MEANING OF
ARTICLE 9 OF THE UCC AND THE SELLER HEREBY GRANTS TO THE BUYER A "SECURITY
INTEREST" WITHIN THE MEANING OF ARTICLE 9 OF THE UCC IN ALL OF ITS RIGHT, TITLE
AND INTEREST IN, TO AND UNDER THE RELATED SALE ASSETS, NOW EXISTING AND
HEREAFTER CREATED, TO SECURE THE PROMPT AND COMPLETE PAYMENT OF A
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LOAN DEEMED TO HAVE BEEN MADE IN AN AMOUNT EQUAL TO THE PURCHASE PRICE OF SUCH
SALE ASSETS TOGETHER WITH ALL OF THE OTHER OBLIGATIONS OF THE SELLER HEREUNDER.
THE BUYER SHALL HAVE, IN ADDITION TO THE RIGHTS AND REMEDIES WHICH IT MAY HAVE
UNDER THIS AGREEMENT, ALL OTHER RIGHTS AND REMEDIES PROVIDED TO A SECURED
CREDITOR UNDER THE UCC AND OTHER APPLICABLE LAW, WHICH RIGHTS AND REMEDIES SHALL
BE CUMULATIVE. IN CONNECTION HEREWITH, THE BUYER SHALL BE PERMITTED TO FILE
PROTECTIVE UCC FINANCING STATEMENTS NECESSARY FOR THE BUYER TO HAVE A PERFECTED
SECURITY INTEREST IN THE SALE ASSETS IN THE EVENT OF AN INCONSISTENT
DETERMINATION (EACH A "PROTECTIVE FILING"). FURTHERMORE, AUTOMATICALLY UPON AN
INCONSISTENT DETERMINATION AND WITHOUT ANY FURTHER ACTION BY THE SELLER OR THE
BUYER, OR ANY AMENDMENT TO THIS AGREEMENT BEING REQUIRED, EACH REPRESENTATION OR
WARRANTY BY THE SELLER ATTESTING AS TO THE VALID CONVEYANCE OF SALE ASSETS SHALL
BE DEEMED TO BE A REPRESENTATION AND WARRANTY THAT THE SELLER HAS GRANTED THE
BUYER A VALID AND CONTINUING SECURITY INTEREST IN THE SALE ASSETS, FREE AND
CLEAR OF ALL LIENS.
Section 2.2.
Purchase
Price.
The purchase price for the Sale Assets sold to the Buyer by the Seller under
this Agreement shall be an amount equal to $3,594,354 (the "Purchase Price"),
which is made up of the sum of (a) for Sale Assets comprising Portfolio A,
$2,757,471, plus (b) for Sale Assets comprising Portfolio B, $836,883, in each
case to be paid in accordance with Section 2.3.
Section 2.3.
Payment of
Purchase Price.
(A)
THE PURCHASE PRICE FOR THE SALE ASSETS
SHALL BE PAID AS FOLLOWS: (I) $1,797,178.00 OF THE AGGREGATE PURCHASE PRICE
SHALL BE PAID TO THE SELLER ON THE CLOSING DATE IN IMMEDIATELY AVAILABLE FUNDS
TO THE ACCOUNTS SPECIFIED BY THE SELLER (WHICH SPECIFICATION SHALL BE FURNISHED
TO THE BUYER IN WRITING PRIOR TO THE CLOSING), OF WHICH $1,417,737.46 SHALL BE
PAID TO THE ACCOUNT SPECIFIED BY FAIR, $54,000.08 SHALL BE PAID TO THE ACCOUNT
SPECIFIED BY COCHRAN, AND $325,440.46 SHALL BE PAID TO THE ACCOUNT SPECIFIED BY
DURHAM, (II) $898,588.00 SHALL BE FINANCED BY THE SELLER AND PAID PURSUANT TO
THE TERMS OF THE NOTES, AND (III) THE BUYER SHALL TRANSFER TO THE SELLER ON THE
CLOSING DATE 2,496,077 SHARES OF COMMON STOCK, $0.01 PAR VALUE PER SHARE, OF
CLST HOLDINGS, INC. AT A DEEMED SALE PRICE OF $0.36 PER SHARE, OF WHICH
1,969,077 SHARES SHALL BE ISSUED TO FAIR, 75,000 SHARES SHALL BE ISSUED TO
COCHRAN, AND 452,000 SHARES SHALL BE ISSUED TO DURHAM, ALL FOR AN AGGREGATE
DEEMED PURCHASE PRICE FOR SUCH SHARES OF $898,588.00 (THE "PARENT STOCK").
(B)
UPON (I) THE PAYMENT