deliver to Buyer a statement be allocated among the Assets in accordance with an allocation schedule (the "Preliminary StatementPurchase Price Allocation Schedule") containing (i) proposed by Acquiror and reasonably acceptable to Seller, which shall be prepared in a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon as manner required by Section 1060 of the Closing Date Code and other amounts that then will be payable with respect thereto, applicable law and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution delivered by Acquiror to Seller of all capital stock of Landmark on no later than forty-five (45) days after the Closing Date)Closing. Based upon In connection with the Preliminary StatementPurchase Price Allocation Schedule, a preliminary determination Seller and Acquiror shall discuss the allocation of the Purchase Price shall be made (the "Preliminary Purchase Price"), which Preliminary Purchase Price shall be subject and attempt in good faith to adjustment as provided in Sections 2.03(d) and (e). (c) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other amounts payable reach agreement with respect thereto, as of the Closing Date (assuming that such Debt was repaid in full on that date), (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion . Seller and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), Acquiror shall prepare mutually acceptable and (iii) a calculation of the Purchase Price. The Final Statement substantially identical initial and the calculation of supplemental IRS Forms 8594 "Asset Acquisition Statements Under Section 1060" consistent with the Purchase Price shall be binding Allocation Schedule (giving effect to mutually agreed-upon adjustments to the parties to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days after its receipt of the Final Statement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of allocation set forth on the Purchase Price within thirty (30) days after Seller's receipt Allocation Schedule as a result of such notice from Buyer, such agreement shall be binding upon the parties any required adjustments to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon or payment of any Earnout Payment pursuant to Article II which the parties hereto for purposes of shall use to report the transactions contemplated by this Agreement. The fees and disbursements of the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access Agreement to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03applicable Taxing authorities. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Buyer shall deliver to Seller an amount equal to the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such payment, in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller prior to the due date thereof. (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Seller shall reimburse to Buyer an amount equal to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereof.

Purchase Price. (ai) As consideration for the Shares and the covenants and agreements of Seller set forth herein, Buyer shall deliver to Seller at the Closing in immediately available funds to be delivered by wire transfer (to a bank account designated at least three business days prior to the Closing Date in writing by Seller) an amount The purchase price (the "Purchase Price") equal for the Transferred Rights payable by Buyer to Seller shall be Ten Million Five Hundred Seventy Three Million Thirty-Six Thousand U.S. Dollars ($573,000,000) less 10,536,000). Prior to Closing, Buyer shall deposit with the sum of: (i) Escrow Agent sufficient funds to cover the greater of (A) all Debt Purchase Price and other amounts outstanding under the Existing Orion Credit Facility on December 31, 1996, net of cash on hand 50% of the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility on the Closing Date, net of cash on hand agreed fees of the Entertainment Companies on Escrow Agent in accordance with the Closing Date; plus (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but not including, the Closing Date; plus (iii) the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt terms of the Entertainment Companies (other than Debt outstanding under Escrow Agreement, and Buyer agrees to cause Escrow Agent to pay the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, the Closing Date. (b) Not later than three Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement (the "Preliminary Statement") containing (i) a schedule of total Debt anticipated to be outstanding Purchase Price due hereunder by wire transfer on the Closing Date and to Seller's Account. (ii) The Purchase Price is based on an estimate assumed closing date of unpaid interest to be accrued thereon as of May 31, 2017 (the "Economic Closing Date"). If the Closing Date and other amounts that then will be payable with respect thereto, and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of occurs after the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Economic Closing Date). Based upon the Preliminary Statement, a preliminary determination of the Purchase Price shall be made adjusted by: (a) subtracting any payments actually received by Seller from Lessee for Basic Rent accruing for periods after the Economic Closing Date; and (b) adding an amount to cover Seller's carrying cost for the period between the Economic Closing Date and the actual Closing Date (the "Preliminary Purchase PriceInterim Period"), which Preliminary calculated on a daily basis (based on a 365 day year) equal to the product of (i) an annual six percent interest rate and (ii) the Purchase Price shall be subject to adjustment as provided adjusted by any payments of Basic Rent actually received by Seller from Lessee in Sections 2.03(daccordance with clause (a) and (e)above. (ciii) Within thirty [Reserved] (30iv) days after Seller acknowledges receipt by the Closing Date, Buyer shall prepare and deliver to Seller Escrow Agent of a statement deposit (the "Final StatementDeposit") containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect thereto, as of the Closing Date (assuming that such Debt was repaid from Buyer in full on that date), (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation of the Purchase Price. The Final Statement and the calculation of the Purchase Price shall be binding upon the parties to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days after its receipt of the Final Statement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of US$500,000. Upon execution of this Agreement, within five (5) Business Days after the final determination Deposit shall be non-refundable, except if Buyer has complied with all of the Final Statement conditions precedent required of Buyer under this Agreement and the Purchase PriceAssignment Agreement and either (i) the conditions precedent to Buyer's obligations are not satisfied on or before June 30, Buyer shall 2017 or (ii) Seller is unable to deliver to Seller an amount equal the Transferred Rights to the Unpaid BalanceBuyer in compliance with all of the terms and conditions of this Agreement on or before June 30, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such payment, in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller prior to the due date thereof2017. (ev) If Buyer hereby acknowledges that any (i) claims of Owner Trustee or Seller against Lessee or Parent for Lessee obligations under the Preliminary Purchase Price is greater than Lease or any other Operative Agreement accruing prior to Lessee's filing for bankruptcy reorganization under the Purchase Price Chapter 11 Case (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after including Lease deficiency claims resulting from Lessee's bankruptcy and reorganization and any unsecured claims approved by the final determination of the Final Statement and the Purchase Price, Seller shall reimburse to Buyer an amount equal Bankruptcy Court pursuant to the Overpayment, together with interest thereon at Assumption Order) (the Reference Rate "Bankruptcy Claims") and (ii) distributions received by Owner Trustee or Seller in effect from time to time from respect of their respective Bankruptcy Claims are not included in the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereofTransferred Rights.

Purchase Price. (a) As consideration for the Shares and the covenants and agreements of Seller set forth herein, Buyer shall deliver to Seller at the Closing in immediately available funds to be delivered by wire transfer (to a bank account designated at least three business days prior to the Closing Date in writing by Seller) an amount The purchase price (the "Purchase Price") equal to Five Hundred Seventy Three Million Dollars for Property shall be THREE MILLION THREE HUNDRED SIXTY THREE THOUSAND EIGHT HUNDRED FIFTY FOUR AND NO/100 DOLLARS ($573,000,0003,363,854.00) less the sum of: subject to adjustments and prorations as provided herein. The Purchase Price shall be paid in federal funds by Purchaser to Seller at Closing (ias defined in Paragraph 10 below) the greater of by wire transfer to Escrow Agent (A) all Debt as defined in Paragraph 3 below), and other amounts outstanding under the Existing Orion Credit Facility on December 31, 1996, net of cash on hand of the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility on the Closing Dateshall occur pursuant to the terms of this Agreement and a customary deed and money escrow agreement (the "Deed and Money Escrow Agreement") to be entered into among Seller, net of cash on hand of the Entertainment Companies on the Closing Date; plus (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but not including, the Closing Date; plus (iii) the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, the Closing DatePurchaser and Escrow Agent. (b) Not later than three Business Days Seller and Purchaser acknowledge and agree that the Purchase Price was calculated by dividing $289,290 (which is the aggregate amount of Rent (as defined in the Lease) payable by Tenant to Seller, as landlord, under the Lease for the twelve (12) month period commencing on the Lease Commencement Date (as defined in the Lease) under the Lease (the "Lease Rent")), by .086. Pursuant to Section 9.8 of the Lease, the Rent is subject to adjustment based on amount of the Actual Building Hard Costs (as defined in the Lease). If the Rent is adjusted pursuant to Section 9.8 of the Lease, then the Lease Rent would be affected. Seller and Purchaser agree that, in the event that the Rent is adjusted pursuant to Section 9.8 of the Lease, then the Purchase Price shall be adjusted (using the formula set forth above) based upon the adjusted Lease Rent; provided, however, that the Purchase Price shall not be adjusted unless and until the landlord under the Lease and Tenant have executed and entered into an amendment to the Lease, which amendment shall establish the final Rent payable by Tenant to the landlord under the Lease for the entire term (inclusive of any extension terms) thereof. Seller covenants and agrees that it shall send Purchaser copies of STORE NO. 2630 all correspondence between Tenant and Seller concerning any adjustment to the Rent and any Lease amendment. Seller and Purchaser acknowledge that the adjustment, if any, of the Rent under the Lease may not be completed prior to the Closing DateClosing. If such adjustment is completed prior to the Closing, then Seller and Purchaser shall prepare enter into an amendment to this Agreement memorializing the final Purchase Price. If such adjustment is not completed prior to the Closing, then the obligations of Seller and deliver to Buyer a statement (the "Preliminary Statement"Purchaser contained in this Paragraph 2(b) containing (i) a schedule of total Debt anticipated to be outstanding on shall survive the Closing Date without restriction or limitation, and an estimate of unpaid interest to be accrued thereon as Seller and Purchaser shall make final determination of the Closing Date Purchase Price within ten (10) days after final adjustment of all Rent under the Lease or the date upon which Seller, Purchaser and other amounts Tenant determine that then will no adjustment to the Rent shall be payable with respect thereto, and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as made pursuant to Section 9.8 of the Closing Date Lease (adjusted, if necessary, in which event no adjustment to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination of the Purchase Price shall be made (pursuant to this Paragraph 2(b)). Purchaser covenants and agrees that after Closing Purchaser shall sign a Lease amendment adjusting the "Preliminary Purchase Price"), which Preliminary Purchase Price shall be subject to adjustment Rent as provided in Sections 2.03(d) and (e). (c) Within thirty (30) days after required by the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect thereto, as terms of the Closing Date (assuming that such Debt was repaid in full on that date), (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion Lease and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation of the Purchase Pricethis Agreement. The Final Statement and the calculation of If the Purchase Price shall be binding upon paid by Purchaser to Seller at Closing exceeds the parties to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days after its receipt of the Final Statementfinal, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the adjusted Purchase Price as determined in accordance with this Paragraph 2(b), then, within thirty three (303) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final Purchaser's determination of the Final Statement and the Purchase Pricefinal, Buyer shall deliver to Seller an amount equal to the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such payment, in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller prior to the due date thereof. (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after the final determination of the Final Statement and the adjusted Purchase Price, Seller shall reimburse pay such excess to Buyer an amount equal Purchaser. If the Purchase Price paid by Purchaser to Seller at Closing is less than the Overpaymentfinal, together adjusted Purchase Price as determined in accordance with interest thereon at this Paragraph 2(b), then, within three (3) days after Seller's and Purchaser's determination of the Reference Rate in effect from time final, adjusted Purchase Price, Purchaser shall pay such deficiency to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereofSeller.

Purchase Price. (a) As consideration for On or before the Shares and Closing Date, Purchaser shall pay the covenants and agreements of Seller set forth herein, Buyer shall deliver following purchase price to Seller at the Closing in immediately available funds to be delivered by wire transfer (to a bank account designated at least three business days prior with respect to the Closing Date in writing purchase by Seller) an amount Purchaser of the Interests or the Premises, as applicable (the "“Purchase Price") ”): An amount, determined as of the Option Exercise Date, equal to Five Hundred Seventy Three Million Dollars ($573,000,000) less the sum of: (i) the greater quotient obtained by dividing (a) the projected annual net operating income from the facility for the twelve (12) month period following the Option Exercise Date by (b) a capitalization rate of eight percent (A) all Debt and other amounts outstanding under the Existing Orion Credit Facility 8.0%); increased on December 31, 1996, net of cash on hand of the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility on the Closing Date, net of cash on hand of the Entertainment Companies on the Closing Date; plus a dollar-for-dollar basis by (ii) unpaid interest the positive net working capital of Jacksonville VA as determined by GAAP on Debt under the Existing Orion Credit Facility accrued to, but not including, Option Exercise Date (or decreased on a dollar-for-dollar basis by the Closing negative net working capital of Jacksonville VA as determined by GAAP on the Option Exercise Date); plus less (iii) the greater of any indebtedness (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt exclusive of the Entertainment Companies (other than Debt outstanding under debt associated with any federal new market tax credits that may be issued in connection with the Existing Orion Credit Facility on development of the Closing DatePremises and further excluding any interest bearing liabilities included in the calculation of net working capital in Section 2(A)(ii) outstanding on above) encumbering the Closing Date; plus (iv) unpaid interest on such Debt (other than Premises or the Existing Orion Credit Facility) accrued toInterests, but not includingas applicable, the Closing Datewhen acquired, including long-term debt obligations and funded debt. (b) Not later than three Business Days prior to Purchaser shall pay the Closing Date, Seller shall prepare and deliver to Buyer a statement (the "Preliminary Statement") containing (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon as of the Closing Date and other amounts that then will be payable with respect thereto, and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution Purchase Price to Seller in the form of all capital stock operating partnership units (“OP Units”) of Landmark on the Closing Date). Based upon the Preliminary StatementPurchaser; provided, a preliminary determination however, that Seller may require that up to twenty-five percent (25%) of the Purchase Price shall be made (the "Preliminary Purchase Price"), which Preliminary Purchase Price shall be subject to adjustment as provided in Sections 2.03(d) and (e). (c) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver paid to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect thereto, as of the Closing Date (assuming that such Debt was repaid in full on that date), (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation of the Purchase Price. The Final Statement and the calculation of the Purchase Price shall be binding upon the parties to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days after its receipt of the Final Statement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Buyer shall deliver to Seller an amount equal to the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such payment, in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller prior to the due date thereof. (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after the final determination of immediately available federal funds. The value of the Final Statement and OP Units will be determined based upon the Purchase Pricevolume weighted average price of USFPT’s common stock on the New York Stock Exchange, Seller shall reimburse to Buyer an amount equal to the Overpayment, together with interest thereon or such other exchange upon which USFPT’s common stock may be traded at the Reference Rate in effect from time time, for the twenty (20) trading days immediately preceding (but excluding) the Option Exercise Date, which shall be multiplied by the then effective conversion ratio for converting OP Units into common shares of USFPT to time from determine the Closing Date until the date number of such reimbursement, in cash in immediately available funds by wire transfer OP Units to a bank account designated in writing by Buyer prior be paid to the due date thereofSeller hereunder.

Purchase Price. (a) As consideration for The purchase price (the Shares and “Purchase Price”) to be paid by Buyer to Sellers shall be equal to: (i) $700,000,000.00 in cash (the covenants and agreements of Seller set forth herein“Base Purchase Price”); (ii) plus the amount, Buyer shall deliver to Seller at if any, by which the Closing Date Working Capital exceeds the Target Working Capital; (iii) minus the amount, if any, by which the Target Working Capital exceeds the Closing Date Working Capital; (iv) minus an amount equal to the amount necessary to discharge in immediately available funds full the Indebtedness as of the Closing Date (the “Closing Date Debt”); (v) minus an amount equal to be delivered by wire transfer (the Transaction Expenses, to a bank account designated at least three business days the extent not paid prior to the Closing or included in Closing Date in writing by SellerWorking Capital (the “Closing Date Transaction Expenses”); and (vi) plus an amount equal to the Cash and Cash Equivalents as of the close of business on the Business Day immediately preceding the Closing Date (the "Purchase Price") equal to Five Hundred Seventy Three Million Dollars ($573,000,000) less “Closing Date Cash”); provided, however, that no line item included in the sum of: (i) the greater calculation of (A) all Debt and any of Closing Date Working Capital, Closing Date Debt, Closing Date Transaction Expenses or Closing Date Cash shall be duplicative of any other amounts outstanding under the Existing Orion Credit Facility on December 31, 1996, net of cash on hand of the Entertainment Companies on December 31, 1996, or (B) all Debt and line item included in such other amounts outstanding under the Existing Orion Credit Facility on the Closing Date, net of cash on hand of the Entertainment Companies on the Closing Date; plus (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but not including, the Closing Date; plus (iii) the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, the Closing Datecalculations. (b) Not later less than three Business Days prior to the Closing Date, Seller the Stockholder Representative (on behalf of the Sellers) shall prepare and deliver to Buyer a statement (certificate executed on behalf of the "Preliminary Statement") containing Companies by an officer of each Company, setting forth (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an good faith estimate of unpaid interest to be accrued thereon the (A) Working Capital as of the Closing Date and other amounts that then will be payable with respect thereto, and (ii) an estimate close of cash that would be reflected business on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Business Day immediately preceding the Closing Date (adjustedthe “Estimated Closing Date Working Capital”), if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the (B) Closing Date). Based upon the Preliminary Statement, a preliminary determination of the Purchase Price shall be made Date Cash (the "Preliminary Purchase Price"“Estimated Closing Date Cash”), which Preliminary Purchase Price shall be subject to adjustment as provided in Sections 2.03(d(C) Closing Date Debt (the “Estimated Closing Date Debt”), (D) Closing Date Transaction Expenses (the “Estimated Closing Date Transaction Expenses”) and (e). E) amount of each Promissory Note Amount, (cii) Within thirty (30) days after based on such estimates, the calculation of the Closing DatePayment pursuant to Section 3.2(a), Buyer shall prepare and deliver all in reasonable detail prepared in accordance with the Accounting Principles and, with respect to Seller the calculation of the Working Capital, in a statement (manner consistent with the "Final Statement") containing (i) a schedule of total Debt outstanding on illustration set forth in Exhibit D, which sets forth the Closing Date Working Capital as if the Closing occurred on the Balance Sheet Date and accrued (iii) the Consideration Allocation Schedule (which shall be calculated based upon the estimated Closing Payment pursuant to this Section 2.2(b) and unpaid interest thereonSection 3.2(a)). The Sellers and the Companies shall give due consideration to any modifications, and other amounts payable revisions or comments Buyer may have with respect thereto, as of the Closing Date to such estimates and amounts (assuming that such Debt was repaid including any calculations contained therein) set forth in full on that dateclauses (i), (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation in the immediately preceding sentence. Any revisions that the Seller or the Companies make to the estimates and amounts set forth in clauses (i), (ii) and (iii) of the Purchase Price. The Final Statement first sentence of this paragraph shall be delivered to the Buyer on the Business Day immediately prior to the Closing Date, and each of such revised versions shall then be deemed to be the applicable estimates for the calculation of the Purchase Price Closing Payment pursuant to Section 3.2(a). Notwithstanding anything to the contrary in this Agreement or any investigation or examination conducted, or any knowledge possessed or acquired, by or on behalf of Buyer or any of its Affiliates, (x) Buyer shall be binding upon entitled to rely on the parties Consideration Allocation Schedule in making payment or disbursement to any Person (including any Seller) pursuant to this Agreement unless Seller gives written notice and (y) in no event shall Buyer or any of disagreement therewith its Affiliates have any Liability to Buyer within thirty any Person (30including the Stockholder Representative and each Seller) days after its receipt of the Final Statement, specifying in reasonable detail the nature and extent of such disagreement. If for payment or disbursement by any Person (including Buyer and Seller mutually agree upon its Affiliates and representatives) in accordance with the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03Consideration Allocation Schedule. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Buyer shall deliver to Seller an amount equal to the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such payment, in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller prior to the due date thereof. (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Seller shall reimburse to Buyer an amount equal to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereof.

Purchase Price. (a) As consideration for 100.00% B. The obligation of the Shares Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in the immediately following paragraph and the covenants accuracy of the following representations and agreements warranties with respect to each such Subsequent Mortgage Loan determined as of Seller set forth herein, Buyer shall deliver to Seller at the Closing in immediately available funds to be delivered by wire transfer (to a bank account designated at least three business days prior to the Closing Date in writing by Seller) an amount (the "Purchase Price") equal to Five Hundred Seventy Three Million Dollars ($573,000,000) less the sum ofapplicable Subsequent Cut-off Date: (i) the greater of (A) all Debt and other amounts outstanding under the Existing Orion Credit Facility on December 31, 1996, net of cash on hand such Subsequent Mortgage Loan may not be 30 or more days delinquent as of the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility on the Closing Date, net of cash on hand last day of the Entertainment Companies on month preceding the Closing Subsequent Cut-off Date; plus (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but original term to stated maturity of such Subsequent Mortgage Loan will not including, the Closing Datebe less than 120 months and will not exceed 360 months; plus (iii) the such Subsequent Mortgage Loan will not have a loan-to-value ratio greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date100.00%; plus (iv) unpaid interest such Subsequent Mortgage Loans will have, as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of 360 months; (v) such Subsequent Mortgage Loan, if a Fixed Rate Mortgage Loan, shall have a Mortgage Rate that is not less than 5.00% per annum or greater than 14.00% per annum; (vi) such Subsequent Mortgage Loan must have a first payment date occurring on such Debt or before June 1, 2003; (other than vii) if the Existing Orion Credit Facility) accrued to, but not includingSubsequent Mortgage Loan is an Adjustable Rate Mortgage Loan, the Closing Subsequent Mortgage Loan will have a Gross Margin not less than 1.00% per annum; (viii) if the Subsequent Mortgage Loan is an Adjustable Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Maximum Mortgage Rate not less than 11.00% per annum; (ix) if the Subsequent Mortgage Loan is an Adjustable Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Minimum Mortgage Rate not less than 4.00% per annum, (x) the Subsequent Mortgage Loan may not provide for negative amortization; (xi) such Subsequent Mortgage Loan shall have been serviced by the Master Servicer since origination, the date of purchase or the date of acquisition of the servicing and (xii) such Subsequent Mortgage Loan shall have been underwritten in accordance with the criteria set forth under "Option One Mortgage Corporation--Underwriting Standards" in the Prospectus Supplement. C. Following the purchase of any Subsequent Group I Mortgage Loan by the Trust, the Group I Mortgage Loans (including such Subsequent Group I Mortgage Loans) will: (i) have a weighted average original term to stated maturity of not more than 360 months; (ii) have a weighted average Mortgage Rate of not less than 7.74% per annum and not more than 7.82% per annum; (iii) have a weighted average Loan-to-Value Ratio of not more than 80.00%; (iv) have no Mortgage Loan with a Principal Balance which does not conform to Fannie Mae and Freddie Ma▇ ▇▇▇▇e▇▇▇es; (▇) ▇▇▇▇ consist of Mortgage Loans covered by the PMI Policy representing no less than 55.00% by aggregate Principal Balance of the Group I Mortgage Loans; (v) will consist of Mortgage Loans with Prepayment Charges representing no less than 74.00% by aggregate Principal Balance of the Group I Mortgage Loans; and (vi) have no more than 31.50% of Fixed Rate Mortgage Loans by aggregate Principal Balance of the Group I Mortgage Loans. In addition, the Adjustable Rate Group I Mortgage Loans will have a weighted average Gross Margin not less than 4.80% per annum. For purposes of the calculations described in this paragraph, percentages of the Group I Mortgage Loans will be based on the Principal Balance of the Initial Group I Mortgage Loans as of the Cut-off Date and the Principal Balance of the Subsequent Group I Mortgage Loans as of the related Subsequent Cut-off Date. D. Following the purchase of any Subsequent Group II Mortgage Loan by the Trust, the Group II Mortgage Loans (bincluding such Subsequent Group II Mortgage Loans) Not later will: (i) have a weighted average original term to stated maturity of not more than 360 months; (ii) have a weighted average Mortgage Rate of not less than 7.74% per annum and not more than 7.82% per annum; (iii) have a weighted average Loan-to-Value Ratio of not more than 80.00%; (iv) have no Mortgage Loan with a principal balance in excess of $1,000,000; (v) will consist of Mortgage Loans covered by the PMI Policy representing no less than 45.00% by aggregate Principal Balance of the Group II Mortgage Loans; (v) will consist of Mortgage Loans with Prepayment Charges representing no less than 76.00% by aggregate Principal Balance of the Group II Mortgage Loans; and (vi) have no more than 32.00% of Fixed Rate Mortgage Loans by aggregate Principal Balance of the Group II Mortgage Loans. In addition, the Adjustable Rate Group II Mortgage Loans will have a weighted average Gross Margin not less than 4.60% per annum. For purposes of the calculations described in this paragraph, percentages of the Group II Mortgage Loans will be based on the Principal Balance of the Initial Group II Mortgage Loans as of the Cut-off Date and the Principal Balance of the Subsequent Group II Mortgage Loans as of the related Subsequent Cut-off Date. E. Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by (i) the NIMS Insurer or (ii) any Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior to the Subsequent Transfer Date, each Rating Agency shall notify the Trustee as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as Originator, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the Closing Datecharacteristics specified in paragraphs (b), Seller shall prepare (c) and deliver (d) above. SUBSEQUENT TRANSFER INSTRUMENT Pursuant to Buyer a statement this Subsequent Transfer Instrument, dated May 15, 2003 (the "Preliminary StatementInstrument") containing (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon ), between Option One Mortgage Acceptance Corporation as of the Closing Date and other amounts that then will be payable with respect thereto, and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination of the Purchase Price shall be made seller (the "Preliminary Purchase Price"), which Preliminary Purchase Price shall be subject to adjustment as provided in Sections 2.03(d) and (e). (c) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect thereto, as of the Closing Date (assuming that such Debt was repaid in full on that date), (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation of the Purchase Price. The Final Statement and the calculation of the Purchase Price shall be binding upon the parties to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days after its receipt of the Final Statement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected FirmDepositor"), and the resolution of that disagreement and the calculation Wells Fargo Bank Minnesot▇, ▇▇tional Association as trustee of the total DebtOption One Mortgage Loan Trust 2003-3 Asset-Backed Certificates, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm shall be paid by Buyer and Seller Series 2003-3, as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03. purchaser (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid BalanceTrustee"), then, in addition and pursuant to the amount payable to Seller under Section 2.01(a) of this Pooling and Servicing Agreement, within five dated as of April 1, 2003 (5) Business Days after the final determination of the Final Statement "Pooling and the Purchase Price, Buyer shall deliver to Seller an amount equal to the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such payment, in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller prior to the due date thereof. (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "OverpaymentServicing Agreement"), then within five (5) Business Days after among the final determination Depositor as depositor, Option One Mortgage Corporation as master servicer and the Trustee as trustee, the Depositor and the Trustee agree to the sale by the Depositor and the purchase by the Trustee in trust, on behalf of the Final Statement Trust, of the Mortgage Loans listed on the attached Schedule of Mortgage Loans (the "Subsequent Mortgage Loans"). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Pooling and the Purchase Price, Seller shall reimburse to Buyer an amount equal to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereofServicing Agreement.

Purchase Price. (a) As consideration for the Shares and the covenants and agreements of Seller set forth herein, Buyer shall deliver to Seller at the Closing in immediately available funds to be delivered by wire transfer At least five (to a bank account designated at least three business days prior to the Closing Date in writing by Seller5) an amount (the "Purchase Price") equal to Five Hundred Seventy Three Million Dollars ($573,000,000) less the sum of: (i) the greater of (A) all Debt and other amounts outstanding under the Existing Orion Credit Facility on December 31, 1996, net of cash on hand of the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility on the Closing Date, net of cash on hand of the Entertainment Companies on the Closing Date; plus (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but not including, the Closing Date; plus (iii) the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, the Closing Date. (b) Not later than three Business Days prior to the Closing Date, Seller shall the Company will prepare and deliver to Buyer the Purchaser a statement written statement, together with reasonable supporting detail (the "Preliminary “Estimated Closing Statement") containing ”), setting forth the Company’s good faith estimates of (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon as of the Closing Date and other amounts that then will be payable with respect thereto, and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination of the Purchase Price shall be made Cash Amount (the "Preliminary Purchase Price"), which Preliminary Purchase Price shall be subject to adjustment as provided in Sections 2.03(d) and (e). (c) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect thereto, as of the Closing Date (assuming that such Debt was repaid in full on that date“Estimated Cash Amount”), (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date Indebtedness Amount (adjustedthe “Estimated Indebtedness Amount”), if necessary(iii) the Net Working Capital Amount (the “Estimated Net Working Capital Amount”), to give pro forma effect to distribution to Seller of all capital stock of Landmark on (iv) the Closing DateNet Regulatory Capital Amount (the “Estimated Net Regulatory Capital Amount”), (v) the Transaction Expenses Amount (the “Estimated Transaction Expenses Amount”), (vi) the Interim Period Transition Assistance Amount (the “Estimated Interim Period Transition Assistance Amount”), and (iiivii) a the resulting calculation of the Estimated Closing Purchase Price, together with a draft Allocation Schedule reflecting the payments of the Estimated Closing Purchase Price to be paid to each of the Sellers and the Optionholders. The Final Prior to the Closing, the Purchaser and its Representatives will have the opportunity to review the Estimated Closing Statement and the calculation Company will consider in good faith any changes the Purchaser proposes to such estimates and calculations, it being understood that the Purchaser will have no approval rights with respect to the estimates or calculations therein and the Company will determine the final estimates and calculations to be included in the Estimated Closing Statement in its reasonable discretion. The failure by the Purchaser to propose any changes or dispute any aspect of the Purchase Price shall Estimated Closing Statement will not preclude the Purchaser from exercising any other rights under Section 2.2 with respect to any or all aspects of any adjustments hereunder. Prior to the Closing, the Purchaser and its Representatives will be binding upon permitted reasonable access to review the parties Sellers’ and the Group Companies’ books and records and any work papers (subject to this Agreement unless Seller gives written notice delivery of disagreement therewith customary work papers, if requested) related to Buyer within thirty (30) days after its receipt the preparation of the Final Estimated Closing Statement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty . (30b) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for For purposes of this Agreement. The fees and disbursements of , the Selected Firm shall be paid by Buyer and Seller as term “Estimated Closing Purchase Price” means (i) $2,700,000,000 (the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03. (d) If the Preliminary “Base Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"Price”), thenplus (ii) the Estimated Cash Amount, in addition to minus (iii) the amount payable to Seller under Section 2.01(aEstimated Indebtedness Amount, plus (iv) of this Agreementthe amount, within five if any, by which the Estimated Net Working Capital Amount exceeds the Target Net Working Capital Amount, minus (5v) Business Days after the final determination of amount, if any, by which the Final Statement and Target Net Working Capital Amount exceeds the Purchase PriceEstimated Net Working Capital Amount, Buyer shall deliver to Seller an amount equal to plus (vi) the Unpaid Balanceamount, together with interest thereon at if any, by which the Reference Rate in effect from time to time from Estimated Net Regulatory Capital Amount exceeds the Closing Date until Target Net Regulatory Capital Amount, minus (vii) the date of such paymentamount, in cash in immediately available funds if any, by wire transfer to a bank account designated in writing by Seller prior to which the due date thereofTarget Net Regulatory Capital Amount exceeds the Estimated Net Regulatory Capital Amount, minus (viii) the Estimated Transaction Expenses Amount, plus (iv) the Estimated Interim Period Transition Assistance Amount, minus (x) the Escrow Amount. (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Seller shall reimburse to Buyer an amount equal to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereof.

Purchase Price. (a) As consideration for 100.00% B. The obligation of the Shares Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in the immediately following paragraph and the covenants accuracy of the following representations and agreements warranties with respect to each such Subsequent Mortgage Loan determined as of Seller set forth herein, Buyer shall deliver to Seller at the Closing in immediately available funds to be delivered by wire transfer (to a bank account designated at least three business days prior to the Closing Date in writing by Seller) an amount (the "Purchase Price") equal to Five Hundred Seventy Three Million Dollars ($573,000,000) less the sum ofapplicable Subsequent Cut-off Date: (i) the greater of (A) all Debt and other amounts outstanding under the Existing Orion Credit Facility on December 31, 1996, net of cash on hand such Subsequent Mortgage Loan may not be 30 or more days delinquent as of the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility on the Closing Date, net of cash on hand last day of the Entertainment Companies on month preceding the Closing Subsequent Cut-off Date; plus (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but original term to stated maturity of such Subsequent Mortgage Loan will not including, the Closing Datebe less than 120 months and will not exceed 360 months; plus (iii) the such Subsequent Mortgage Loan will not have a loan-to-value ratio greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date100.00%; plus (iv) unpaid interest such Subsequent Mortgage Loans will have, as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of 360 months; (v) such Subsequent Mortgage Loan, if a Fixed Rate Mortgage Loan, shall have a Mortgage Rate that is not less than 5.250% per annum or greater than 14.250% per annum; (vi) such Subsequent Mortgage Loan must have a first payment date occurring on such Debt or before February 1, 2003; (other than vii) if the Existing Orion Credit Facility) accrued to, but not includingSubsequent Mortgage Loan is an Adjustable Rate Mortgage Loan, the Closing Subsequent Mortgage Loan will have a Gross Margin not less than 2.500% per annum; (viii) if the Subsequent Mortgage Loan is an Adjustable Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Maximum Mortgage Rate not less than 11.000% per annum; (ix) if the Subsequent Mortgage Loan is an Adjustable Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Minimum Mortgage Rate not less than 4.490% per annum, (x) the Subsequent Mortgage Loan may not provide for negative amortization; (xi) such Subsequent Mortgage Loan shall have been serviced by the Master Servicer since origination or the date of purchase and (xii) such Subsequent Mortgage Loan shall have been underwritten in accordance with the criteria set forth under "Option One Mortgage Corporation--Underwriting Standards" in the Prospectus Supplement. C. Following the purchase of any Subsequent Group I Mortgage Loan by the Trust, the Group I Mortgage Loans (including such Subsequent Group I Mortgage Loans) will: (i) have a weighted average original term to stated maturity of not more than 360 months; (ii) have a weighted average Mortgage Rate of not less than 5.100% per annum and not more than 13.200% per annum; (iii) have a weighted average Loan-to-Value Ratio of not more than 80.26%; (iv) have no Mortgage Loan with a Principal Balance which does not conform to Fannie Mae and Freddie Mac guidelin▇▇; (▇) ▇▇ll co▇▇▇▇▇ ▇f Mortgage Loans covered by the PMI Policy representing no less than 69.42% by aggregate Principal Balance of the Group I Mortgage Loans; (v) will consist of Mortgage Loans with Prepayment Charges representing no less than 80.67% by aggregate Principal Balance of the Group I Mortgage Loans; and (vi) have no more than 24.00% of Fixed Rate Mortgage Loans by aggregate Principal Balance of the Group I Mortgage Loans. In addition, the Adjustable Rate Group I Mortgage Loans will have a weighted average Gross Margin not less than 4.960% per annum. For purposes of the calculations described in this paragraph, percentages of the Group I Mortgage Loans will be based on the Principal Balance of the Initial Group I Mortgage Loans as of the Cut-off Date and the Principal Balance of the Subsequent Group I Mortgage Loans as of the related Subsequent Cut-off Date. D. Following the purchase of any Subsequent Group II Mortgage Loan by the Trust, the Group II Mortgage Loans (bincluding such Subsequent Group II Mortgage Loans) Not later will: (i) have a weighted average original term to stated maturity of not more than 360 months; (ii) have a weighted average Mortgage Rate of not less than 5.250% per annum and not more than 14.250% per annum; (iii) have a weighted average Loan-to-Value Ratio of not more than 78.44%; (iv) have no Mortgage Loan with a principal balance in excess of $999,999; (v) will consist of Mortgage Loans covered by the PMI Policy representing no less than 68.00% by aggregate Principal Balance of the Group II Mortgage Loans; (v) will consist of Mortgage Loans with Prepayment Charges representing no less than 70.64% by aggregate Principal Balance of the Group II Mortgage Loans; and (vi) have no more than 23.60% of Fixed Rate Mortgage Loans by aggregate Principal Balance of the Group II Mortgage Loans. In addition, the Adjustable Rate Group II Mortgage Loans will have a weighted average Gross Margin not less than 5.000% per annum. For purposes of the calculations described in this paragraph, percentages of the Group II Mortgage Loans will be based on the Principal Balance of the Initial Group II Mortgage Loans as of the Cut-off Date and the Principal Balance of the Subsequent Group II Mortgage Loans as of the related Subsequent Cut-off Date. E. Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by (i) the NIMS Insurer or (ii) either Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior to the Subsequent Transfer Date, each Rating Agency shall notify the Trustee as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the Subsequent Transfer Date; provided, however, that the Master Servicer, in its capacity as Originator, shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the Closing Date, Seller shall prepare and deliver to Buyer a statement characteristics specified in paragraphs (the "Preliminary Statement") containing (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon as of the Closing Date and other amounts that then will be payable with respect thereto, and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination of the Purchase Price shall be made (the "Preliminary Purchase Price"), which Preliminary Purchase Price shall be subject to adjustment as provided in Sections 2.03(dc) and (e). (c) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect thereto, as of the Closing Date (assuming that such Debt was repaid in full on that date), (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation of the Purchase Price. The Final Statement and the calculation of the Purchase Price shall be binding upon the parties to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days after its receipt of the Final Statement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Buyer shall deliver to Seller an amount equal to the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such payment, in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller prior to the due date thereofabove. (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Seller shall reimburse to Buyer an amount equal to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereof.

Purchase Price. (ai) As consideration for the Shares and the covenants and agreements of Seller set forth herein, Buyer shall agrees to deliver to Seller Sellers at the Closing $83,000,000 (the “Purchase Price”), subject to adjustment as provided in immediately available funds to be delivered § 2(c)(ii), minus the Indemnification Escrow Amount and further minus $1,000,000 (the net amount, the “Closing Purchase Price”) payable by wire transfer or delivery of other immediately available funds. (ii) Sellers shall prepare and deliver to a bank account designated Buyer at least three business five days prior to the Closing Date in writing by Seller) an amount (the "Purchase Price") equal to Five Hundred Seventy Three Million Dollars ($573,000,000) less the sum of: (i) the greater of (A) all Debt and other amounts outstanding under the Existing Orion Credit Facility on December 31, 1996, net of cash on hand of the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility on the Closing Date, net of cash on hand of the Entertainment Companies on the Closing Date; plus (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but not including, the Closing Date; plus (iii) the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, the Closing Date. (b) Not later than three Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement (the "Preliminary Statement") containing (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon as of the Closing Date and other amounts that then will be payable with respect thereto, and (ii) an estimate of cash that would be reflected on a estimated consolidated balance sheet of Orion AARE, AAFC and its Subsidiaries AALLC prepared as of the Closing Date on a basis consistent with that of the Most Recent Financial Statements (adjustedthe “Estimated Closing Balance Sheet”) and a detailed calculation of the Seller’s estimated Net Working Capital based on the Estimated Closing Balance Sheet (the “Estimated Closing Working Capital”) in order for Buyer to review the calculation of the Estimated Closing Working Capital. If the Estimated Closing Working Capital is less than the Required Working Capital, then the Purchase Price paid at the Closing shall be decreased by the amount by which the Required Working Capital exceeds the Estimated Closing Working Capital on a dollar for dollar basis. If the Estimated Closing Working Capital is greater than $1,000,000 in excess of the Required Working Capital (such amount in excess of $19,500,000, if necessaryany, to give pro forma effect to distribution to Seller of all capital stock of Landmark on a dollar for dollar basis, the “Closing Date Working Capital Increase Amount”), then the Closing Date)Date Working Capital Increase Amount shall be delivered to the Escrow Agent as provided in subsection (iv) below. Based upon The decrease or increase, as the Preliminary Statementcase may be, a preliminary determination of the Purchase Price shall be made (at Closing is referred to herein as the "Preliminary Purchase Price"), which Preliminary Purchase Price shall be subject to adjustment as provided in Sections 2.03(d) and (e)“At-Closing Capital Adjustment Amount.” (c) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect thereto, as of the Closing Date (assuming that such Debt was repaid in full on that date), (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation Buyer agrees to deliver to U.S. Bank National Association, as escrow agent (the “Escrow Agent”), at the Closing the Indemnification Escrow Amount in cash payable by wire transfer or delivery of other immediately available funds for deposit into the escrow account. The Indemnification Escrow Amount plus any interest accrued thereon will be available to satisfy any amounts owed by Sellers to Buyer under §9 of this Agreement in accordance with the terms hereof. Any amounts released from escrow to the Sellers shall be treated as part of the Purchase Price. Any amounts deposited by Buyer pursuant to Sections 6(c)(i) and 6(c)(ii) shall be deposited with the Escrow Agent as a separate fund to be held by the Escrow Agent and disbursed pursuant to Section 10(b) if the transaction contemplated by this Agreement does not close. (iv) Buyer agrees to deliver to the Escrow Agent at the Closing the Working Capital Escrow Amount in cash payable by wire transfer or delivery of other immediately available funds for deposit into an escrow account for that purpose. The Final Statement and Working Capital Escrow Amount plus any interest accrued thereon will be available to satisfy any amounts owed by Sellers to Buyer under §2(f) of this Agreement in accordance with the calculation terms hereof. Any amounts released from escrow to the Sellers will be treated as part of the Purchase Price shall be binding upon the parties to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days after its receipt of the Final Statement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03Price. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Buyer shall deliver to Seller an amount equal to the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such payment, in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller prior to the due date thereof. (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Seller shall reimburse to Buyer an amount equal to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereof.

Purchase Price. (a) As consideration for 100.00% B. The obligation of the Shares Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in the immediately following paragraph and the covenants accuracy of the following representations and agreements warranties with respect to each such Subsequent Mortgage Loan determined as of Seller set forth herein, Buyer shall deliver to Seller at the Closing in immediately available funds to be delivered by wire transfer (to a bank account designated at least three business days prior to the Closing Date in writing by Seller) an amount (the "Purchase Price") equal to Five Hundred Seventy Three Million Dollars ($573,000,000) less the sum ofapplicable Subsequent Cut-off Date: (i) the greater of (A) all Debt and other amounts outstanding under the Existing Orion Credit Facility on December 31, 1996, net of cash on hand such Subsequent Mortgage Loan may not be 30 or more days delinquent as of the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility on the Closing Date, net of cash on hand last day of the Entertainment Companies on month preceding the Closing Subsequent Cut-off Date; plus (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but original term to stated maturity of such Subsequent Mortgage Loan will not including, the Closing Datebe less than 120 months and will not exceed 360 months; plus (iii) the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing DateSubsequent Mortgage Loan may not provide for negative amortization; plus (iv) unpaid interest on such Debt Subsequent Mortgage Loan will not have a loan-to-value ratio greater than 100.00%; (other than the Existing Orion Credit Facilityv) accrued to, but not including, the Closing Date. (b) Not later than three Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement (the "Preliminary Statement") containing (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon as of the Closing Date and other amounts that then such Subsequent Mortgage Loans will be payable with respect thereto, and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination of the Purchase Price shall be made (the "Preliminary Purchase Price"), which Preliminary Purchase Price shall be subject to adjustment as provided in Sections 2.03(d) and (e). (c) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect theretohave, as of the Closing Subsequent Cut-off Date, a weighted average term since origination not in excess of 6 months; (vi) such Subsequent Mortgage Loan, if a Fixed Rate Mortgage Loan, shall have a Mortgage Rate that is not less than 7.000% or greater than 17.000%; (vii) such Subsequent Mortgage Loan shall have been serviced by the Master Servicer since origination or the date of purchase; (viii) such Subsequent Mortgage Loan must have a first payment date occurring on or before May 1, 2001; (ix) if the Subsequent Mortgage Loan is an Adjustable Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Gross Margin not less than 2.000%; (x) if the Subsequent Mortgage Loan is an Adjustable Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Maximum Mortgage Rate not less than 12.500%; (xi) if the Subsequent Mortgage Loan is an Adjustable Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Minimum Mortgage Rate not less than 6.500% and (xii) such Subsequent Mortgage Loan shall have been underwritten in accordance with the criteria set forth under "Option One Mortgage Corporation-- Underwriting Standards" in the Prospectus Supplement. C. Following the purchase of any Subsequent Mortgage Loan by the Trust, the Mortgage Loans (including such Subsequent Mortgage Loans) as of the applicable Subsequent Transfer Date will: (assuming that such Debt was repaid in full on that date), i) have a weighted average original term to stated maturity of not more than 360 months; (ii) have a calculation weighted average Mortgage Rate of cash on hand that would be reflected on not less than 10.200% and not more than 10.500%; (iii) have a consolidated weighted average Loan-to-Value Ratio of not more than 78.00%; (iv) have no Mortgage Loan with a principal balance sheet in excess of Orion $1,000,000; (v) will consist of Mortgage Loans covered by the PMI Policy representing no less than 79.51% of the aggregate Principal Balance thereof; (vi) will consist of Mortgage Loans with Prepayment Charges representing no less than approximately 84.00% of the aggregate Principal Balance thereof and its Subsidiaries prepared (vii) have no more than 15.00% of Fixed Rate Mortgage Loans by aggregate principal balance of the Mortgage Loans as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation of the Purchase Price. The Final Statement and the calculation of the Purchase Price shall be binding upon the parties to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days after its receipt of the Final Statement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Buyer shall deliver to Seller an amount equal to the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such payment, in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller prior to the due date thereof. (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Seller shall reimburse to Buyer an amount equal to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereof.Subsequent Cut-off

Purchase Price. (a) As consideration The aggregate purchase price to be paid by the Buyer for the Shares and the covenants and agreements of Seller set forth hereinPurchased Assets, Buyer shall deliver to Seller at the Closing in immediately available funds to be delivered by wire transfer (to a bank account designated at least three business days prior to the Closing Date in writing by Seller) is an amount in cash equal to $9,500,000.00 (the "“Purchase Price") equal to Five Hundred Seventy Three Million Dollars ”), which shall be paid as $9,000,000.00 ($573,000,000) less the sum of: (i) the greater of (A) all Debt and other amounts outstanding under the Existing Orion Credit Facility on December 31“Initial Purchase Price”), 1996, net of cash on hand of the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility on the Closing Date, net of cash and $500,000.00 (the “Deferred Purchase Price”, and together with the Initial Purchase Price, the Purchase Price), on hand of or before the Entertainment Companies on date that is ninety (90) calendar days following the Closing Date (the “Equipment Review Period), but subject to Section 2.5(a)(i). On the Closing Date; plus , subject to the satisfaction or waiver of the conditions to Closing set forth in Section 3.2, the Buyer shall pay, or cause to be paid, (1) to the Seller by bank wire transfer of immediately available funds to an account designated in writing by the Seller, an amount in cash equal to the Initial Purchase Price less (i) the Escrow Amount (which shall be paid by the Escrow Agent to the Title Company, and then released to the Seller), (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but not including, the Closing Date; plus Release Amount and (iii) the greater Tax Payoff Amount; and (2) to the holders of any Indebtedness of the Seller who have Asset Liens, the applicable amount set forth on the Seller’s Certificate required to release such Asset Liens (Asuch aggregate amount, the “Release Amount”); and (3) Thirteen Million Dollars to the Title Company, the amount needed to pay off any outstanding real estate Taxes related to the Owned Real Property ($13,000,000the “Tax Payoff Amount”). (i) If during the Equipment Review Period any of the property or equipment set forth in Schedule 2.1(a) or Schedule 2.1(b) is discovered by Buyer to be missing from the Owned Real Property and/or Seller’s Pioneer, Ohio facility, and not readily made available for transfer by Seller, then Buyer and Seller shall negotiate in good faith to agree upon an appropriate deduction from the Deferred Purchase Price for the missing piece of property (B) all Debt each deduction a “Asset Cost”), provided if Buyer and Seller cannot in good faith reasonably agree on the Asset Cost, the Asset Cost shall be calculated as AquaBounty’s net book value for the item as of June 30, 2024 times 35%. Buyer shall notify Seller and in writing at any time prior to the end of the Entertainment Companies Equipment Review Period of such missing property or equipment, and Seller shall promptly attempt to locate the same and make it available for transfer to Buyer within five (other than Debt outstanding under 5) business days. Further, for each piece of missing property or equipment which is not located by Seller within the Existing Orion Credit Facility five (5) business day period, Buyer shall have the right to notify Escrow Agent, and the corresponding Asset Cost shall be deducted from the Deferred Purchase Price and returned to Buyer within five (5) business days after the end of the Equipment Review Period, and Seller shall receive the balance of the Deferred Purchase Price (if any) within two (2) business days of Buyer’s receipt of the Asset Cost(s). (ii) Notwithstanding anything to the contrary, beginning on the Effective Date and continuing through the end of Closing Date) outstanding on Date (or date termination of this Agreement), Seller shall not remove any tangible personal property, owned Furniture and Equipment, or related infrastructure from the Closing Date; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, the Closing DateOwned Real Property. (b) Not Within two (2) business days after the later than three Business Days of the Effective Date or receiving wiring instructions from the Escrow Agent, the Buyer shall deliver the Escrow Amount to the Escrow Agent. The Escrow Amount shall be fully refundable to the Buyer in the event the Buyer terminates this Agreement prior to the Closing expiration of the Due Diligence Period in accordance with the terms hereof; provided, however, in the event the Buyer fails to so terminate prior to the expiration of the Due Diligence Period, the entire Escrow Amount shall become non-refundable, unless Seller refuses to close, as required herein (other than as a result of the Buyer’s failure to satisfy a condition precedent to Closing). Promptly following the Effective Date, the Seller shall prepare and deliver to Buyer place an order with the Title Company for a statement (the "Preliminary Statement") containing (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon as of the Closing Date and other amounts that then will be payable title commitment with respect thereto, and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of to the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination of the Purchase Price shall be made (the "Preliminary Purchase Price"), which Preliminary Purchase Price shall be subject to adjustment as provided in Sections 2.03(d) and (e)Owned Real Property. (c) Within thirty (30) days after Notwithstanding anything herein to the Closing Datecontrary, to the extent required under Law, at the Closing, the Buyer shall prepare be entitled to withhold any and deliver to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other all amounts payable with respect thereto, as of the Closing Date (assuming that such Debt was repaid in full on that date), (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation of the Purchase Price. The Final Statement and the calculation of from the Purchase Price shall be binding upon equal to any withholding Tax owed to any Taxing Authority as a result of the parties to transactions contemplated by this Agreement unless Seller gives written notice of disagreement therewith (other than with respect to Taxes for which the Buyer within thirty (30) days after its receipt of is liable); provided however that the Final Statement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Buyer shall deliver to Seller an amount equal to notify the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such payment, in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller prior to withholding any such amount. For the due date thereof. (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein avoidance of doubt, any amounts withheld hereunder shall be treated as an "Overpayment"), then within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Seller shall reimburse to Buyer an amount equal having been paid to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereofSeller.

Purchase Price. The purchase price of the Building 1 is the sum of TWENTY-SIX MILLION ONE HUNDRED AND TWENTY-FOUR THOUSAND EIGHT HUNDRED AND FIVE DOLLARS ($26,124,805.00) (the “Purchase Price”). The Purchase Price shall be paid in accordance with the following schedule: (a) As consideration for the Shares and the covenants and agreements of Seller set forth herein, Buyer shall deliver to Seller at the Closing in immediately available funds to be delivered by wire transfer (to a bank account designated at least three Initial Payment: within 5 business days prior to upon the Closing Date execution of this PSA by all Parties, Align shall pay and deposit in writing by Selleran interest-bearing escrow account (“Escrow Account”) with STCR (COSTA RICA) TRUST AND ESCROW COMPANY LIMITED, S.A. (“Escrow Agent”) 20% of the Purchase Price, for an amount of $5,224,961.00 Dollars (the "Purchase Price") equal to Five Hundred Seventy Three Million Dollars “Initial Payment”). The Initial Payment shall be fully refundable during Due Diligence Period ($573,000,000) less the sum of: (i) the greater of (A) all Debt and other amounts outstanding under the Existing Orion Credit Facility on December 31, 1996, net of cash on hand of the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility on the Closing Date, net of cash on hand of the Entertainment Companies on the Closing Date; plus (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but not including, the Closing Date; plus (iii) the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, the Closing Dateas defined herein). (b) Not later than three Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement (the "Preliminary Statement") containing (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon as of the Closing Date and other amounts that then will be payable with respect thereto, and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination Second Payment: 60% of the Purchase Price Price, equals to $15,674,803.00 Dollars, shall be made paid and deposited by Align in the Escrow Account with the Escrow Agent within 7 business days after the notification by BBC of the Substantial Completion of Building 1 (“Substantial Completion Notice”). Substantial Completion of Building 1 shall mean the "Preliminary Purchase Price")completion of Building 1 as described in Exhibit E in more than 95% and that none of the pending issues or items imply any delays for additional constructions and improvements, which Preliminary Purchase Price and, so, the only pending matters or items shall be subject considered as part of the Punch List. Substantial Completion shall be completed by BBC no later than October 23, 2017, except if extended due to adjustment a justified cause, by mutual agreement of the Parties or as provided indicated in Sections 2.03(d) and (e). (c) Within clause fifth of this PSA. Align shall have thirty (30) calendar days after the Closing DateSubstantial Completion Notice to determine if it is not in agreement with the Substantial Completion of Building 1, Buyer no response by Align during said term shall prepare and deliver to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect thereto, be deemed as an approval of the Closing Date (assuming that such Debt was repaid in full on that date)Substantial Completion. If the Substantial Completion is not accepted by Align within the said term, (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as BBC shall appoint any of the Closing Date (adjusted, Third Party to issue criteria determining if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation of the Purchase PriceBuilding 1 is in Substantial Completion or not in accordance with this PSA. The Final Statement Third Party shall have 15 business days following the notice by BBC to proceed with the measurement. All costs and fees related with the calculation of the Purchase Price Third Party shall be binding upon borne equally between the parties to this Agreement unless Seller gives written notice of disagreement therewith to Buyer Parties. If the Substantial Completion is rejected by Align within the thirty (30) calendar days after its receipt of indicated, the Final Statement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement second payment shall be binding upon suspended until the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected Substantial Completion is determined by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03Third Party. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Buyer shall deliver to Seller an amount equal to the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such payment, in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller prior to the due date thereof. (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Seller shall reimburse to Buyer an amount equal to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereof.

Purchase Price. (a) As consideration The purchase price for the Shares and the covenants and agreements of Seller set forth herein, Buyer shall deliver to Seller at the Closing in immediately available funds Companies Membership Interests to be delivered by wire transfer (to a bank account designated at least three business days prior sold to the Closing Date in writing by Seller) Buyers, shall be an amount (the "Purchase Price") equal to Five Hundred Seventy Three Million Dollars ($573,000,000) less the sum of: (i) US $55,000,000 (the greater of (A“Base Cash Consideration”) all Debt and other amounts outstanding under the Existing Orion Credit Facility on December 31, 1996, net of cash on hand of the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility on the Closing Date, net of cash on hand of the Entertainment Companies on the Closing Date; plus (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but not including, Non-Cash Working Capital as of the Closing Date; Effective Time (if a positive amount) plus (iii) the greater reimbursement of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus Actual Permitted Capital Expenditures less (iv) unpaid interest on such Debt the Non-Cash Working Capital (other than if a negative amount) as of the Existing Orion Credit Facility) accrued to, but not including, Effective Time (the Closing Date“Purchase Price”). (b) Not later than three five Business Days prior to the Closing Date, Seller Sellers shall prepare and deliver to Buyer Buyers a written statement (the "Preliminary Statement") containing showing Sellers’ good faith calculation of Estimated Non-Cash Working Capital and Estimated Permitted Capital Expenditures. The Purchase Price paid at Closing shall be an amount equal to (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon as of the Closing Date and other amounts that then will be payable with respect thereto, and Base Cash Consideration less (ii) an estimate of cash that would be reflected on the Deposit plus (iii) the Estimated Non-Cash Working Capital (if a consolidated balance sheet of Orion and its Subsidiaries prepared as of positive amount) plus (iv) Estimated Permitted Capital Expenditures less (v) the Closing Date Estimated Non-Cash Working Capital (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination of the Purchase Price shall be made negative amount) (the "Preliminary “Estimated Closing Purchase Price"), which Preliminary Purchase Price shall be subject to adjustment as provided in Sections 2.03(d) and (e”). (c) Within thirty (30) 60 days after the Closing Date, Buyer Buyers shall prepare prepare, or cause to be prepared, and deliver to Seller a statement (the "Final Statement") containing Sellers in good faith: (i) a schedule of total Debt outstanding on the Closing Date Balance Sheet; and accrued and unpaid interest thereon, and other amounts payable with respect thereto, as of the Closing Date (assuming that such Debt was repaid in full on that date), (ii) a calculation of cash on hand that would be written statement showing (A) Current Assets, Current Liabilities, Non-Cash Working Capital, and Actual Permitted Capital Expenditures, all as reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date)Balance Sheet, (B) the adjustments to the Estimated Closing Purchase Price based upon the difference between the Actual Non-Cash Working Capital (as reflected on the Closing Balance Sheet) and the Estimated Non-Cash Working Capital and the difference between the Actual Permitted Capital Expenditures (as reflected on the Closing Balance Sheet) and the Estimated Permitted Capital Expenditures and (iiiC) a the calculation of the final Purchase Price (the “Final Closing Purchase Price” and, collectively, the “PP Adjustment Documents”). The Final Statement Sellers shall have a period of 30 days after delivery of the PP Adjustment Documents to review (and cause Sellers’ auditors to review) such documents and make any objections they may have in writing to Buyers. For purposes of Sellers’ evaluation of the PP Adjustment Documents, Buyers shall, and shall cause the Companies to, make available or provide reasonable access to Sellers and their respective Representatives, upon reasonable advance notice and during normal business hours, all information, books, records, data and working papers created or used in connection with the preparation of the PP Adjustment Documents; and shall permit reasonable access, upon reasonable advance notice and during normal business hours, to the facilities and personnel of the Companies as may be reasonably requested by Sellers and their respective Representatives to analyze the PP Adjustment Documents. If Sellers deliver written objections to Buyers within such 30-day period, then Buyers and Sellers shall attempt to resolve the matter or matters in dispute. If no written objections are made by Sellers within such 30-day period, then such PP Adjustment Documents and the calculation of the Purchase Price shall be binding upon the parties to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days after its receipt of the Final Statement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Closing Purchase Price shall be final and binding upon on the parties hereto for purposes Parties. If disputes with respect to such PP Adjustment Documents cannot be resolved by Buyers and Sellers within 30 days after timely delivery of any objections thereto, then the specific matters in dispute (but no others) shall be submitted to Deloitte US or such other internationally recognized independent accounting firm as may be approved by Sellers and Buyers (the “Independent Auditor”), which firm shall render its opinion as to such specific matters. The matters to be resolved by the Independent Auditor shall be limited to the remaining unresolved disputes between Buyers and Sellers with respect to such PP Adjustment Documents. The Independent Auditor shall promptly deliver to Buyers and Sellers a written report setting forth its resolution of the disputes along with its determination of the Final Closing Purchase Price, which determination shall be made in accordance with the definitions and principles set forth in this Agreement and shall be final and binding on the Parties. The Independent Auditor’s determination of the Final Closing Purchase Price, including each of the components thereof in dispute, shall be based solely on written materials submitted by Buyers and Sellers (i.e., not on independent review), and the terms of this Agreement, including the definitions included herein. The Independent Auditor shall be limited to awarding only one or the other of Buyers’ proposal (considered in the aggregate), on the one hand, or Sellers’ proposal (considered in the aggregate), on the other hand, as to the disputed items and shall have no authority to select or propose to the Parties any resolution other than as set forth in one of such two proposals originally submitted to the Independent Auditor. Judgment may be entered upon the determination of the Independent Auditor in any court having jurisdiction over the Party against which such determination is to be enforced. The fees and disbursements expenses of the Selected Firm Independent Auditor shall be paid borne by Buyer and Seller the Parties as designated by the Selected Firm Independent Auditor, which designation shall determine be based upon its assessment the inverse proportion of the relative merits amount of disputed items resolved in favor of such Party (i.e., so that the positions taken by each in any disagreement presented to prevailing Party bears a lesser amount of such firm. Buyer will grant Seller full access to the books fees and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03expenses). (d) If Within 10 days after the Preliminary date on which the PP Adjustment Documents are determined to be final and binding as set forth in Section 2.2(c) and provided there is a difference between the Estimated Closing Purchase Price and the Final Closing Purchase Price, then either (i) Buyers shall pay to Sellers the amount by which the Final Closing Purchase Price exceeds the Estimated Closing Purchase Price or (ii) Sellers shall pay to Buyers the amount by which the Final Closing Purchase Price is less than the Estimated Closing Purchase Price (such difference being referred to herein as the "Unpaid Balance")Price. In either case, then, in addition to the amount payable of such payment, if any, shall be treated as an adjustment to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Buyer and such amount shall deliver to Seller an amount equal to the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date be paid by wire transfer of such payment, in cash in immediately available funds by wire transfer to a bank an account designated in writing by Seller prior to the due date thereofpayee Party. (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Seller shall reimburse to Buyer an amount equal to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereof.

Purchase Price. (a1) As consideration The purchase price for the Shares and the covenants and agreements of Seller set forth herein, Buyer shall deliver be equal to Seller at the Closing in immediately available funds to be delivered by wire transfer (to a bank account designated at least three business days prior to the Closing Date in writing by Seller) an amount $92,500,000 (the "Purchase Price") equal to Five Hundred Seventy Three Million Dollars ($573,000,000) less the sum of: (i) the greater of (A) all Debt and other amounts outstanding under the Existing Orion Credit Facility on December 31, 1996, net of cash on hand of the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility on the Closing Date, net of cash on hand of the Entertainment Companies on the Closing Date; plus (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but not including, the Closing Date; plus (iii) the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, the Closing Date. (b) Not later than three Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement (the "Preliminary Statement") containing (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon as of the Closing Date and other amounts that then will be payable with respect thereto, and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination of the Purchase Price shall be made (the "Preliminary Provisional Purchase Price"), which Preliminary Purchase Price amount shall be subject to adjustment periodically redetermined -------------------------- and adjusted as provided in Sections 2.03(d) and (e). (c) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement herein (the "Final Adjusted Purchase Price"). ----------------------- (2) The Provisional Purchase Price will be redetermined, as described in Section 2.02(c), as of December 31, 2000 and each December 31 thereafter to and including December 31, 2003 (each such December 31 being a "Redetermination --------------- Date"), based upon an annual actuarial review of the development (net of ---- collectible reinsurance purchased by the Company prior to the Closing) of the case loss reserves, reserves for incurred but not reported losses and reserves for allocated loss adjustment expenses reflected in the Reference Financial Statement, including "reinsurance recoverable on loss and loss adjustment expense payments" (as such term is used in the Company's 1998 Annual Statutory Statement) as of the Reference Date ("the Subject Loss Reserves"). The actuarial reviews shall be --------------------- performed by ▇▇▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇▇▇▇ (the "Actuary") containing within sixty days of each ------- such Redetermination Date and the results shall be submitted to the Seller and Purchaser upon completion in the form of a certified actuarial report (each an "Annual Actuarial Report"). The fees and expenses of the Actuary shall be borne ----------------------- equally by the Seller and the Purchaser. Each Annual Actuarial Report shall consist of an actuarial redetermination, as of each Redetermination Date, of (i) a schedule of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect thereto, as Subject Loss Reserves for liabilities of the Closing Date (assuming that such Debt was repaid in full Company incurred on that date)or before the Reference Date, (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as determination of the Closing Date (adjusted, if necessary, amount of collectible reinsurance with respect to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date)such liabilities, and (iii) a calculation determination of the Purchase Price. The Final Statement losses and loss adjustment expenses paid (net of proceeds collected from reinsurance purchased by the Company prior to the Closing) by the Company during the period between the Reference Date and the calculation respective Redetermination Date with respect to liabilities incurred prior to the Reference Date, which review shall be conducted by the Actuary (x) using its independent judgment based on prevailing facts, circumstances and trends, (y) in accordance with generally accepted actuarial standards and principles, and (z) to the extent not inconsistent with the foregoing, in a manner and applying a method consistent with the determination of the Reserves recorded in the Reference Financial Statement. Each Annual Actuarial Report shall be accompanied by: (A) a schedule that shows the composition of the Subject Loss Reserves, net of collectible reinsurance purchased by the Company prior to the Closing, in respect of losses incurred by the Company on or before the Reference Date and in respect of the development of such losses after the Reference Date, and (B) a reconciliation of the amounts included in such schedule to the Reserves included, or to be included, in the annual statutory statement of the Company (or its successor) filed, or to be filed, with state regulatory authorities after the Reference Date. (3) As of each Redetermination Date, the Adjusted Purchase Price shall be binding upon equal to the Provisional Purchase Price reduced (or increased, as the case may be) dollar for dollar by the amount by which the following clause (i) is less (or more, as the case may be) than the following clause (ii) where clauses (i) and (ii) shall mean, respectively: (1) the Subject Loss Reserves reflected on the Reference Financial Statement; and (2) the sum, as determined by the Actuary in the respective Annual Actuarial Report (or by the parties or the Arbiter as provided in Section 2.02(d), as the case may be), of (x) the actual loss payments and actual allocated loss adjustment expense payments made in respect of losses incurred by the Company on or before the Reference Date, net of reinsurance collected or collectible reinsurance, and made subsequent to the Reference Date up to and including the respective Redetermination Date, and (y) the Subject Loss Reserves, net of collectible reinsurance purchased by the Company, calculated as of the respective Redetermination Date; provided, however, that notwithstanding anything to the contrary contained in -------- ------- this Agreement unless Article II, the Provisional Purchase Price shall also be reduced dollar for dollar with respect to any adverse loss development on the Company's medical stop loss or provider excess business assumed by the Company through December 31, 1998 but only to the extent any such amount is not reinsured and recoverable under the Medical Aggregate Stop Loss Treaty, and provided further, in no event -------- ------- shall the Adjusted Purchase Price, redetermined in accordance with this Section 2.02(c), be less than $71,750,000 or more than $92,500,000. (4) If the Seller gives or the Purchaser objects to any Annual Actuarial Report (a "Dispute"), the objecting party shall give the other party written ------- notice of disagreement therewith such Dispute (a "Dispute Notice") within fifteen days after the -------------- receipt by the objecting party of the respective Annual Actuarial Report (the "Dispute Period"), setting forth in reasonable detail the elements and amounts -------------- therein to Buyer which it objects and the basis for such objection. If either the Seller or the Purchaser gives a Dispute Notice, the Seller and the Purchaser shall, within thirty (30) days after its receipt by either party of such Dispute Notice, attempt to resolve such Dispute and agree in writing upon the final content of the Final Statement, specifying in reasonable detail the nature respective Annual Actuarial Report and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement Adjusted Purchase Price. In the event that the Seller and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller Purchaser are unable to resolve any such disagreement Dispute within such thirty (30) day period, then the disagreement Dispute shall immediately be referred for final determination submitted to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller Ernst & Young LLP (the "Selected FirmArbiter")) for resolution. Within thirty ------- (30) days from the date that any such dispute is submitted to the Arbiter, the Arbiter shall deliver to the Purchaser and the resolution Seller a written report setting forth (i) the Arbiter's redetermination of that disagreement the Subject Loss Reserves as of the Redetermination Date and (ii) the Arbiter's determination of the amount of the fees and expenses of the Arbiter arising from such Dispute and the calculation appropriate apportionment thereof among the parties hereto. Such report shall be final and binding on the parties hereto with respect to the Dispute (but not with respect to any Subject Loss Reserves reflected in any subsequent Annual Actuarial Report). If neither the Seller nor the Purchaser gives written notice of a Dispute within the total DebtDispute Period, cash on hand resulting therefrom such Annual Actuarial Report shall be deemed to have been accepted in the form in which it was delivered and the Purchase Price shall be final and binding upon the parties hereto for with respect to the Dispute in the absence of fraud or manifest error. The Adjusted Purchase Price and the Adjusted Closing Note Principal (as defined in Section 2.04(c) hereof) shall be computed based upon the Annual Actuarial Report or the Arbiter's redetermination of Subject Loss Reserves as of the Redetermination Date, as the case may be. (5) For purposes of the calculation set forth in Section 2.02 (c)(ii) only those payments and reserves that are attributable to losses incurred on or before the Reference Date shall be considered. For this purpose, any contracts that do not provide an adequate accounting of accident year information will be allocated between losses incurred on or before the Reference Date and losses incurred after the Reference Date on a reasonable and appropriate basis consistent with the intent of this Agreement. (6) Notwithstanding anything to the contrary contained herein, the Purchaser shall be permitted from time to time, in its sole discretion to purchase stop-loss reinsurance. The fees purchase of such reinsurance shall in no way affect or be considered in determining the adjusted Purchase Price as of any Redetermination Date. (1) If on the final Redetermination Date the St. ▇▇▇▇ Reserves as carried on the Company's Statutory Statement at December 31, 1998 totaling $5,646,500 (the "St. ▇▇▇▇ Reserves") have developed adversely in an amount ----------------- greater than $2,000,000 above such carried reserves, Seller shall reimburse Purchaser for 50% of such excess development above $2,000,000, provided that the Adjusted Closing Note Principal has been reduced to zero. In the alternative, Seller may procure reinsurance covering the St. ▇▇▇▇ Reserves in excess of $7,646,500 (on terms mutually acceptable to the Purchaser and disbursements the Seller) and the cost thereof will be shared equally by the Seller and the Purchaser. In the event that the Seller and the Purchaser agree to procure such reinsurance on the St. ▇▇▇▇ Reserves, then, in such event, the Closing Note will not be reduced for any adverse loss development on the St. ▇▇▇▇ Reserves to the extent of any such reinsurance recovered. Notwithstanding the foregoing, it is the intent of this provision that adverse developments on all Subject Loss Reserves other than the St. ▇▇▇▇ Reserves shall be applied first to adjust the Adjusted Closing Note Principal and then the St. ▇▇▇▇ Reserves shall be applied to such adjustment. (7) Following the Closing, upon the delivery of reasonable prior written notice, the Seller may review, once each calendar year, claims payments, expenses, reinsurance and other matters directly relating to the Subject Loss Reserves. In that regard, the Purchaser shall, and shall cause its and the Company's officers, directors, employees, auditors and agents to: (A) afford the officers, employees, agents, accountants, actuaries and representatives of the Selected Firm shall be paid by Buyer Seller reasonable access (for a period not to exceed ten Business Days) during normal business hours and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access reasonable advance written notice, to the relevant offices, employees, properties, books and records of the Entertainment Companies Company and its relevant personnel the Purchaser; and (B) during the review period provided for in order for it Clause (A) hereof, upon the reasonable written request of the Seller, furnish to make its evaluations under this Section 2.03the officers, employees, agents, accountants, actuaries and representatives of the Seller such additional financial and operating data and other information regarding claims payments, expenses, reinsurance and other matters directly relating to the Subject Loss Reserves as are available to the Company or the Purchaser. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein 8) As long as the "Unpaid Balance")Adjusted Closing Note Principal is in excess of $1,000,000, thenPurchaser agrees that it will not, in addition with respect to the Subject Loss Reserves: (i) commute any assumed reinsurance contract where the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after be paid upon such commutation exceeds by more than $500,000 the final determination of loss reserves reported by the Final Statement and the Purchase Price, Buyer shall deliver to Seller an amount equal ceding company in its most recent periodic statement sent to the Unpaid Balance, together with interest thereon at Company in the Reference Rate in effect from time to time from the Closing Date until the date ordinary course of such payment, in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller business prior to the due date thereof.initiation of commutation discussions, without the prior approval of Seller, such approval not to be unreasonably withheld or delayed; or (eii) If otherwise take any action which is other than in the Preliminary Purchase Price is greater ordinary course of business with respect to the Subject Loss Reserves. Regardless of the Adjusted Closing Note Principal, Purchaser agrees to provide a listing of all individual losses paid with respect to the Subject Loss Reserves in excess of $250,000 while the Closing Note remains outstanding. Such listing shall be submitted quarterly to the Seller not later than the Purchase Price sixty (such difference being referred to herein as an "Overpayment"), then within five (560) Business Days days after the final determination close of the Final Statement and the Purchase Price, Seller shall reimburse to Buyer an amount equal to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of each such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereofquarter.

Purchase Price. (a) As consideration The Purchase Price to be paid by GSR to AIFL for the BGL Shares and the covenants and agreements of Seller set forth herein, Buyer shall deliver to Seller at the Closing is $1.00 payable by GSR in immediately available funds to be delivered by wire transfer (to a bank account designated at least three business days prior to the Closing Date in writing by Seller) an amount (the "Purchase Price") equal to Five Hundred Seventy Three Million Dollars ($573,000,000) less the sum of: (i) the greater of (A) all Debt and other amounts outstanding under the Existing Orion Credit Facility on December 31, 1996, net of cash on hand of the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility on the Closing Date, net of cash on hand of the Entertainment Companies on the Closing Date; plus (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but not including, the Closing Date; plus (iii) the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, the Closing Date. (b) Not later than three Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement (the "Preliminary Statement") containing (i) a schedule of total Debt anticipated The Purchase Price to be outstanding on paid by GSR to Anvil for the Closing Date BGL Debt and an estimate of unpaid interest BGL Agreements held by Anvil is One Million Two Hundred Thousand ($1,200,000) Dollars payable by GSR issuing the GSR Shares to be accrued thereon as of the Closing Date and other amounts that then will be payable with respect thereto, and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark Anvil on the Closing Date). Based upon the Preliminary Statement, a preliminary determination . 3.2 The purchase and sale of BGL Assets contemplated herein shall be effective as of the Purchase Price Effective Date. Possession, beneficial ownership and risk of and title to the BGL Shares shall pass from AIFL to GSR's nominee, BH on and be made effective on the Closing Date. Possession, beneficial ownership and risk of and title to the BGL Debt and BGL Agreements shall pass from Anvil to GSR's nominee, BH on and be effective on the Closing Date. 3.3 Anvil and AIFL each acknowledge and agree that: (a) the GSR Shares are issued pursuant to Ontario Securities Commission Policy 1.5 and will be legended as follows: "Preliminary Purchase Price"), which Preliminary Purchase Price shall be The Common Shares represented hereby are subject to adjustment as provided in Sections 2.03(d) a hold period and (e). (c) Within thirty (30) are not transferable until 90 days after the Closing Datedate. and (b) the issuance of the GSR Shares is subject to the policies, Buyer rules and by-laws of any regulatory body including The Toronto Stock Exchange. Anvil and AIFL agree to be bound by and comply with all of the policies, rules and by-laws of any regulatory body in regard to the GSR Shares, and to comply with all laws and securities regulations in respect of the trading of the GSR Shares. 3.4 GSR shall prepare cause to be delivered to Anvil at Closing an interim certificate or certificates representing all the GSR Shares and deliver will cause the GSR Shares to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding be duly recorded on the Closing Date and accrued and unpaid interest thereonbooks of GSR in the name of Anvil. Anvil acknowledges that the original certificate or certificates representing all the GSR Shares will be held by GSR, and other amounts payable with respect thereto, as will be released upon the receipt from Anvil of one manually signed and completed copy of the Closing Date (assuming that such Debt was repaid in full on that date), (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion certificate attached hereto and its Subsidiaries prepared marked as Schedule "G". GSR will take all other action required to constitute and evidence Anvil as the holder of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation of the Purchase PriceGSR Shares. The Final Statement and the calculation delivery of the Purchase Price such GSR Shares shall be binding upon the parties to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days after its against receipt of the Final Statement, specifying in reasonable detail the nature BGL Debt and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice BGL Agreements from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03Anvil. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Buyer shall deliver to Seller an amount equal to the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such payment, in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller prior to the due date thereof. (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Seller shall reimburse to Buyer an amount equal to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereof.

Purchase Price. The Purchase Price shall equal the Closing Payment (net of any adjustment pursuant to Section 2.04) minus the UK Intra-Group Debt Amount plus the Earn-Out Payments, if any, to be paid by Buyer pursuant to Section 2.05. (a) As consideration for Subject to the Shares terms and conditions of this Agreement (including Section 2.03(c)), at the covenants and agreements of Seller set forth hereinClosing, Buyer shall deliver pay or cause to Seller at the Closing be paid to Seller, in immediately available funds to be delivered by wire transfer (to a one or more bank account accounts designated in writing by Seller at least three business days prior to the Closing Date Date, cash in writing by Seller) an amount (the "Purchase Price") U.S. dollars equal to Five Hundred Seventy Three Million Dollars ($573,000,000) less the sum of: (i) $165,000,000 (the greater of “Closing Payment”) and (Aii) all Debt plus or minus an estimate, prepared by Seller and other amounts outstanding under the Existing Orion Credit Facility on December 31, 1996, net of cash on hand of the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility on delivered to Buyer at least three business days prior to the Closing Date, net of cash on hand of any adjustment to the Entertainment Companies on Closing Payment under Section 2.04, (iii) minus the Seller Transaction Expenses and (iv) minus an estimate, prepared by Seller and delivered to Buyer at least three business days prior to the Closing Date; plus (ii) unpaid interest , of the Bonus Adjustment Amount calculated by reference to the closing price of U.S. Seller’s common stock on Debt under the Existing Orion Credit Facility accrued to, but not including, New York Stock Exchange on the fourth business day prior to the Closing Date; plus Date (iii) the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt Closing Payment, as so adjusted, being hereinafter called the “Closing Date Amount”). Seller shall provide Buyer with reasonable access to such information used by Seller in its calculation of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid interest on Date Amount and Seller shall consider in good faith any comments Buyer may have with respect to such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, calculation prior to the Closing Date. (b) Not later than three Business Days prior to the The Closing Date, Seller shall prepare and deliver to Buyer a statement (the "Preliminary Statement") containing (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon as of the Closing Date and other amounts that then will be payable with respect thereto, and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination of the Purchase Price shall be made (the "Preliminary Purchase Price"), which Preliminary Purchase Price Payment shall be subject to the adjustment as provided in Sections 2.03(d) and (e). (c) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Statement") containing (i) a schedule provisions of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect thereto, as of the Closing Date (assuming that such Debt was repaid in full on that date), (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation of the Purchase Price. The Final Statement and the calculation of the Purchase Price shall be binding upon the parties to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days after its receipt of the Final Statement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom Section 2.04 and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm shall be paid by Buyer and Seller allocated as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each described in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.032.06. (dc) If The payment by Buyer to Seller pursuant to Section 2.03(a) of a portion of the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition Closing Payment equal to the amount payable UK Intra-Group Debt Amount shall be deemed to Seller under Section 2.01(abe (i) of this Agreement, within five (5) Business Days after a loan from Buyer to the final determination of the Final Statement and the Purchase Price, Buyer shall deliver to Seller UK Transferred Company in an amount equal to the Unpaid BalanceUK Intra-Group Debt Amount, together with interest thereon at followed by (ii) the Reference Rate in effect from time to time from transfer by the Closing Date until the date UK Transferred Company of such payment, in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller prior to the due date thereof. (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Seller shall reimburse to Buyer an amount equal to the Overpayment, together with interest thereon at UK Intra-Group Debt Amount in satisfaction of the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereofUK Intra-Group Debt.

Purchase Price. (a) As In consideration for the Shares and the covenants and agreements of Seller set forth hereinPurchased Assets, Buyer shall deliver to Seller at assume the Closing in immediately available funds to be delivered by wire transfer (to a bank account designated at least three business days prior to the Closing Date in writing by Seller) Assumed Liabilities, and pay an amount (the "Purchase Price") equal to Five Hundred Seventy Three Thirty Million Dollars ($573,000,000) less the sum of: (i) the greater of (A) all Debt and other amounts outstanding under the Existing Orion Credit Facility on December 31, 1996, net of cash on hand of the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility on the Closing Date, net of cash on hand of the Entertainment Companies on the Closing Date; plus (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but not including, the Closing Date; plus (iii) the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, the Closing Date. (b) Not later than three Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement (the "Preliminary Statement") containing (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon as of the Closing Date and other amounts that then will be payable with respect thereto, and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date30,000,000). Based upon the Preliminary Statement, a preliminary determination of the Purchase Price shall be made (the "Preliminary Purchase Price"), which Preliminary The Purchase Price shall be subject to adjustment as provided in Sections 2.03(dfollows: (a) The following items shall be prorated between Seller and Buyer as of the Closing Date with respect to the Purchased Assets: power and utility charges, real and personal property taxes, rents (including percentage rents) prepaid leases and security deposits under Site Leases and payments and security deposits under Advertising Contracts. Prorations will be on a dollar-for-dollar basis based on the number of days of display before and after the Closing. Percentage rents shall be prorated as of the Closing Date. Any prorations not determined at the Closing shall be prorated on the basis of the most current information available at Closing. On the Closing Date, Seller shall provide to Buyer a list of items and the prorations required by this Section 2.6(a) ("Preliminary Adjustment") and (ethe Purchase Price shall be adjusted accordingly. Seller agree to furnish Buyer with any documents or records in Seller's possession that may be needed for Buyer to confirm the adjustment and prorations in this Section 2.6(a). (cb) Within thirty ninety (3090) days after the Closing Date, Buyer shall will prepare and deliver provide to Seller a statement the final calculations of adjustments to the Purchase Price (the "Final StatementClosing Date Adjustment") containing (i) a schedule of total Debt outstanding ). On the 120th day after the Closing Date, all required refunds or payments under this Section 2.6, shall be made on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect thereto, as basis of the Closing Date Adjustment. (assuming that such Debt was repaid c) The parties agree to cooperate with each other in full on that date), (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion determining and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark reaching an agreement in writing on the Closing Date), and (iii) a calculation of the Purchase Price. The Final Statement and the calculation allocation of the Purchase Price shall be binding upon among the parties to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days after its receipt of the Final Statement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash Purchased Assets on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Buyer shall deliver to Seller an amount equal to the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such payment, in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller or prior to the due date thereofClosing. (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Seller shall reimburse to Buyer an amount equal to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereof.

Purchase Price. (a) As consideration for the Shares and the covenants and agreements of Seller set forth herein, Buyer shall deliver to Seller at the Closing in immediately available funds to be delivered by wire transfer (to a bank account designated at least three business days prior to the Closing Date in writing by Seller) an amount (the "Purchase Price") equal to Five Hundred Seventy Three Million Dollars ($573,000,000) less the sum of: (i) The total consideration to be paid by Buyer for the Interests (the “Purchase Price”) shall be an amount equal to the sum of $2,160,000,000 (the “Base Purchase Price”) plus the Post-Closing Payment Amount (as determined and paid in accordance with Section 2.1(c)). (ii) The Base Purchase Price shall be increased, dollar for dollar, by an amount equal to the total amount of the Working Capital as of the Measurement Time greater than the amounts set forth on Schedule 2.1(b)(ii) or decreased, dollar for dollar, by the amounts set forth on Schedule 2.1(b)(ii), in each case, for the applicable time period (the “Working Capital Adjustment Amount”). (iii) The Base Purchase Price shall be increased, dollar for dollar, by an amount equal to the total Cash of the Sale Entities as of the Measurement Time (the “Cash Adjustment Amount”). (iv) If the aggregate amount of capital expenditures (calculated in accordance with U.S. GAAP or regulatory accounting) paid in respect of the Sale Entities from January 1, 2023 until the Measurement Time exceeds or is less than the aggregate amounts of the capital expenditures in the budget set forth on Schedule 2.1(b)(iv) for the same time period, then the Base Purchase Price shall be increased or decreased, respectively, by the absolute value of such difference (the “Capital Expenditure Adjustment Amount”). (v) The Base Purchase Price shall be (A) all Debt and other amounts outstanding under increased by the Existing Orion Credit Facility on December 31, 1996, net of cash on hand absolute value of the Entertainment Companies on December 31Indebtedness Adjustment Amount, 1996if the Indebtedness Adjustment Amount is positive, or (B) all Debt and other amounts outstanding under decreased by the Existing Orion Credit Facility on the Closing Date, net of cash on hand absolute value of the Entertainment Companies on Indebtedness Adjustment Amount, if the Closing Date; plus (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but not including, the Closing Date; plus (iii) the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, the Closing DateIndebtedness Adjustment Amount is negative. (bvi) Not later than three The Base Purchase Price shall be adjusted, dollar for dollar, by the value of the net New Regulatory Assets/Liabilities of the Sale Entities as of the Measurement Time. If the amount of such New Regulatory Assets/Liabilities as of the Measurement Time is positive, the Base Purchase Price shall be increased by the amount of the New Regulatory Assets/Liabilities. If the amount of such New Regulatory Assets/Liabilities as of the Measurement Time is negative, the Base Purchase Price shall be decreased by the amount of the New Regulatory Assets/Liabilities. (vii) At least five (5) Business Days prior to the scheduled Closing Date, Seller shall prepare and deliver to Buyer a statement setting forth Seller’s good faith estimate of the Preliminary Post-Closing Payment Amount (the "Preliminary Statement") containing (i) a schedule of total Debt anticipated to be outstanding on the “Estimated Closing Date and an estimate of unpaid interest to be accrued thereon as of the Closing Date and other amounts that then will be payable with respect thereto, and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination of the Purchase Price shall be made (the "Preliminary Purchase Price"), which Preliminary Purchase Price shall be subject to adjustment as provided in Sections 2.03(d) and (ePayment Amount”). (cviii) Within thirty (30) days after Following ▇▇▇▇▇’s receipt of the Estimated Closing DatePayment Amount, Buyer and its agents, representatives and advisors shall prepare be permitted to review all books and deliver records, working papers, financial records and information of Seller related to the Estimated Closing Payment Amount and shall have such access to Seller’s personnel as may be reasonably necessary to permit Buyer to review in detail the manner in which the Estimated Closing Payment Amount was calculated and prepared. If ▇▇▇▇▇ notifies Seller a statement (in writing of an objection to the "Final Statement") containing (i) a schedule of total Debt outstanding on the Estimated Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect thereto, as Payment Amount or any of the Closing Date (assuming that such Debt was repaid amounts included in full on that date), (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation of the Purchase Price. The Final Statement and the calculation of the Purchase Price shall be binding upon the parties to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days after its receipt of the Final StatementEstimated Closing Payment Amount set forth therein, specifying in reasonable detail the nature and extent of such disagreement. If then Buyer and Seller mutually shall seek in good faith to agree upon to revisions to the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of Estimated Closing Payment Amount to resolve such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer objection and Seller are unable shall update and redeliver the Estimated Closing Payment Amount to resolve reflect any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03. (d) If the Preliminary Purchase Price is less agreements no later than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Buyer shall deliver to Seller an amount equal to the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such payment, in cash in Day immediately available funds by wire transfer to a bank account designated in writing by Seller prior to the due date thereofClosing Date. (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Seller shall reimburse to Buyer an amount equal to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereof.

Purchase Price. The purchase price for the Purchased Assets (the “Purchase Price”) shall equal a cash payment for the amount of Net Working Capital held by Seller on the Closing Date, subject to the procedure described in subsection (a) As consideration below to estimate and adjust the payment amount, together with a promissory note for the Shares and the covenants and agreements five million dollars ($5,000,000.00) as described in subsection (b) below. (a) Determination of Seller set forth herein, Buyer shall deliver to Seller at the Closing in immediately available funds to be delivered by wire transfer Estimated Net Working Capital. (to a bank account designated at least i) No later than three (3) business days prior to the Closing Date in writing by Seller) an amount (the "Purchase Price") equal Closing, Seller shall provide to Five Hundred Seventy Three Million Dollars ($573,000,000) less the sum of: Purchaser (i) an estimated balance sheet of Seller prepared in accordance with the greater of (A) all Debt books and other amounts outstanding under the Existing Orion Credit Facility on December 31, 1996, net of cash on hand records of the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility on the Closing Date, net of cash on hand of the Entertainment Companies on the Closing Date; plus (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but not including, the Closing Date; plus (iii) the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, the Closing Date. (b) Not later than three Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement (the "Preliminary Statement") containing (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon as of the Closing Date and other amounts that then will be payable with respect thereto, and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination of the Purchase Price shall be made (the "Preliminary Purchase Price"), which Preliminary Purchase Price shall be subject to adjustment as provided in Sections 2.03(d) and (e). (c) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect thereto, as of the Closing Date (assuming that such Debt was repaid in full on that date)Closing, (ii) a Sellers good faith calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared the Net Working Capital as of the Closing Date date of such balance sheet (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date“Estimated Net Working Capital”), and (iii) a calculation reasonable access during normal business hours and without undue disruption of the Purchase PriceBusiness to the appropriate Seller personnel and all supporting financial statements, work sheets and other documentation used to determine the Estimated Net Working Capital that are reasonably requested by Purchaser. The Final Statement As promptly as practicable but not later than one (1) Business Day prior to the Closing, Purchaser will identify any adjustments that it reasonably believes are required to such statements delivered by Seller. If Seller disputes any such adjustments, Purchaser and Seller will use all commercially reasonable efforts to resolve such dispute, after which Seller will re-deliver to Purchaser the calculation of the Purchase Price shall be binding upon statements with such adjustments as the parties to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days after its receipt of the Final Statement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller have agreed are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03appropriate. (dii) If On the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance")Closing Date, then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Buyer Purchaser shall deliver pay to Seller an amount equal to the Unpaid BalanceEstimated Net Working Capital (as adjusted), together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such as a cash payment, in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller prior to the due date thereof. (eiii) If Within fourteen days after Closing, Purchaser and Seller shall determine the Preliminary Final Net Working Capital Amount, fully reconciled to the sub-ledgers identified in Section 1.1(i), and Purchaser and Seller shall adjust the Purchase Price accordingly. In the event the Final Net Working Capital Amount is less than the Estimated Net Working Capital, Seller shall pay the difference to the Purchaser in cash, within thirty days after the Closing Date. In the event the Final Net Working Capital is greater than the Purchase Price (such Estimated Working Capital, the Purchaser shall pay the difference being referred to herein as an "Overpayment")the Seller in cash, then within five (5) Business Days thirty days after the final determination Closing Date. (iv) In the event there is a dispute between the parties as to the amount of the Final Statement Net Working Capital Amount, the procedures for a dispute resolution contained in Section 9.5 shall apply. (b) Purchaser’s promissory note shall be secured by a second lien position for the Assets of the Business operation, bear interest at 8% per annum, and shall be payable in four (4) installments, with 25% of the remaining principal balance and interest paid at the end of year one, 33% of the remaining principal balance and interest paid at the end of year two, 50% of the remaining principal balance and interest paid at the end of year three, and the Purchase Priceremaining principal and interest paid at the end of year four (the “Promissory Note”). Seller agrees to take all reasonable post-closing steps necessary, Seller shall reimburse if any, to Buyer an amount equal subordinate its claims to the Overpayment, together with interest thereon at Assets of the Reference Rate in effect from time Business to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereofany senior lender.

Purchase Price. (a) As consideration for Subject to adjustment and credits as otherwise specified in this Section 2.4 and elsewhere in this Agreement, the Shares and the covenants and agreements of Seller set forth herein, Buyer shall deliver to Seller at the Closing in immediately available funds to be delivered by wire transfer (to a bank account designated at least three business days prior to the Closing Date in writing by Seller) an amount purchase price (the "Purchase Price") to be paid by Purchaser to Seller for the Property shall be that amount equal to Five Hundred Seventy Three Million Dollars EIGHT MILLION ONE HUNDRED SEVENTY-FIVE THOUSAND AND NO/100 DOLLARS ($573,000,0008,175,000.00 U.S.). The Purchase Price shall be paid by Purchaser to Seller at the Closing as follows: (a) less The ▇▇▇▇▇▇▇ Money shall be paid by Escrow Agent to Seller at Closing; and (b) At Closing, the sum of: balance of the Purchase Price, after applying, as partial payment of the Purchase Price, the ▇▇▇▇▇▇▇ Money paid by Escrow Agent to Seller (i) the greater exclusive of (A) all Debt any interest thereon which shall be paid to Purchaser), and subject to prorations and other amounts outstanding under adjustments specified in this Agreement, shall be paid by Purchaser in immediately available funds to the Existing Orion Credit Facility Title Company, for further delivery to an account or accounts designated by Seller. If the Closing occurs, but the amount due from Purchaser pursuant to this Agreement is not received by Seller on December 31or before 4:00 p.m. local Atlanta, 1996Georgia, net of cash time on hand of the Entertainment Companies on December 31, 1996, Closing Date or (Bif later than 4:00 p.m. local Atlanta, Georgia time) all Debt and other amounts outstanding under the Existing Orion Credit Facility in sufficient time for reinvestment by Seller in Atlanta, Georgia, on the Closing Date, net Purchaser shall reimburse Seller for loss of cash on hand of interest due to the Entertainment Companies inability to reinvest Seller's funds on the Closing Date; plus , calculated at the rate of two percent (ii2%) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but not including, the Closing Date; plus per annum (iii) the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, the Closing Date. (b) Not later than three Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement (the "Preliminary Statement") containing (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon as of the Closing Date and other amounts that then will be payable with respect thereto, and (ii) an estimate of cash that would be reflected calculated on a consolidated balance sheet of Orion and its Subsidiaries prepared as of per diem basis, using a 365-day year); provided, however, that if the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination of the Purchase Price shall be made (the "Preliminary Purchase Price"), which Preliminary Purchase Price shall be subject to adjustment as provided in Sections 2.03(d) and (e). (c) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect thereto, as of the Closing Date (assuming that such Debt was repaid in full on that date), (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation of the Purchase Price. The Final Statement and the calculation of the Purchase Price shall be binding upon the parties to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days after its receipt of the Final Statement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice amount due from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected Purchaser has not been received by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Buyer shall deliver to Seller an amount equal to the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such payment, in cash Title Company in immediately available funds by wire transfer to a bank account designated in writing by Seller prior to the due date thereof. close of business on such day (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"local Atlanta, Georgia time), then within five (5) Business Days after the final determination Purchaser shall be in default hereunder, and Seller may exercise any and all remedies available to Seller on account of such default. The provisions of the Final Statement and preceding sentence of this Section 2.4(b) shall survive the Purchase Price, Seller shall reimburse to Buyer an amount equal to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereofClosing.

Purchase Price. (a) As consideration for the Shares and the covenants and agreements of Seller set forth herein, Buyer shall deliver to Seller at the Closing in immediately available funds to be delivered by wire transfer (to a bank account designated at least three business days prior to the Closing Date in writing by Seller) an amount The aggregate purchase price (the "Aggregate Purchase Price") for the Purchased Interests shall be an amount equal to Five Hundred Seventy Three Million Dollars ($573,000,000) less the sum of: : (ia) $530,000,000 in cash; (b) plus, the aggregate amount of all Cash held by the Company and its Subsidiaries as of immediately prior to the Closing; (c) less, the amount of Indebtedness as of immediately prior to the Closing; (d) plus, the amount, if any, by which estimated Net Working Capital as of immediately prior to the Closing, is greater than Target Working Capital; (e) less, the amount, if any, by which estimated Net Working Capital as of immediately prior to the Closing, is less than Target Working Capital; (Af) all Debt and other amounts outstanding under less, the Existing Orion Credit Facility amount, if any, of any unpaid Company Transaction Expenses to be paid at the Closing; and (g) less, the amount, if any, by which the sum (on December 31, 1996, net of cash on hand a cumulative basis) of the Entertainment Companies aggregate amount spent by the Company and its Subsidiaries during the period beginning on December 31the date hereof and ending on the Closing Date for capital expenditures plus all accruals included in Net Working Capital with respect to any capital expenditures, 1996is less (on a cumulative basis) than the aggregate amount specified in the capital expenditures budget plan set forth on Schedule 6.1(n) to be spent by the Company and its Subsidiaries on capital expenditures during the period beginning on the date hereof and ending on the Closing Date (the “Capital Expenditure Adjustment”); it being understood and agreed that (x) with respect to any quarterly, monthly or other period specified in the plan set forth on Schedule 6.1(n), amounts spent during any such period (Band any accruals therefor included in Net Working Capital) all Debt in excess (on a cumulative basis) of the amount specified in the plan set forth on Schedule 6.1(n) to be spent during such period shall be applied to reduce any shortfall (if any) in any other period specified in such plan with respect to the period beginning on the date hereof and other amounts outstanding under the Existing Orion Credit Facility ending on the Closing Date, net of cash on hand of the Entertainment Companies on and (y) if the Closing Date; plus (iioccurs during any particular period specified in the plan set forth on Schedule 6.1(n) unpaid interest on Debt under that is not the Existing Orion Credit Facility accrued to, but not including, the Closing Date; plus (iii) the greater last day of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, the Closing Date. (b) Not later than three Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement (the "Preliminary Statement") containing (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon as of the Closing Date and other amounts that then will be payable with respect thereto, and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination of the Purchase Price shall be made (the "Preliminary Purchase Price"), which Preliminary Purchase Price shall be subject to adjustment as provided in Sections 2.03(d) and (e). (c) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect thereto, as of the Closing Date (assuming that such Debt was repaid in full on that date), (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation of the Purchase Price. The Final Statement and the calculation of the Purchase Price shall be binding upon the parties to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days after its receipt of the Final Statement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm")then, and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of clause (g), the Selected Firm amount specified in the plan set forth on Schedule 6.1(n) to be spent in such period shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03pro rated. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Buyer shall deliver to Seller an amount equal to the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such payment, in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller prior to the due date thereof. (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Seller shall reimburse to Buyer an amount equal to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereof.

Purchase Price. Subject to adjustments to reflect proration of all taxes and assessments, utility bills, and all other ongoing costs of operating the Station, the Purchase Price shall be the C2 Purchase Price or the C3 Purchase Price (as such terms are defined below), determined as follows: (a) As consideration for If, as of the Shares and the covenants and agreements of Seller set forth herein, Buyer shall deliver to Seller at the Closing in immediately available funds to be delivered by wire transfer (to a bank account designated at least three business days prior to the Closing Date in writing by Seller) an amount date (the "Purchase PriceClosing Date") equal of the closing (the "Closing") of the transactions contemplated under the Purchase Agreement, the FCC shall have approved an application or other filing granting, on the terms and conditions requested, the allocation of a Class C2 channel to Five Hundred Seventy Three Hobe Sound or Jupiter, Florida for the operation of the Station (the "Upgrade Event") and such approval is not subject to administrative or judicial review (a "Final Consent"), the purchase price shall be Eleven Million Dollars ($573,000,00011,000,000.00) less or the sum of: (i) the greater of (A) all Debt and other amounts outstanding under the Existing Orion Credit Facility on December 31, 1996, net of cash on hand appraised value of the Entertainment Companies on December 31Station operating pursuant to Program Test Authority or-a License as a Class C2 facility (the "C2 Appraised Value"), 1996whichever is less (the "C2 Purchase Price"), or (B) all Debt and other amounts outstanding under payable at the Existing Orion Credit Facility on the Closing Date, net of cash on hand of the Entertainment Companies on the Closing Date; plus (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but not including, the Closing Date; plus (iii) the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, the Closing DateClosing. (b) Not later than three Business Days prior to If, as of the Closing Date, Seller a Final Consent approving the Upgrade Event has not been granted, Buyer shall prepare and deliver pay at the Closing, subject to Buyer delivery of the Escrow Fund, Seven Million Dollars ($7,000,000.00) or the appraised value of the Station operating pursuant to Program Test Authority or a statement License as a Class C3 facility (the "Preliminary StatementC3 Appraised Value"), whichever is less (the "C3 Purchase Price"). Within five business days after a Final Consent approving the Upgrade Event, Buyer shall make an additional payment to Seller (the "Upgrade Payment") containing (i) a schedule of total Debt anticipated to be outstanding on in the Closing Date and an estimate of unpaid interest to be accrued thereon as amount of the Closing Date difference between the C2 Purchase Price and other amounts that then will be payable with respect theretothe C3 Purchase Price. If a Final Consent approving the Upgrade Event is not granted, and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination of the Purchase Price shall be made (deemed to be the "Preliminary Purchase Price"), which Preliminary C3 Purchase Price and Buyer shall be subject have no obligation to adjustment as provided in Sections 2.03(d) and (e)pay any additional amounts with respect thereto. (c) Within thirty The C2 Appraised Value and the C3 Appraised Value shall be the fair market value of the Station (30exclusive of debt or other discounts) days after the Closing Dateoperating as a Class C2 facility or a Class C3 facility, Buyer shall prepare and deliver to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect theretorespectively, as determined by an appraiser selected by Seller, upon the consent of the Closing Date (assuming that such Debt was repaid in full on that date)Buyer, (ii) a calculation of cash on hand that would which consent shall not be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as unreasonably withheld or delayed. The appraisal to determine the value of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) Station as a calculation of the Purchase Price. The Final Statement and the calculation of the Purchase Price Class C2 or Class C3 facility shall be binding upon the parties to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days after its receipt of the Final Statement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Buyer shall deliver to Seller an amount equal to the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such payment, in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller performed prior to the due date thereof. (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after the final determination filing of the application to approve Seller's assignment of its FCC permits or licenses to Buyer. If a Final Statement and Consent approving the Purchase PriceUpgrade Event shall not have been granted at the time of the filing of said application, Seller shall reimburse cause the appraiser selected in accordance with this paragraph (c) to Buyer an amount equal to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to establish both a bank account designated in writing by Buyer prior to the due date thereofC2 Appraised Value and a C3 Appraised Value.

Purchase Price. The purchase price to be paid by Acquirors for the Purchased Assets (“Purchase Price”) shall consist of: (a) As consideration for the Shares and the covenants and agreements of Seller set forth herein, Buyer shall deliver to Seller a payment in Immediately Available Funds at the Closing in immediately available funds to be delivered by wire transfer (to a bank account designated at least three business days prior to the Closing Date in writing by Seller) an amount (the "Purchase Price") equal to Five Hundred Seventy Three of One Million Dollars ($573,000,0001,000,000) (the “Closing Payment”), less the sum of: Escrow Deposit (as described in Section 1.8 below) and the Accrued PTO Adjustment (as described in Section 1.10(b) below) (the “Adjusted Closing Payment”); (b) earnout payments, if any, payable as follows and in accordance with the provisions set forth below: (i) an earnout payment (“Earnout Payment”), which shall be payable to Seller and shall be equal to (i) six and one half (6.5) times the greater of (A) all Debt and other amounts outstanding under the Existing Orion Credit Facility on December 31, 1996, net of cash on hand Profit of the Entertainment Companies on December 31, 1996, or Earnout Business (as defined in Exhibit B) all Debt and other amounts outstanding under during the Existing Orion Credit Facility on Earnout Measurement Period (as defined in Exhibit B) for the first One Million Three Hundred Fifty Thousand Dollars ($1,350,000) of the Profit of the Earnout Business, plus one (1) times the Profit of the Earnout Business for any Profit of the Earnout Business in excess of One Million Three Hundred Fifty Thousand Dollars ($1,350,000)), minus (ii) the amount of the Closing DatePayment; which Earnout Payment, net of cash on hand if any, will be paid by Acquirors in Immediately Available Funds within one hundred five (105) days of the Entertainment Companies on completion of the Closing DateEarnout Measurement Period, unless the Earnout Payment is subject to the Earnout Procedures set forth in Section 1.5, in which case the time frames set forth in Section 1.5 will apply. A description of the calculation methodology for the Earnout Payment is set forth in Exhibit B, ; and (ii) a supplemental earnout payment (“Supplemental Earnout Payment”), which shall be payable to Seller and shall be equal to (i) six and one half (6.5) times the Profit of the Earnout Business during the Supplemental Earnout Measurement Period (as defined in Exhibit B) for the first One Million Three Hundred Fifty Thousand Dollars ($1,350,000) of the Profit of the Earnout Business, plus one (1) times the Profit of the Earnout Business for any Profit of the Earnout Business in excess of One Million Three Hundred Fifty Thousand Dollars ($1,350,000), plus (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued toTuck-in Acquisition Payment (as defined in Exhibit B), but not including, the Closing Date; plus minus (iii) the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt sum of the Entertainment Companies Closing Payment and the Earnout Payment; which Supplemental Earnout Payment, if any, will be paid by Acquirors in Immediately Available Funds within one hundred five (other than Debt outstanding under 105) days of the Existing Orion Credit Facility on completion of the Closing Date) outstanding on Supplemental Earnout Measurement Period, unless the Closing DateSupplemental Earnout Payment is subject to the Earnout Procedures set forth in Section 1.5, in which case the time frames set forth in Section 1.5 will apply; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, the Closing Date.and (bc) Not later than three Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement (the "Preliminary Statement") containing (i) a schedule of total Debt anticipated to be outstanding assumption by Acquirors on the Closing Date and an estimate of unpaid interest to be accrued thereon as of the Closing Date Assumed Liabilities (as defined in Section 1.11), pursuant to the terms of a ▇▇▇▇ of Sale, Assignment and other amounts that then will be payable with respect thereto, Assumption Agreement in substantially the form agreed to by Acquirors and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination of the Purchase Price shall be made Selling Group (the "Preliminary Purchase Price"“▇▇▇▇ of Sale”), which Preliminary Purchase Price shall be subject to adjustment as provided in Sections 2.03(d) and (e). (c) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect thereto, as of the Closing Date (assuming that such Debt was repaid in full on that date), (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation of the Purchase Price. The Final Statement and the calculation of the Purchase Price shall be binding upon the parties to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days after its receipt of the Final Statement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to The Closing Payment may be reduced by the amount payable to Seller under of any payment for malpractice tail coverage for the Transferred Providers as applicable and as contemplated in Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Buyer shall deliver to Seller an amount equal to the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such payment, in cash in immediately available funds by wire transfer to a bank account designated in writing 5.8 that is not paid by Seller prior to or at Closing (the due date thereof. (e) If the Preliminary Purchase Price is greater than the Purchase Price (“Tail Withhold”). Any such difference being referred Tail Withhold shall be reimbursed to herein as an "Overpayment"), then within five (5) Business Days after the final determination Seller in Immediately Available Funds at such time that Seller produces evidence of the Final Statement malpractice tail coverage and the Purchase Price, Seller shall reimburse to Buyer an amount equal payment for such coverage according to the Overpaymentterms described in Section 5.8. Notwithstanding the foregoing, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of should Seller not produce such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer evidence prior to or at Closing, Acquirors shall procure such tail coverage on behalf Seller’s Providers and shall remit the due date thereofTail Withhold to the relevant malpractice carrier or broker.

Purchase Price. (a) As consideration A. The purchase price for the Shares and the covenants and agreements of Seller set forth herein, Buyer shall deliver to Seller at the Closing in immediately available funds to be delivered by wire transfer (to a bank account designated at least three business days prior to the Closing Date in writing by Seller) an amount Assets (the "Purchase Price") equal to Five Hundred Seventy Three Million Dollars ($573,000,000) less shall be the sum of: of the (i) Net Tangible Asset Value (as defined in Section 2.2(B) below), (ii) an amount equal to the greater of cash transferred to Purchaser by Seller and referenced in Section 2.1(B)(12) hereof plus $50,000, (Aiii) all Debt and other amounts outstanding under the Existing Orion Credit Facility on December 31, 1996, net of cash on hand promissory note in the amount of the Entertainment Companies on December 31outstanding principal balance, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility on as of the Closing Date, net of cash on hand of the Entertainment Companies on Lufkin Debt in the Closing Date; plus form of Exhibit 2.2(A)(1) hereto (iithe "Consideration Note") unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but not including, the Closing Date; plus (iii) the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus and (iv) unpaid interest the total amount of Earn-Out Payments (as defined in Section 2.2(C)(2)(a) below). At the Closing, Purchaser and Seller shall complete and execute a certificate setting forth their best estimate of the Net Tangible Asset Value based on such Debt the April Balance Sheet (other than the Existing Orion Credit Facility) accrued to, but not including, the Closing Date"Estimated Net Tangible Asset Value"). (b1) Not later than three Business Days prior to the Closing Date, Seller shall cause KPMG Peat Marwick to prepare and deliver to Buyer a in accordance with GAAP an audited statement (the "Preliminary Statement") containing (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon as of the Closing Date and other amounts that then will be payable with respect thereto, and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared net assets acquired as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller the "Closing Date Statement of all capital stock of Landmark on the Closing DateNet Assets"). Based upon Not later than the Preliminary Statement, a preliminary determination of the Purchase Price shall be made (the "Preliminary Purchase Price"), which Preliminary Purchase Price shall be subject to adjustment as provided in Sections 2.03(d) and (e). (c) Within thirty (30) days sixtieth day after the Closing Date, Buyer shall prepare and deliver to Seller a statement the final Net Tangible Asset Value (the "Final StatementNet Tangible Asset Value") containing (i) a schedule as of total Debt outstanding on the Effective Time of Closing shall be determined from such Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect thereto, as Statement of Net Assets. The Seller shall deliver to Purchaser a copy of the Closing Date (assuming that such Debt was repaid in full on that date), (ii) Statement of Net Assets and a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of certificate setting forth the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Final Net Tangible Asset Value. Purchaser shall within 20 days following receipt from Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation of the Purchase Price. The Final Statement and the calculation of the Purchase Price shall be binding upon the parties Final Net Tangible Asset Value accept or provide a written objection to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days after its receipt of the Final Statement, specifying in reasonable detail the nature and extent of such disagreementNet Tangible Asset Value. If Buyer Purchaser objects to the Final Net Tangible Asset Value, then Purchaser and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of shall cooperate in good faith to reach a mutual agreement as to such notice from Buyer, such agreement shall be binding upon the parties to this Agreementamount. If Buyer Purchaser and Seller are unable to resolve agree on any component of Final Net Tangible Asset Value within 20 days after Purchaser's written objection, then such disagreement within such period, the disagreement dispute shall be referred for final determination to an resolved by a nationally recognized independent accounting firm of national reputation selected mutually agreed upon by the mutual agreement of Buyer Purchaser and Seller (the "Selected Firm")Seller, and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price whose determination shall be final and binding upon binding. Such independent accounting firm will not be the parties hereto for purposes principal accounting firm used by either Seller or Purchaser. All costs and fees of this Agreement. The fees and disbursements of the Selected Firm such independent accounting firm shall be paid shared equally by Buyer Purchaser and Seller as Seller. Not later than (i) the Selected Firm shall determine based upon its assessment of 80th day after the relative merits of Closing Date or (ii) if the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03. (d) If the Preliminary Purchase Price Final Net Tangible Asset Value is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, disputed within five (5) Business Days after days following resolution of such dispute, Purchaser and Seller shall adjust the final determination principal amount of the Final Statement and the Purchase Price, Buyer shall deliver to Seller Subordinated Note by an amount equal necessary to compensate for the Unpaid Balanceincrease or decrease, together with interest thereon at respectively, in the Reference Rate in effect from time to time Final Net Tangible Asset Value from the Closing Date until the date of such payment, in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller prior to the due date thereofEstimated Net Tangible Asset Value. (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Seller shall reimburse to Buyer an amount equal to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereof.

Purchase Price. (a) As consideration for the Shares and the covenants and agreements of Seller set forth herein, Buyer shall deliver to Seller at the Closing in immediately available funds to be delivered by wire transfer (to a bank account designated at least three business days prior to the Closing Date in writing by Seller) an amount The purchase price (the "Purchase Price") equal to Five Hundred Seventy Three Million Dollars for the Securities will be: ($573,000,0001) less 68,292 shares of common stock in SEACOR SMIT Inc. (trading symbol CKH-NYSE) (as such shares may be subsequently adjusted for stock splits, reverse stock splits, stock dividends, and any shares of stock issued as a result of a merger of SEACOR SMIT Inc. and another entity in which SEACOR SMIT Inc. is not the sum of: (i) the greater of (A) all Debt and other amounts outstanding under the Existing Orion Credit Facility on December 31, 1996, net of cash on hand of the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility on the Closing Date, net of cash on hand of the Entertainment Companies on the Closing Date; plus (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but not includingsurviving entity, the Closing Date; plus (iii) the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to"Seacor Shares"), but not including, the Closing Date.and (b2) Not later than three Business Days prior Seller will have the opportunity to the Closing Date, Seller shall prepare and deliver to Buyer a statement receive additional consideration (the "Preliminary StatementEarnout") containing (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon as based upon certain performance standards of the Company during the 24 month period after Closing Date and other amounts that then will be payable with respect thereto, and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination of the Purchase Price shall be made (the "Preliminary Purchase PriceEarnout Period"), which Preliminary Purchase Price . The Earnout shall be based on the improvement in performance from a base EBITDA and shall be equal to 50% of the excess of "Earnout EBITDA" (as hereinafter defined) for the Earnout Period over the "Base EBITDA" (as hereinafter defined) for the Earnout Period, subject to adjustment a minimum payment of $250,000 and a maximum payment of $900,000, as provided in Sections 2.03(d) and (e). adjusted pursuant to the provisions of subparagraph (c) Within thirty (30) days after below. "Earnout EBITDA" shall mean the Closing Date, Buyer EBITDA for the Company for the Earnout Period derived from the Company's existing operations and shall prepare and deliver to Seller a statement (exclude earnings derived from investments in additional equipment or acquisitions for the "Final Statement") containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect thereto, as Company. If any of the Closing Date (assuming that such Debt was repaid in full on that date), (ii) a calculation of cash on hand that would be reflected Company's equipment is sold during the Earnout Period the parties will adjust the Earnout EBITDA on a consolidated balance sheet of Orion mutually agreeable basis. "Base EBITDA" shall mean $5,600,000 and its Subsidiaries prepared shall be calculated in the same manner as Earnout EBITDA. Within 45 days following the end of the Closing Date (adjustedEarnout Period, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation of the Purchase Price. The Final Statement and Company will provide the calculation of the Purchase Price Earnout to the Seller and will provide any supporting documentation reasonably requested by the Seller. The Seller shall have 15 days from receipt thereof to review the calculations and approve the Earnout calculations. In the event that the Seller does not agree with the calculations, then the parties shall hire PricewaterhouseCoopers LLP to compute the Earnout. and that computation shall be binding upon the parties binding, final and not subject to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days after its receipt appeal or further review by either party. The payment of the Final Statement, specifying in reasonable detail Earnout will be delayed until such computation is complete. For the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of calculating the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), thenEarnout, in addition to the amount payable to Seller under Section 2.01(a) event of this Agreementa change in the Company's accounting policies, within five (5) Business Days after EBITDA will be calculated using the final determination of the Final Statement and the Purchase Price, Buyer shall deliver to Seller an amount equal to the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such payment, in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller prior to the due date thereofhistorical accounting policies. (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Seller shall reimburse to Buyer an amount equal to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereof.

Purchase Price. (a) As consideration for The purchase price of the Shares and the covenants and agreements of Seller set forth herein, Buyer shall deliver to Seller at the Closing in immediately available funds to be delivered by wire transfer (to a bank account designated at least three business days prior to the Closing Date in writing by Seller) an amount Assets (the "Purchase Price") will be equal to Five Hundred Seventy Three the sum of the following: A. The sum of Twenty-nine Million Dollars ($573,000,00029,000,000) less for the sum of: (i) Spokane Assets; B. The amount calculated by multiplying the greater of (A) all Debt Additional Assets by the amounts set forth on attached EXHIBIT C and other amounts outstanding under C. Cash in an amount equal to the Existing Orion Credit Facility on December 31Accounts Receivable, 1996, net of cash on hand which is defined as follows: i. The aggregate amount of the Entertainment Companies accounts receivable for the Service Area at the close of business on December 31, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility on day before the Closing Date, net less a provision for bad debt of cash 1% and 2% for the cost of capital associated with carrying the receivables, for a total adjustment of 3%. This amount will also be reduced by the total monthly recurring charges and feature revenues billed in advance allocable to the period on hand of the Entertainment Companies on or after the Closing Date; plus (ii) unpaid interest on Debt under , billed in the Existing Orion Credit Facility accrued toprior month, but not including, the Closing Date; plus (iii) the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility based on the Closing Date) outstanding on number of billing days in each ▇▇▇▇ cycle closing in the Closing Date; plus (iv) unpaid interest on such Debt (other than prior month, less the Existing Orion Credit Facility) accrued to, but not including, number of days between the ▇▇▇▇ cycle's prior month close date and the Closing Date. ii. The aggregate amount of usage (bminutes over plan) Not later than three Business Days and feature revenue billed in arrears on or after the Closing Date from subscribers in the Service Area, to the extent such revenue relates to any period prior the Closing Date (based on the number of days of the ▇▇▇▇ cycle falling on or before the Closing Date) will be added to the accounts receivable amount above when calculating the amount due for accounts receivable at the close of business the day before the Closing Date. iii. All credit balances at the close of business the day before the Closing Date will be credited to Manager without any reduction, including, without limitation, reduction for the 8% fee contemplated by Article 10 of the Management Agreement. The parties agree that, on or before the Closing Date, Seller shall prepare and deliver to Buyer a statement (the "Preliminary Statement") containing (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon insofar as it has not been calculated as part of the Closing Date and other amounts that then will be payable with respect theretoPurchase Price, and (ii) they shall determine an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination allocation of the Purchase Price shall be made (among the "Preliminary Purchase Price")Assets, which Preliminary Purchase Price shall allocation will be subject the result of arm's-length negotiations between the parties as to adjustment as provided in Sections 2.03(d) and (e). (c) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (price of each item or category of items of the "Final Statement") containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and unpaid interest thereonAssets, and other amounts payable neither party will make any claim or treat any item on its tax returns in a manner that is inconsistent with respect thereto, as of the Closing Date (assuming that such Debt was repaid in full on that date), (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation of the Purchase Price. The Final Statement and the calculation of the Purchase Price shall be binding upon the parties to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days after its receipt of the Final Statement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03allocation. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Buyer shall deliver to Seller an amount equal to the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such payment, in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller prior to the due date thereof. (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Seller shall reimburse to Buyer an amount equal to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereof.