In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.

Input: Consider Input: Exhibit 1.1   400,000 Shares   BLUEROCK RESIDENTIAL GROWTH REIT, INC.   8.250% Series A Cumulative Redeemable Preferred Stock   AGENCY AGREEMENT   May 25, 2016   Compass Point Research & Trading, LLC 1055 Thomas Jefferson Street N.W. Suite 303 Washington, DC 20007   As Sales Agent   Dear Ladies and Gentlemen:   Bluerock Residential Growth REIT, Inc., a Maryland corporation (the Company), together with Bluerock Residential Holdings, L.P., a Delaware limited partnership for which the Company is the sole general partner (the Operating Partnership and together with the Company, the Transaction Entities) and BRG Manager, LLC, a Delaware limited liability company (the Manager), agrees that it may issue and sell through Compass Point Research & Trading, LLC, acting as agent (the Agent), up to a total of 400,000 shares (the Offered Shares) of its 8.250% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the Series A Preferred Stock) as set forth below. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this paragraph on the number of Offered Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Agent shall have no obligation in connection with such compliance.   Pursuant to the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership (the OP Agreement), as amended by that First Amendment to the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership, as further amended by that Second Amendment to the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership, as further amended by that Third Amendment to the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership and as further amended by the Fourth Amendment to the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership, upon receipt of the net proceeds of the sale of the Offered Shares on the Settlement Date (as defined below), the Company, through its wholly-owned subsidiary, Bluerock REIT Holdings, LLC, a Delaware limited liability company (Holdings LLC), will contribute such net proceeds to the Operating Partnership in exchange for a number of 8.250% Series A Cumulative Redeemable Preferred Units of partnership interest in the Operating Partnership (the Series A Preferred OP Units) that is equivalent to the number of Offered Shares to be sold (the Company Preferred OP Units).









  1. Representations and Warranties of the Transaction Entities.   (a) Representations and Warranties. The Transaction Entities, jointly and severally, represent and warrant to, and agree with, the Agent that:   (i) Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has filed with the Commission a registration statement on Form S-3 (No. 333-208956) covering the registration of the Offered Shares under the Act, including a base prospectus (the Base Prospectus). Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Act, including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Act, shall be referred to as the Registration Statement. Any registration statement filed by the Company pursuant to Rule 462(b) under the Act in connection with the offer and sale of the Offered Shares is called the Rule 462(b) Registration Statement, and from and after the date and time of filing of any such Rule 462(b) Registration Statement the term Registration Statement shall include the Rule 462(b) Registration Statement. As used herein, the term Prospectus shall mean the final prospectus supplement to the Base Prospectus dated the date hereof that describes the Offered Shares and the offering thereof (the Final Prospectus Supplement), together with the Base Prospectus, in the form first used by the Agent to meet requests of purchasers pursuant to Rule 173 under the Act. References herein to the Prospectus shall refer to both the prospectus supplement and the Base Prospectus components of such prospectus, including all documents incorporated or deemed to be incorporated by reference therein.   The Registration Statement has been declared effective under the Act. The Offered Shares all have been duly registered under the Act pursuant to the Registration Statement. The Company has complied, to the Commission's satisfaction, with all requests of the Commission for additional or supplemental information, if any. No stop order suspending the effectiveness of or use of the Registration Statement has been issued under the Act, and no order preventing or suspending the use of the Prospectus has been issued and no proceedings for any such purposes have been instituted and are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information from the Company in connection with the Registration Statement has been complied with. The Company meets the requirements for use of Form S-3 under the Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package (as defined below) and the Prospectus, at the time they were or hereafter are filed with the Commission, or became effective under the Exchange Act, as the case may be, complied and will comply (as applicable) in all material respects with the requirements of the Exchange Act.

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  For purposes of this Agreement:   430B Information, with respect to any registration statement, means information included in a prospectus and retroactively deemed to be a part of such registration statement pursuant to Rule 430B(b).   Act means the Securities Act of 1933, as amended.   Applicable Time means of the time of the sale of the Offered Shares pursuant to this Agreement.   Settlement Date has the meaning defined in Section 3 hereof.   Commission means the Securities and Exchange Commission.   Effective Time with respect to the Registration Statement, means the date and time as of which such Registration Statement was declared effective by the Commission.   Environmental Law means any federal, state or local law, statute, ordinance, rule, regulation, order, decree, judgment, injunction, permit, license, authorization or other binding requirement, or common law, relating to health, safety or the protection, cleanup or restoration of the environment or natural resources, including those relating to the distribution, processing, generation, treatment, storage, disposal, transportation, other handling or release or threatened release of Hazardous Materials.   Exchange Act means the Securities Exchange Act of 1934, as amended.   General Disclosure Package means the Prospectus, together with the information and free writing prospectuses, if any, identified in  Schedule A hereto. General Use Issuer Free Writing Prospectus means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors (other than a bona fide electronic road show, defined in Rule 433 (the Bona Fide Electronic Road Show)), as evidenced by its being so specified in Schedule A to this Agreement.   Hazardous Materials  means any material (including, without limitation, pollutants, contaminants, hazardous or toxic substances or wastes), the presence of which in the environment is prohibited, regulated or serves as the basis of liability as defined, listed or regulated by any Environmental Law.

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  Issuer Free Writing Prospectus means any issuer free writing prospectus, as defined in Rule 433, relating to the Offered Shares, including, without limitation, any free writing prospectus (as defined in Rule 405) relating to the Offered Shares that is (i) required to be filed with the Commission by the Company, (ii) a road show that is a written communication within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission, or (iii) exempt from filing with the Commission pursuant to Rule 433(d)(5)(i) because it contains a description of the Offered Shares or of the offering of the Offered Shares that does not reflect the final terms, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company's records pursuant to Rule 433(g).   Limited Use Issuer Free Writing Prospectus means any Issuer Free Writing Prospectus that is not a General Use Issuer Free Writing Prospectus.   A Registration Statement without reference to a time means such Registration Statement as of its Effective Time. For purposes of the foregoing definitions, 430B Information with respect to a Registration Statement shall be considered to be included in such Registration Statement as of the time specified in Rule 430B.   LTIP Units means the special units of partnership interest of the Operating Partnership having the rights, preferences and other privileges designated in Section 4.04 and elsewhere in the OP Agreement.   Rules and Regulations means the rules and regulations of the Commission.   Securities Laws means, collectively, the Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley), the Act, the Exchange Act, the Rules and Regulations, the auditing principles, rules, standards and practices applicable to auditors of issuers (as defined in Sarbanes-Oxley) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the rules of the NYSE MKT, LLC (the NYSE MKT) (Exchange Rules).   Statutory Prospectus means the Base Prospectus, as amended and supplemented immediately prior to the Applicable Time, including any document incorporated by reference therein and any prospectus supplement deemed to be a part thereof. For purposes of this definition, Rule 430B Information contained in a form of prospectus that is deemed retroactively to be a part of the Registration Statement shall be considered to be included in the Statutory Prospectus as of the actual time that such form of prospectus is filed with the Commission pursuant to Rule 424(b) under the Act.

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  Subsidiary or Subsidiaries means each of the entities listed on Schedule A, which i) comprise all of the subsidiaries of the Transaction Entities, including the entities in which the Operating Partnership owns, directly or indirectly, all of the membership interests; ii) hold assets and iii) such omitted entities are considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary within the meaning of Rule 1-02(w) of Regulation S-X.   Unless otherwise specified, a reference to a rule or Rule is to the indicated rule under the Act.   (ii) Compliance with Securities Act Requirements. (A) (1) At the Effective Time, (2) on the date of this Agreement and (3) on the Settlement Date, the Registration Statement or any post-effective amendment thereto complied and will comply in all respects to the requirements of the Act and the Rules and Regulations thereunder, and did not, does not and will not include any untrue statement of a material fact or omitted, omits or will omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (B) the Prospectus and each amendment or supplement thereto, as of their respective issue dates, complied and will comply in all material respects with the Act and the Rules and Regulations thereunder, and neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and at the Settlement Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The representations and warranties contained herein do not apply to statements in or omissions from any document discussed herein based upon written information furnished to the Company by the Agent specifically for use therein, it being understood and agreed that such information is only that described as such in Section 8(b) hereof (collectively, the Agent Information).   (iii) General Disclosure Package. As of the Applicable Time and on the Settlement Date, none of (A) the General Disclosure Package, (B) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package and/or (C) each road show, if any, when considered together with, and as may be corrected by, the General Disclosure Package, included, includes or will include any untrue statement of a material fact or omitted, omits or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus, Issuer Free Writing Prospectus or road show made in reliance upon and in conformity with the Agent Information.

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  (iv) Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and, to the extent not superseded or modified, at all subsequent times through the completion of the offer and sale of the Offered Shares did not, does not and will not include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement or the Prospectus. Each Issuer Free Writing Prospectus conformed, conforms or will conform in all respects to the requirements of the Act and the Rules and Regulations thereunder. The Company has not made any offer relating to the Offered Shares that would constitute an Issuer Free Writing Prospectus without the prior written consent of the Agent; provided that such consent is deemed to have been given with respect to each Issuer Free Writing Prospectus identified on Schedule A to this Agreement. The Company (A) has filed or will file each Issuer Free Writing Prospectus required to be filed with the Commission pursuant to the Act and the Rules and Regulations thereunder in accordance therewith and/or (B) has retained or will retain in accordance with the Act and the Rules and Regulations thereunder all Issuer Free Writing Prospectuses that were not required to be filed pursuant to the Act and the Rules and Regulations thereunder. The Company has made any Bona Fide Electronic Road Show in compliance with Rule 433(d)(8)(i) such that no filing of any road show (as defined in Rule 433(h)) is required in connection with the offering of the Series A Preferred Stock.   (v) Ineligible Issuer Status. As of the determination date referenced in Rule 164(h) under the Act, the Company was not, is not or will not be (as applicable) an ineligible issuer in connection with the offering of the Offered Shares pursuant to Rules 164, 405 and 433, including (x) the Company or its subsidiaries in the preceding three years not having been convicted of a felony or misdemeanor or having been made the subject of a judicial or administrative decree or order as described in Rule 405 and (y) the Company or its subsidiaries in the preceding three years not having been the subject of a bankruptcy petition or insolvency or similar proceeding, not having had a registration statement be the subject of a proceeding or examination under Section 8 of the Act and not being the subject of a pending proceeding under Section 8A of the Act in connection with an offering, all as described in Rule 405.   (vi) Good Standing of the Transaction Entities. The Company has been duly incorporated and is validly existing as a corporation under the laws of the State of Maryland and is in good standing with the State Department of Assessments and Taxation of Maryland, with the full corporate power and authority to own its properties and conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement to which it is a party; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, earnings, business, properties or prospects of the Transaction Entities and each of their respective Subsidiaries, taken as a whole (a Material Adverse Effect). The Operating Partnership has been duly formed and is validly existing as a limited partnership in good standing under the laws of the State of Delaware, with power and authority to own its properties and conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement to which it is a party; and the Operating Partnership is duly qualified to do business as a foreign organization in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, result in a Material Adverse Effect.

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  (vii) Subsidiaries. Each Subsidiary (including, without limitation, Holdings LLC) has been duly incorporated or organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with power and authority (corporate or other) to own its properties and conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus; and each Subsidiary is duly qualified to do business as a foreign corporation or organization in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, result in a Material Adverse Effect; all of the issued and outstanding capital stock, partnership interests or membership interests of each Subsidiary, including the outstanding LTIP Units of the Operating Partnership, has been duly authorized and validly issued and is fully paid and nonassessable (except with respect to future contributions as provided in the operating agreement or limited partnership agreement (or similar organizational document) of the applicable Subsidiary made subsequent to the date hereof); and the capital stock, membership interest, limited partnership interest or other equity interest of each Subsidiary held by the Transaction Entities or a Subsidiary, as applicable, is held as set forth on Schedule C hereto. The Transaction Entities, directly or indirectly through their respective Subsidiaries, hold good and marketable title to their equity interests in their respective Subsidiaries, in each case free and clear of any lien, encumbrance or security interest, except as described in the Registration Statement, the General Disclosure Package and the Prospectus, subject only to restrictions on transfer imposed under applicable U.S. federal and state securities laws and the limited liability company agreement, limited partnership agreement or other organizational document of each Subsidiary; and have not conveyed, transferred, assigned, pledged or hypothecated any of their respective equity interests in their Subsidiaries, in whole or in part, or granted any rights, options or rights of first refusal or first offer to purchase any of such interests or any portion thereof.

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  (viii) Subsidiaries of Transaction Entities. The Transaction Entities do not own or control, directly or indirectly, any corporation, association or other entity other than (i) the subsidiaries listed in Exhibit 21 to the Registration Statement, (ii) the subsidiaries not listed on Exhibit 21 but listed on Schedule A hereto, and (ii) such other entities omitted from Exhibit 21 which, when such omitted entities are considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary within the meaning of Rule 1-02(w) of Regulation S-X.   (ix) Authorization of the Agreement. This Agreement has been duly authorized, executed and delivered by each of the Transaction Entities and is enforceable against each Transaction Entity in accordance with the applicable terms contained herein.   (x) Shares. The Offered Shares and all outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus under the caption Capitalization, all outstanding shares of capital stock of the Company are, and when the Offered Shares have been delivered and paid for in accordance with this Agreement on the Settlement Date as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, such Offered Shares will be, validly issued, fully paid and nonassessable, will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Shares contained therein; the stockholders of the Company have no preemptive rights with respect to the Offered Shares; none of the outstanding shares of capital stock have been issued in violation of any preemptive or similar rights of any security holder; any forms of certificates used to represent the Offered Shares comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of the Company, and with any requirements of the NYSE MKT. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there are no outstanding (a) securities of the Company reserved for any purpose (other than certain outstanding common units of partnership interest in the Operating Partnership (the OP Units) and LTIP Units disclosed in the General Disclosure Package and the Prospectus), (b) securities or obligations of the Company convertible into or exchangeable for any shares of common stock, $0.01 par value per share, of the Company (the Common Stock), Series A Preferred Stock or shares of Series B Redeemable Preferred Stock outstanding, par value $0.01 per share (the Series B Preferred Stock), (c) warrants, rights or options to subscribe for or purchase from the Company any such shares of Common Stock, Series A Preferred Stock or Series B Preferred Stock or any such convertible or exchangeable securities or obligations or (d) obligations of the Company to issue or sell any shares of Common Stock, Series A Preferred Stock or Series B Preferred Stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or options. At the Settlement Date, should the maximum number of Offered Shares be sold, there will be 19,565,106 shares of Common Stock outstanding, 5,721,460 shares of Series A Preferred Stock outstanding, 1,169,881 LTIP Units outstanding, 5,721,460 Series A Preferred OP Units outstanding, warrants to purchase approximately 25,720 shares of Common Stock outstanding, approximately 1,286 shares of Series B Preferred Stock, approximately 1,286 Series B Preferred Units of partnership interest in the Operating Partnership (the Series B Preferred OP Units) and 19,870,674 OP Units outstanding, and each such class of securities conforms to the description set out in the Registration Statement, the General Disclosure Package and the Prospectus.

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  (xi) No Equity Awards. Except for grants (including those subject to issuance under the Management Agreement) disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company has not granted, to any person or entity a stock option or other equity-based award of or to purchase Common Stock, Series A Preferred Stock or Series B Preferred Stock pursuant to an equity-based compensation plan or otherwise.   (xii) OP Units and Preferred OP Units.   (1) OP Units. All outstanding OP Units have been duly authorized; all outstanding OP Units are validly issued and will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such OP Units contained therein; the holders of the outstanding OP Units have no preemptive rights with respect to the outstanding OP Units; none of the outstanding OP Units have been issued in violation of any preemptive or similar rights of any security holder; all outstanding OP Units have been issued and sold in compliance with all applicable federal and state securities laws. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there are no outstanding (a) securities of the Operating Partnership reserved for any purpose, (b) securities or obligations of the Operating Partnership convertible into or exchangeable or redeemable for any partnership interests of the Operating Partnership, (c) warrants, rights or options to subscribe for or purchase from the Operating Partnership any such partnership interests or any such convertible or exchangeable securities or obligations or (d) obligations of the Operating Partnership to issue or sell any partnership interests, any such convertible or exchangeable securities or obligations, or any such warrants, rights or options. There are 19,870,674 OP Units outstanding, of which the Company owns, directly or indirectly, 19,565,106 OP Units.

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  (2) Series A Preferred OP Units. All outstanding Series A Preferred OP Units have been duly authorized; all outstanding Series A Preferred OP Units are validly issued and will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Series A Preferred OP Units contained therein; the holders of the outstanding OP Units have no preemptive rights with respect to the outstanding Series A Preferred OP Units; none of the outstanding Series A Preferred OP Units have been issued in violation of any preemptive or similar rights of any security holder; all outstanding Series A Preferred OP Units have been issued and sold in compliance with all applicable federal and state securities laws. The Company Preferred OP Units have been duly authorized; when the Company Preferred OP Units have been delivered and paid for in accordance with the OP Agreement, the Company Preferred OP Units will be validly issued and will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Company Preferred OP Units contained therein; there are no outstanding preemptive rights with respect to the Company Preferred OP Units; none of the outstanding  Company Preferred OP Units have been issued in violation of any preemptive or similar rights of any security holder; all Company Preferred OP Units have been and will be, issued and sold in compliance with all applicable federal and state securities laws. There are 5,321,460 Series A Preferred OP Units outstanding, and at the Settlement Date, should all Offered Shares be sold pursuant to this Agreement, there will be 5,721,460 Series A Preferred OP Units outstanding, of which the Company will own, directly or indirectly, 100% of such Series A Preferred OP Units.    (3) Series B Preferred OP Units. All outstanding Series B Preferred OP Units have been duly authorized; all outstanding Series B Preferred OP Units are validly issued and will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Series B Preferred OP Units contained therein; the holders of the outstanding OP Units have no preemptive rights with respect to the outstanding Series B Preferred OP Units; none of the outstanding Series B Preferred OP Units have been issued in violation of any preemptive or similar rights of any security holder; all outstanding Series B Preferred OP Units have been issued and sold in compliance with all applicable federal and state securities laws. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there are no outstanding (a) securities of the Operating Partnership reserved for any purpose, (b) securities or obligations of the Operating Partnership convertible into or exchangeable or redeemable for any partnership interests of the Operating Partnership, (c) warrants, rights or options to subscribe for or purchase from the Operating Partnership any such partnership interests or any such convertible or exchangeable securities or obligations or (d) obligations of the Operating Partnership to issue or sell any partnership interests, any such convertible or exchangeable securities or obligations, or any such warrants, rights or options. As of the Settlement Date there are approximately 1,286 Series B Preferred OP Units outstanding, of which the Company owns, directly or indirectly, 100% of Series B Preferred OP Units.

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  (xiii) No Finder's Fee. Except for the Agent's discounts and commissions payable by the Company to the Agent in connection with the Offered Shares contemplated herein or as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there are no contracts, agreements or understandings that would give rise to a valid claim against the Company or the Agent for a brokerage commission, finder's fee or other like payment in connection with this offering.   (xiv) Registration Rights. Except as described in the Registration Statement, General Disclosure Package and the Prospectus, there are no contracts, agreements or understandings by either of the Transaction Entities or their respective Subsidiaries, on the one hand, and any person, on the other hand, granting such person the right to require either of the Transaction Entities or such Subsidiaries to file a registration statement under the Act with respect to any securities of either of the Transaction Entities or their respective Subsidiaries owned or to be owned by such person or to require either of the Transaction Entities or such Subsidiaries to include such securities in the securities registered pursuant to a Registration Statement or in any securities being registered pursuant to any other registration statement filed by either of the Transaction Entities or such Subsidiaries under the Act (collectively, Registration Rights).   (xv) Articles Supplementary. The articles supplementary of the Company designating the rights and preferences of the Offered Shares (the Articles Supplementary), comply with all applicable requirements under the Maryland General Corporation Law (the MGCL).

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  (xvi) Listing. The Offered Shares are registered under Section 12(b) of the Exchange Act, which registration will be maintained pursuant to Section 12(b) of the Exchange Act as of the Settlement Date; and the Company has applied for approval for the listing of the Offered Shares on the NYSE MKT and will receive such approval prior to the Settlement Date.   (xvii) Absence of Further Requirements. No consent, approval, authorization, or order of, or filing or registration with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement, the OP Agreement or any other agreements in connection with the offering, issuance and sale of the Offered Shares by the Company or the issuance and sale of the Company Preferred OP Units by the Operating Partnership or the performance of obligations hereunder or pursuant to the terms of the Offered Shares, except the filing of the Prospectus under the Act and a Form 8-K under the Exchange Act and except such as have been already obtained or as may be required under state securities laws, FINRA or the NYSE MKT.   (xviii) Title to Property. (1) The Transaction Entities hold, directly or indirectly through their respective Subsidiaries, good and marketable fee simple title to all of the real property described in the Registration Statement, the General Disclosure Package and the Prospectus and the improvements (exclusive of improvements owned by tenants, if applicable) located thereon (individually, a Property and collectively, the Properties), in each case, free and clear of all liens, encumbrances, claims, security interests, restrictions and defects, except such as are disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, or do not materially affect the value of such Properties as a whole and do not materially interfere with the use made and proposed to be made of such Properties as a whole by the Company; (2) except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, none of the Transaction Entities or any of their respective Subsidiaries owns any real property other than the Properties; (3) except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, the mortgages or deeds of trust that encumber certain of the Properties are not convertible into debt or equity securities of the Transaction Entities and their respective Subsidiaries and such mortgages and deeds of trust are not cross-defaulted with any loan not made to, or cross-collateralized to any property not owned directly or indirectly by, the Transaction Entities or their respective Subsidiaries; (4) each of the Properties complies with all applicable codes, laws and regulations (including without limitation, building and zoning codes, laws and regulations and laws relating to access to the Properties), except as would not individually or in the aggregate materially affect the value of the Properties or interfere in any material respect with the use made and proposed to be made of the Properties by the Transaction Entities; (5) except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities nor their respective Subsidiaries has received from any governmental authority any written notice of any condemnation of or zoning change affecting the Properties or any part thereof which if consummated would reasonably be expected to have a Material Adverse Effect on the Transaction Entities and their respective Subsidiaries, taken as a whole, and none of the Transaction Entities and their respective Subsidiaries know of any such condemnation or zoning change which is threatened and, in each case, which if consummated would reasonably be expected to have a Material Adverse Effect on the Transaction Entities and their respective Subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business; (6) no third party has an option or a right of first refusal to purchase any Property or any portion thereof or direct interest therein, except as such is set forth in the Registration Statement, the General Disclosure Package and the Prospectus; and (7) each of the Transaction Entities or one of its respective Subsidiaries has obtained an owner's title insurance policy, from a title insurance company licensed to issue such policy, on each Property that insures the Transaction Entities', the respective Subsidiary's fee interest in such Property.

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  (xix) Leases. (1) Each of the Transaction Entities or one of its Subsidiaries holds the lessor's interest under the applicable leases with any tenants occupying each Property (collectively, the Leases); (2) other than the Leases, none of the Transaction Entities or their respective Subsidiaries has entered into any agreements that would materially affect the value of the Properties as a whole or would materially interfere with the use made and proposed to be made of such Properties as a whole by the Transaction Entities; (3) none of the Transaction Entities, their respective Subsidiaries, or, to the Transaction Entities' knowledge, any other party to any Lease, is or, upon consummation of the transaction contemplated by this Agreement, will be in breach or default of any such Lease, except as to any such breach or default as would not have a Material Adverse Effect on the Transaction Entities and their respective Subsidiaries, taken as a whole; (4) no event has occurred or, to the Transaction Entities' knowledge, has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would, permit termination, modification or acceleration under such Lease, except as to any such default as would not have a Material Adverse Effect on the Transaction Entities and their respective Subsidiaries, taken as a whole; (5) each of the Leases is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity, except as would not have a Material Adverse Effect on the Transaction Entities or their respective Subsidiaries; and (6) none of the Transaction Entities, their respective Subsidiaries, or, to the Transaction Entities' knowledge, any other party to any Lease, is a party to any ground lease, sublease or operating sublease relating to any of their Properties.

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  (xx) Utilities. To the knowledge of the Transaction Entities and their respective Subsidiaries, water, stormwater, sanitary sewer, electricity and telephone service are all available at the property lines of each Property over duly dedicated streets or perpetual easements of record benefiting the applicable Property.   (xxi) Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this Agreement, and the issuance and sale of the Offered Shares by the Company (including the issuance of the Conversion Shares (as defined below)) and the issuance and sale of the Company Preferred OP Units by the Operating Partnership, and the use of net proceeds therefrom as contemplated by the Registration Statement, the General Disclosure Package and the Prospectus, will not result in a breach or violation of any of the terms or provisions of, or constitute a default or, to the extent applicable, a Debt Repayment Triggering Event (as defined below) under or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Transaction Entities or any of their respective Subsidiaries pursuant to (A) the Organizational Documents (as defined below) of the Transaction Entities or any of their respective Subsidiaries, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Transaction Entities or any of their respective Subsidiaries or any of their Properties, or (C) any agreement, lease, contract, indenture or other agreement or instrument to which the Transaction Entities or any of their respective Subsidiaries is a party or by which the Transaction Entities or any of their respective Subsidiaries is bound or to which any of the Properties of the Transaction Entities or any of their respective Subsidiaries is subject, and except in case of clause (B) only, for such defaults, violations, liens, charges or encumbrances that would not, individually or in the aggregate, result in a Material Adverse Effect.   A Debt Repayment Triggering Event means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any guarantee, note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the satisfaction, repurchase, redemption or repayment of all or a portion of such indebtedness by the Transaction Entities or any of their respective Subsidiaries.   The term Organizational Documents as used herein means (a) in the case of a trust, its declaration of trust and bylaws; (b) in the case of a corporation, its charter and bylaws; (c) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (d) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (e) in the case of any other entity, the organizational and governing documents of such entity.

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  (xxii) Absence of Existing Defaults and Conflicts. Neither of the Transaction Entities nor any of their respective Subsidiaries is (A) in violation of its respective Organizational Documents; (B) in default (or with the giving of notice or lapse of time would be in default) under any existing obligation, agreement, covenant or condition contained in any indenture, loan, contract, note, agreement, mortgage, lease or other agreement or instrument to which any of them is a party or by which any of them is bound or to which any of the properties of any of them is subject; or (C) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except in the case of clauses (B) and (C) above, for any such default or violation that would not, individually or in the aggregate, have a Material Adverse Effect.   (xxiii) Absence of Dividend Restriction. Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, (i) neither of the Transaction Entities nor any of their respective Subsidiaries is currently prohibited, restricted or limited in its respective ability to pay, directly or indirectly, distributions or dividends to its equity holders, limited partners, general partners or members, as applicable, (ii) no Subsidiary is prohibited, directly or indirectly, from repaying to the Transaction Entities any loans or advances to such Subsidiary from the Transaction Entities or from transferring any of such Subsidiary's property or assets to the Transaction Entities or any other Subsidiary and (iii) the Operating Partnership is not prohibited, directly or indirectly, from repaying to the Company any loans or advances to the Operating Partnership from the Company or from transferring any of the Operating Partnership's property or assets to the Company.   (xxiv) Possession of Licenses and Permits. The Transaction Entities and each of their respective Subsidiaries possess, and are in compliance with the terms of, all adequate certificates, authorizations, franchises, licenses and permits (Licenses) necessary or material to the conduct of the business now conducted or proposed in the Registration Statement, the General Disclosure Package and the Prospectus to be conducted by them and have not received any notice of proceedings relating to the revocation or modification of any Licenses that, if determined adversely to the Transaction Entities or any of their respective Subsidiaries, would, individually or in the aggregate, have a Material Adverse Effect.

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  (xxv) Absence of Labor Dispute. No labor dispute with the employees of the Transaction Entities or their respective Subsidiaries exists, except as described in the Registration Statement, General Disclosure Package or Prospectus, or, to the knowledge of the Transaction Entities, is imminent, which, in any such case, would, singly or in the aggregate, result in a Material Adverse Effect.   (xxvi) Possession of Intellectual Property. The Transaction Entities and their respective Subsidiaries have access to, adequate patents, patent rights, licenses, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property necessary to conduct the business now operated by them; and neither the Transaction Entities nor their respective Subsidiaries have received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect on the Transaction Entities and their respective Subsidiaries, taken as a whole.   (xxvii) Environmental Laws. Except as described in the Registration Statement, General Disclosure Package and the Prospectus and except as would not reasonably be expected to result, singly or in the aggregate, in a Material Adverse Effect, neither of the Transaction Entities nor any of their respective Subsidiaries (and, to the knowledge of the Transaction Entities, no tenant or subtenant of any Property or portion thereof owned or leased by the Transaction Entities or their respective Subsidiaries) is in violation of any Environmental Law, including relating to the release of Hazardous Materials, and there are no pending or, to the knowledge of the Transaction Entities, threatened administrative, regulatory or judicial actions, suits, demands, claims, liens, notices of noncompliance, investigations or proceedings relating to any such violation or alleged violation. There are no past or present events, conditions, circumstances, activities, practices, actions, omissions or plans that could reasonably be expected to give rise to any costs or liabilities to the Transaction Entities or any of their respective Subsidiaries under, or to interfere with or prevent compliance by the Transaction Entities or any of their respective Subsidiaries with, Environmental Laws, except as such would not have a Material Adverse Effect and would not have a material adverse effect on a Property or a prospective acquisition property described in the Prospectus, or any of their respective operations, financial results or value. There are no costs or liabilities associated with Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties) that would, singly or in the aggregate, have a Material Adverse Effect.

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  (xxviii) Accurate Disclosure. The statements in the Registration Statement, the General Disclosure Package and the Prospectus under the captions Prospectus Supplement Summary, Additional Material Federal Income Tax Considerations, Bluerock Residential Growth REIT, Inc., Description of the Securities We May Offer, Description of Capital Stock, Description of Depositary Shares, Description of Debt Securities, Description of Warrants, Description of Units, Book Entry Procedures and Settlement, Important Provisions of Maryland Corporate Law and Our Charter and Bylaws, Material Federal Income Tax Considerations, and Plan of Distribution, insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings and present the information required to be shown.   (xxix) Absence of Manipulation. None of the Transaction Entities, any of their respective Subsidiaries or any affiliates of the Transaction Entities, has taken, directly or indirectly, any action that is designed to or that has constituted or that would cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Offered Shares.   (xxx) Statistical and Market-Related Data. Any third-party statistical and market-related data included in the Registration Statement, the General Disclosure Package and the Prospectus are based on or derived from sources that the Transaction Entities believe to be reliable and accurate and, to the extent required, they have obtained written consent to use such data from such sources.   (xxxi) Compliance with the Sarbanes-Oxley Act. There is and has been no failure on the part of the Company or any of the Company's directors or officers, in their capacities as such, to comply in all material respects with any applicable provision of the Sarbanes-Oxley Act and the rules and regulations promulgated in connection therewith, including Section 402 related to loans and Sections 302 and 906 related to certifications.   (xxxii) Internal Controls. The Transaction Entities and each of their respective subsidiaries maintain (A) effective internal controls over financial reporting (as defined under Rule 13a-15 and Rule 15d-15 under the Exchange Act) and (B) a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, since the end of the Company's most recent audited fiscal year, there has been (i) no material weakness in the Company's internal control over financial reporting (whether or not remediated) and (ii) no change in the Company's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. Other than as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, since the date of the most recent balance sheet of the Company reviewed or audited by the Company's accountants, (i) the Audit Committee of the Board of Directors of the Company (the Board) has not been advised of (A) any significant deficiencies in the design or operation of internal controls that could adversely affect the ability of the Company to record, process, summarize and report financial data, or any material weaknesses in internal controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls of the Company, and (ii) there have been no significant changes in internal controls over financial reporting that has materially affected the Company's internal controls over financial reporting, including any corrective actions with regard to significant deficiencies and material weaknesses.

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  (xxxiii) Disclosure Controls. The Company and its subsidiaries maintain an effective system of disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15 under the Exchange Act) that complies with the requirements of the Exchange Act and that has been designed to provide reasonable assurances that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company's management as appropriate to allow timely decisions regarding required disclosure, and such disclosure controls and procedures are effective in all material respects to perform the functions for which they were established.   (xxxiv) XBRL. The interactive data in extensible Business Reporting Language included in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable thereto.

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  (xxxv) Litigation. Other than as described in the Registration Statement, General Disclosure Package and Prospectus, there are no pending actions, suits or proceedings (including any inquiries or investigations by any court or governmental agency or body, domestic or foreign) against or affecting the Transaction Entities or any of their respective Subsidiaries or Properties that, if determined adversely to the Transaction Entities or any of their respective Subsidiaries or Properties, would materially and adversely affect the ability of the Transaction Entities to perform their respective obligations under this Agreement, or which are otherwise material in the context of the sale of the Offered Shares; and no such actions, suits or proceedings (including any inquiries or investigations by any court or governmental agency or body, domestic or foreign) are threatened or, to the Transaction Entities' knowledge, contemplated against their respective Subsidiaries or the Properties.   (xxxvi) Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated subsidiaries included in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the financial position of the Company and its consolidated subsidiaries as of the dates indicated, and the balance sheet, statements of operations, changes in members' equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with GAAP applied on a consistent basis throughout the periods involved and comply with the Commission's rules and guidelines with respect thereto. The supporting schedules included in the Registration Statement, the General Disclosure Package and the Prospectus relating to the Company and its consolidated subsidiaries present fairly in accordance with GAAP the information required to be stated therein. The combined statements of revenue and certain expenses included in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related notes, comply with Rule 8-06 of Regulation S-X and present fairly in all material respects the revenue and certain expenses of the applicable Property for the periods specified; said financial statements have been prepared in conformity with GAAP applied on a consistent basis throughout the periods involved and comply with the Commission's rules and guidelines with respect thereto. The selected financial data and the summary financial information included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited, or unaudited as applicable, financial statements of the Company and its consolidated Subsidiaries included therein and comply with the Commission's rules and guidelines with respect thereto. The pro forma financial statements, if any, and the related notes thereto included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, comply with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement, the General Disclosure Package or the Prospectus under the Act or Rules and Regulations thereunder. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus regarding non- GAAP financial measures (as such term is defined by the Rules and Regulations ) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Act to the extent applicable.

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  (xxxvii) No Material Adverse Change in Business. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, since the end of the period covered by the latest audited financial statements included therein (A) there has been no change, nor any development or event involving a prospective change, in the condition (financial or otherwise), results of operations, business, earnings, properties or prospects of the Transaction Entities and their respective subsidiaries, taken as a whole, that is material and adverse, (B) there has been no dividend or distribution of any kind declared, paid or made by the Transaction Entities and the Subsidiaries, on any class of the capital stock, membership interest or other equity interest, as applicable, except as would not have been required to be disclosed pursuant to the Exchange Act or the Exchange Act Regulations, (C) there has been no material change in the capital shares of stock, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Transaction Entities or any of their respective Subsidiaries, (D) there has not been any material transaction entered into or any material transaction that is probable of being entered into by the Transaction Entities and their respective Subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) there has not been any obligation, direct or contingent, which is material to the Transaction Entities and their respective Subsidiaries, taken as a whole, incurred by the Transaction Entities and their respective Subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Transaction Entities or any of their subsidiaries has sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority that would, singly or in the aggregate, have a Material Adverse Effect.

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  (xxxviii) Investment Company Act. Neither of the Transaction Entities are, nor after giving effect to the offering and sale of the Offered Shares and the application of the proceeds thereof as described in the Registration Statement, the General Disclosure Package and the Prospectus, will be required to register as an investment company as defined in the Investment Company Act of 1940, as amended (the Investment Company Act).   (xxxix) Indebtedness. Neither the Transaction Entities nor any of their respective Subsidiaries has any indebtedness as of the date of this Agreement, and neither the Transaction Entities nor any of their respective Subsidiaries will have any indebtedness immediately prior to the sale of the Offered Shares on the Settlement Date, in each case except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus.   (xl) Insurance. The Transaction Entities and each of their respective Subsidiaries are insured by insurers with appropriately rated claims paying abilities against such losses and risks and in such amounts as are prudent and customary for the businesses in which they are engaged; all policies of insurance and fidelity or surety bonds insuring the Transaction Entities, their respective Subsidiaries or their respective businesses, assets, employees, officers and directors are in full force and effect; neither of the Transaction Entities nor any of their respective Subsidiaries has been refused any insurance coverage sought or applied for; neither of the Transaction Entities nor any of their respective Subsidiaries has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a similar cost as currently paid, except as set forth in or contemplated in the Registration Statement, the General Disclosure Package and the Prospectus; and the Company has obtained or will obtain directors' and officers' insurance in such amounts as is customary for companies engaged in the type of business conducted by the Company.   (xli) Tax Law Compliance. Each of the Transaction Entities and the Subsidiaries has timely filed all federal, state and local tax returns that are required to be filed or has timely requested extensions thereof (Returns), except for any failures to file that, individually or collectively, would not result in a Material Adverse Effect, and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such assessments, fines or penalties that are currently being contested in good faith or that, individually or collectively, would not result in a Material Adverse Effect. No audits or other administrative proceedings or court proceedings are presently pending against any of the Transaction Entities or the Subsidiaries with regard to any Returns, and no taxing authority has notified any of the Transaction Entities or the Subsidiaries that it intends to investigate its tax affairs, except for any such audits or investigations that, individually or collectively, would not result in the assessment of material taxes.

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  (xlii) Real Estate Investment Trust. The Company has been organized and has operated in conformity with the requirements for qualification and taxation as a real estate investment trust (a REIT) under the Internal Revenue Code of 1986, as amended (the Code), for its taxable years ended December 31, 2010 through December 31, 2015, and the Company's organization and method of operation (as described in the Registration Statement, the General Disclosure Package and the Prospectus) will enable the Company to continue to meet the requirements for qualification and taxation as a REIT under the Code for its taxable year ending December 31, 2016 and thereafter. All statements regarding the Company's qualification and taxation as a REIT set forth in the Registration Statement, the General Disclosure Package and the Prospectus are correct in all material respects.   (xliii) Accuracy of Exhibits. There are no contracts or other documents that are required to be described in the Registration Statement, the General Disclosure Package or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required by Item 601 of Regulation S-K or otherwise under the Rules and Regulations.   (xliv) No Restriction on Subsidiaries. No Subsidiary of the Company is currently prohibited, directly or indirectly, under any agreement or other instrument to which it is a party or is subject, from paying any dividends to the Company, from making any other distribution on such Subsidiary's capital stock or membership interest, from repaying to the Company any loans or advances to such Subsidiary from the Company or from transferring any of such Subsidiary's properties or assets to the Company or any other Subsidiary of the Company, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus.   (xlv) No Unlawful Payments. None of the Transaction Entities, any of their respective Subsidiaries, any director or officer or, to the knowledge of the Transaction Entities, any agent, employee or other person associated with or acting on behalf of the Transaction Entities or any of their respective Subsidiaries, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder; or (iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment.

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  (xlvi) Compliance with Anti-Money Laundering Laws. The operations of the Transaction Entities and their respective Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the applicable anti-money laundering statutes of all jurisdictions in which the Transaction Entities and their respective Subsidiaries conduct business or whose Anti-Money Laundering Laws (as defined below) apply to the Transaction Entities, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the Anti-Money Laundering Laws) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Transaction Entities or any of their respective Subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Transaction Entities, threatened.   (xlvii) Compliance with OFAC. None of the Transaction Entities, any of their respective subsidiaries or, to the knowledge of either of the Transaction Entities, any director, officer, agent, employee or affiliate thereof is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (OFAC); and the Company will not, directly or indirectly, use the proceeds of the offering of the Series A Preferred Stock hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered or enforced by OFAC.   (xlviii) Prior Sales of Series A Preferred Stock, Series B Preferred Stock, Series A Preferred OP Units, Series B Preferred OP Units, Series A OP Units or LTIP Units. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company has not sold, issued or distributed any Series A Preferred Stock and Series B Preferred Stock, and the Operating Partnership has not issued, sold or distributed any  Series A Preferred OP Units, Series B Preferred OP Units, Series A OP Units or LTIP Units during the six-month period preceding the date hereof.   (xlix) Fourth Amendment to the OP Agreement. The terms of the Fourth Amendment to the OP Agreement provide for a sufficient number of Series A Preferred OP Units, the terms of which are substantially similar to the terms of the Series A Preferred Stock.

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  (l) Compliance with Laws. Each of the OP Agreement, the First Amendment to the OP Agreement, the Second Amendment to the OP Agreement, the Third Amendment and the Fourth Amendment to the OP Agreement comply with all applicable laws and each of the aforementioned amendments to the OP Agreement have been adopted in accordance with the OP Agreement.   (li) Independent Accountants. BDO USA, LLP and Plante & Moran, PLLC, who have certified the financial statements and supporting schedules included in the Registration Statement, the General Disclosure Package and the Prospectus are independent public accountants as required by the Act, the Rules and Regulations and the Public Company Accounting Oversight Board.   (lii) ERISA Matters. The Transaction Entities and each of their Subsidiaries is in compliance in all material respects with all presently applicable provisions of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder (ERISA); no reportable event (as defined in ERISA) has occurred with respect to any pension plan (as defined in ERISA) for which the Transaction Entities and each Subsidiary would have any liability; the Transaction Entities and each Subsidiary has not incurred and does not expect to incur liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any pension plan or (ii) Sections 412, 403, 431, 432 or 4971 of the Code; and each pension plan for which the Transaction Entities or any Subsidiary would have any liability that is intended to be qualified under Section 401(a) of the Code is so qualified in all material respects and nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification.   (liii) Enforceability of Management Agreement. The Management Agreement by and among the Transaction Entities and the Manager (the Management Agreement), has been duly authorized by the Transaction Entities and constitutes a valid and binding agreement of the Transaction Entities enforceable in accordance with its terms, except to the extent limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws relating to or affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity and, with respect to equitable relief, the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity).   (liv) Subsidiary Partnership Tax Classification. Each of the Operating Partnership and each Subsidiary that is a partnership or a limited liability company under state law has been at all relevant times properly classified as a partnership or a disregarded entity, and not as a corporation or an association taxable as a corporation, for federal income tax purposes.

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  (lv) Related-Party Transactions. There are no relationships, whether direct or indirect, or related-party transactions involving the Transaction Entities or any of their respective Subsidiaries or any other person required to be described in the Registration Statement, the General Disclosure Package or the Prospectus that have not been described as required by the Act.   (b) Certificates of Officers. Any certificate signed by any officer of either Transaction Entity, as applicable, and delivered to the Agent or its counsel in connection with the offering of the Offered Shares shall be deemed a representation and warranty by each Transaction Entity, as applicable, as to matters covered thereby, to the Agent.   2. Representations and Warranties Regarding the Manager.   (a) Representations and Warranties. The Manager represents and warrants to the Agent and agrees with the Agent that:   (i) Good Standing of the Manager. The Manager has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware and has full power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement; and the Manager and each of its subsidiaries is duly qualified as a foreign entity to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.   (ii) Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Manager.   (iii) Absence of Further Requirements. No consent, approval, authorization, or order of, or filing or registration with, any court or governmental authority or agency is necessary or required for the performance by the Manager of its obligations under this Agreement and the Management Agreement, except such as have been already obtained or as may be required under the Act, Exchange Act Regulations, state securities laws, FINRA or the NYSE MKT.   (iv) Absence of Defaults and Conflicts. The Manager is not in violation of its organizational documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Manager is a party or will be a party in connection with this Agreement (including the Management Agreement) or by which it may be bound, or to which any of the property or assets of the Manager is subject (collectively, Manager's Agreements and Instruments), except for such violations or defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement do not and will not, and in the case of the performance of the Management Agreement, will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or repayment event under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Manager pursuant to, the Manager's Agreements and Instruments (except for such conflicts, breaches, defaults or repayment events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of (A) the provisions of the Organizational Documents of the Manager or (B) any statute, law, rule, regulation, or order of any government agency or body or any court, domestic or foreign, having jurisdiction over the Manager or any of its assets, properties or operations, except in the case of clause (B) only, for any such violation that would not result in a Material Adverse Effect.

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  (v) Possession of Licenses and Permits. The Manager possesses, and is in compliance with the terms of, all Licenses necessary or material to the conduct of the business of the Manager now conducted or proposed in the Registration Statement, the General Disclosure Package and the Prospectus to be conducted by the Manager, except where the failure to possess such Licenses would not, singly or in the aggregate, result in a Material Adverse Effect, and has not received any notice of proceedings relating to the revocation or modification of any Licenses that, if determined adversely to the Manager would, individually or in the aggregate, have a Material Adverse Effect.   (vi) Employment; Noncompetition; Nondisclosure. The Manager has not been notified that any of its executive officers or key employees named in the Registration Statement, the General Disclosure Package and the Prospectus (each, a Company-Focused Professional) plans to terminate his or her employment with the Manager. Neither the Manager nor, to the knowledge of the Manager, any Company-Focused Professional is subject to any noncompete, nondisclosure, confidentiality, employment, consulting or similar agreement that would be violated by the present or proposed business activities of the Company or the Manager as described in the Registration Statement, the General Disclosure Package and the Prospectus.   (vii) Accurate Disclosure. The statements regarding the Manager in the Registration Statement, the General Disclosure Package and the Prospectus under the captions Prospectus Supplement Summary, Risk Factors, Description of Capital Stock—Distributions and Bluerock Residential Growth REIT, Inc., are true and correct in all material respects.

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  (viii) Absence of Manipulation. The Manager has not taken, and will not take, directly or indirectly, any action that is designed to or that has constituted or that would be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Offered Shares.   (ix) Absence of Proceedings. There are no actions, suits or proceedings (including any inquiries or investigations by any court or governmental agency or body, domestic or foreign) now pending, or, to the knowledge of the Manager, threatened against or affecting the Manager that, if determined adversely to the Manager, would, individually or in the aggregate, have a Material Adverse Effect.   (x) Investment Advisers Act. The Manager is not prohibited by the Investment Advisers Act of 1940, as amended, or the rules and regulations thereunder, from performing its obligations under the Management Agreement as described in the Registration Statement, the General Disclosure Package and the Prospectus.   (xi) Enforceability of Management Agreement. The Management Agreement has been duly authorized by all necessary action and constitutes a valid and binding agreement of the Manager enforceable in accordance with its terms, except to the extent limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws relating to or affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity and, with respect to equitable relief, the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity).   (xii) Internal Controls. The Manager operates under the Company's system of internal accounting controls in order to provide reasonable assurances that (A) transactions effectuated by it on behalf of the Company pursuant to its duties set forth in the Management Agreement are executed in accordance with management's general or specific authorization; and (B) access to the Company's assets is permitted only in accordance with management's general or specific authorization.   (xiii) Resources. The Manager has the financial and other resources available to it necessary for the performance of its services and obligations as contemplated hereby and in the Management Agreement, the Registration Statement, the General Disclosure Package and the Prospectus.

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  (b) Certificates of Officers. Any certificate signed by any officer of the Manager and delivered to the Agent or its counsel shall be deemed a representation and warranty by the Manager as to matters covered thereby, to the Agent.   3. Sale and Delivery of Offered Shares.   On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Agent will use commercially reasonable efforts on behalf of the Company in connection with the Agent's services hereunder. No offers or sales of the Offered Shares shall be made to any person without the prior approval of such person by the Company, such approval to be at the reasonable discretion of the Company. The Agent's aggregate fee for its services hereunder will be an amount equal to 3.15% of the gross proceeds from the sale of the Offered Shares sold to Purchasers that are not affiliates of the Agent (such fee payable by the Company at and subject to the consummation of Settlement). The Company, upon consultation with the Agent, may establish in the Company's sole discretion an aggregate amount of Shares to be sold in the offering contemplated hereby, which aggregate amount shall be reflected in the Prospectus.   The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling the Offered Shares, and (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell the Offered Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Offered Shares as required herein.   The Company will deliver the Offered Shares to or as directed by the Agent in a form reasonably acceptable to the Agent at or before 11:30 A.M., New York time, on May 26, 2016, or at such other time not later than seven (7) full business days thereafter as the Agent and the Company mutually determine, in the sole discretion of each, such time being herein referred to as the Settlement Date. Immediately and only upon receipt of funds equal to the gross offering price of the Offered Shares, the Agent will then facilitate payment of the proceeds net of the Agent's fees specified herein, to the Company in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Agent drawn to the order of the Company at the office of Bass, Berry & Sims PLC (BBS), no later than 5:30 P.M., New York time, on May 26, 2016. If, as of 5 P.M., New York time, on the Settlement Date, the settlement of the Offered Shares has not been fully consummated, including without limitation, receipt of the net offering proceeds by the Company, then Agent shall use its best efforts to promptly deliver any of the Offered Shares that have been transferred by the Company to the credit of the Agent's or its designee's account to the Company's designated account through coordination with the Company and its transfer agent. For purposes of Rule 15c6-1 under the Exchange Act, the Settlement Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Shares sold pursuant to the offering. The Offered Shares so to be delivered or evidence of their issuance will be made available for review at the above office of BBS at least 24 hours prior to the Settlement Date.

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  4. Reserved.   5. Certain Agreements of the Transaction Entities and the Manager.   (a) The Transaction Entities agree with the Agent that:   (i) Additional Filings. Unless filed pursuant to Rule 462(b) as part of the Rule 462(b) Registration Statement in accordance with the last sentence, the Company will file the Prospectus, in a form approved by the Agent, with the Commission pursuant to and in accordance with Rule 424(b) and Rule 430B and during the time period specified by Rule 424(b) and Rule 430B. The Company will advise the Agent promptly of any such filing pursuant to Rule 424(b) and provide satisfactory evidence to the Agent of such timely filing.   (ii) Filing of Amendments; Response to Commission Requests. The Company, subject to Section 5(a)(iii) hereof, will comply with the requirements of Rule 430B and will promptly advise the Agent of any proposal to amend or supplement at any time the Registration Statement or any Statutory Prospectus and will not affect such amendment or supplementation without the Agent's consent; and the Company will also advise the Agent promptly of (A) any amendment or supplementation of a Registration Statement or any Statutory Prospectus, (B) any request by the Commission or its staff for any amendment to any Registration Statement, for any supplement to any Statutory Prospectus or for any additional information, (C) the institution by the Commission of any stop order proceedings in respect of a Registration Statement or, to the Company's knowledge, the threatening of any proceeding for that purpose, and (D) the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Shares in any jurisdiction or the institution or, to the Company's knowledge, the threatening of any proceedings for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.   (iii) Reserved.

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  (iv) Continued Compliance with Securities Laws. To comply with the Act and the Rules and Regulations thereunder so as to permit the completion of the distribution of the Offered Shares as contemplated in this Agreement and in the General Disclosure Package and the Prospectus. If, during such period after the first date of the placement of the Offered Shares as in the opinion of counsel for the Agent the Prospectus (or in lieu thereof the notice referred to in Rule 173(a)) is (or, but for the exception afforded by Rule 172, would be) required by law to be delivered in connection with sales by an Agent or dealer, any event shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Agent or for the Company, to (i) amend the Registration Statement in order that the Registration Statement will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) amend or supplement the General Disclosure Package or the Prospectus in order that the General Disclosure Package or the Prospectus, as the case may be, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser or (iii) amend the Registration Statement or amend or supplement the General Disclosure Package or the Prospectus, as the case may be, in order to comply with the requirements of the Act or the Rules and Regulations thereunder, the Company will promptly (A) notify the Agent of such event, (B) prepare any amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement, the General Disclosure Package or the Prospectus comply with such requirements and, a reasonable amount of time prior to any proposed filing or use, furnish the Agent with copies of any such amendment or supplement and (C) file with the Commission any such amendment or supplement; provided, that the Company shall not file or use any such amendment or supplement to which the Agent or its counsel shall reasonably object. The Company will give the Agent notice of its intention to make any filings pursuant to the Exchange Act or Rules and Regulations thereunder from the date of this Agreement to the Settlement Date and will furnish the Agent with copies of any such documents a reasonable amount of time prior to such proposed filing, as the case may be, and will not file or use any such document to which the Agent or its counsel shall reasonably object, other than such filings as are required to be made pursuant to the Exchange Act or the Rules and Regulations thereunder.   (v) Rule 158. The Company will timely file such reports pursuant to the Exchange Act as are necessary in order to make generally available to its stockholders as soon as practicable an earnings statement for the purposes of, and to provide to the Agent the benefits contemplated by, the last paragraph of Section 11(a) of the Act.   (vi) Furnishing of Registration Statements and Prospectuses. The Company will furnish to the Agent signed copies of each Registration Statement (including all exhibits thereto), each related Statutory Prospectus, and, so long as a prospectus relating to the Offered Shares is (or but for the exemption in Rule 172 would be) required to be delivered under the Act, the Prospectus and all amendments and supplements to such documents, in each case in such quantities as the Agent requests. The Prospectus shall be so furnished on or prior to 9:00 A.M., New York time, on the business day following the execution and delivery of this Agreement, or at such time as otherwise agreed to by the Agent. All other documents shall be so furnished as soon as available. The Company will pay the expenses of printing and distributing to the Agent all such documents.

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  (vii) Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Shares for sale under the laws of such jurisdictions as the Agent designate and will continue such qualifications in effect so long as required for the distribution but in no event longer than one year.   (viii) Reporting Requirements. The Company, during the period when a prospectus relating to the Offered Shares is (or, but for the exception afforded by Rule 172, would be) required to be delivered under the Act, will file all documents required to be filed with the Commission pursuant to the Exchange Act within the time periods required by the Exchange Act and Rules and Regulations related thereto.   (ix) Payment of Expenses. The Transaction Entities will pay all expenses incident to the performance of their obligations under this Agreement and all the costs and expenses in connection with the offering of the Offered Shares including but not limited to (A) any filing fees and other expenses incurred in connection with qualification of the Offered Shares for sale under the laws of such jurisdictions as the Agent designate and the preparation and printing of blue sky surveys or legal investment surveys relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority, Inc. (FINRA) of the Offered Shares (including filing fees and the fees and expenses of counsel for the Agent relating to such review), (C) costs and expenses of legal counsel for the Agent incurred in connection with this Agreement and the offering of the Offered Shares not to exceed $35,000, (D) costs and expenses of the Company relating to investor presentations and any road show in connection with the offering and sale of the Offered Shares, if any, including, without limitation, (1) any travel expenses of the Company's officers and employees and (2) any other expenses of the Company, including all actually and reasonably incurred costs and expenses of the Agent advanced on behalf of the Company relating to the investor presentations and any roadshow in connection with the offering and sale of the Offered Shares, (E) the fees and expenses incident to listing the Offered Shares and Conversion Shares on the NYSE MKT, (F) expenses incurred in distributing the Prospectus (including any amendments and supplements thereto) to the Agent, (G) expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) stamp duties, similar taxes or duties or other similar fees or charges, if any, incurred by the Agent in connection with the offering and sale of the Offered Shares;  provided,  however that the Transaction Entities shall have no obligation to pay any costs and expenses of the Agent relating to the investor presentations and any roadshow in connection with the offering and sale of the Offered Shares, other than costs and expenses advanced on behalf of the Company in accordance with (D) above.

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  (x) Use of Proceeds. The Company will use the net proceeds received in connection with the offering and sale of the Offered Shares and will cause the Operating Partnership to use the net proceeds received in connection with the issuance and sale of the Company Preferred OP Units in the manner described in the Use of Proceeds section of the Registration Statement, the General Disclosure Package and the Prospectus, and, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company does not intend to use any of the proceeds from the sale of the Offered Shares hereunder to repay any outstanding debt owed to any affiliate of the Agent.   (xi) Absence of Manipulation. The Transaction Entities will not, and will cause each of its subsidiaries and controlled affiliates not to, take, directly or indirectly, any action designed to or that would constitute or that might cause or result in, stabilization or manipulation of the price of any securities of the Company to facilitate the sale or resale of the Offered Shares.   (xii) Listing. The Company will maintain the registration of the Offered Shares pursuant to Section 12(b) of the Exchange Act as of the Settlement Date; and the Company will cause the Offered Shares to be listed on the NYSE MKT on or prior to the Settlement Date.   (xiii) Maryland Law. The Company will use its best efforts to comply with all applicable requirements under the MGCL with respect to the Offered Shares.   (xiv) Sarbanes-Oxley Act. The Company will use its reasonable best efforts to comply with all applicable provisions of the Sarbanes-Oxley Act.   (xv) Reserved.   (xvi) Qualification and Taxation as a REIT. The Company will use its best efforts to qualify for taxation as a REIT under the Code for its taxable year ending December 31, 2016 and thereafter, unless the Board determines that it is no longer in the best interests of the Company to continue to qualify as REIT.   (xvii) Market Value. The aggregate market value of the Company's outstanding voting and nonvoting common equity computed pursuant to General Instruction I.B.1 of Form S-3 equaled or exceeded $75 million as of a date within 60 days prior to the date of filing of the Registration Statement.   (xviii) Conversion Shares. (i) Following issuance and delivery of the  Series A Preferred Stock in accordance with this Agreement, the Series A Preferred Stock will be redeemable at the option of holders of the  Series A Preferred Stock beginning October 21, 2022 as provided in Articles Supplementary, and any such redemption by a holder may be settled at the option of the Company in cash, shares of Common Stock (the Conversion Shares), or a combination of cash and shares of Common Stock in accordance with the Articles Supplementary; upon approval of the issuance of the Conversion Shares by the Board, the Conversion Shares will be duly authorized and reserved for issuance upon such conversion by all necessary corporate action and such Conversion Shares, when issued upon such redemption in accordance with the Articles Supplementary, will be validly issued and will be fully paid and non-assessable, and will conform to the description of the Common Stock contained in the General Disclosure Package and the Prospectus; (ii) no holder of the Conversion Shares will be subject to personal liability by reason of being such a holder; (iii) the issuance of such Conversion Shares upon such redemption will not be subject to the preemptive or other similar rights of any security holder of the Company; (iv) the Board will make any and all determinations concerning the future issuance of the Conversion Shares; (v) the Company will not issue Conversion Shares unless the issuance thereof will comply with all applicable laws and rules and regulations of the NYSE MKT or any exchange on which the Common Stock or Series A Preferred Stock of the Company is listed; (vi) the Company will not issue Conversion Shares, unless upon such issuance the Conversion Shares will be free of transfer restrictions under applicable law and freely tradable by non-affiliates; and (vii) the Conversion Shares will be listed, pursuant to a supplemental listing application or otherwise, on the market or exchange where the Common Stock is then registered.

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  (xix) Amendment of Company Organizational Documents. To the extent necessary for the holders of Series A Preferred Stock to exercise their voting rights as described in the Articles Supplementary, the Company will make all necessary amendments to its Bylaws in order to effectuate such voting rights.   (xx) Investment Company. The Company will not, and the Operating Partnership will not, be or become, at any time prior to the expiration of three years after the date of this Agreement, an investment company, as such term is defined in the Investment Company Act; provided, however, that this provision shall not be applicable and shall have no legal force or effect in the event that the Company becomes deemed an investment company solely as a result of the Commission amending, revising, rescinding or otherwise modifying the Investment Company Act, the rules and regulations promulgated thereunder or the Commission's interpretations and guidance relating thereto after the Settlement Date.   (b) The Manager agrees with the Agent that:   (i) Reporting of Material Events. The Manager agrees that, during the period when the Prospectus is required to be delivered under the Act or the Exchange Act, it shall notify the Agent and the Transaction Entities of the occurrence of any material events respecting its activities or condition, financial or otherwise, and the Manager will forthwith supply such information to the Transaction Entities as shall be necessary in the opinion of counsel to the Transaction Entities and the Agent for the Transaction Entities to prepare any necessary amendment or supplement to the Prospectus so that, as so amended or supplemented, the Prospectus will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a purchaser, not misleading.

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  (ii) No Stabilization or Manipulation. Not to take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of any securities of the Company to facilitate the sale or resale of the Offered Shares.   (iii) Investment Adviser. The Manager will not be or become, at any time prior to the expiration of three years after the date of this Agreement, an investment adviser, as such term is defined in the Investment Advisers Act of 1940, as amended (the Investment Advisers Act).   6. Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the Agent, and the Agent represents and agrees that, unless it obtains the prior consent of the Company, it has not made and will not make any offer relating to the Offered Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a free writing prospectus, as defined in Rule 405, required to be filed with the Commission; provided, that such consent is deemed to have been given with respect to each Issuer Free Writing Prospectus identified on Schedule A hereto and any road show that is a written communication within the meaning of Rule 433(d)(8)(i) that has been reviewed and approved by the Agent. Any such free writing prospectus consented to by the Company and the Agent is hereinafter referred to as a Permitted Free Writing Prospectus. The Company represents that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus, as defined in Rule 433, and has complied and will comply with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing where required, legending and record keeping. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any Bona Fide Electronic Road Show. If at any time following the issuance of a Permitted Free Writing Prospectus there occurred or occurs an event or development as a result of which such Permitted Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the General Disclosure Package or the Prospectus, or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Agent and will promptly amend or supplement, at its own expense, such Permitted Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission

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  7. Conditions of the Obligations of the Agent. The obligations of the Agent with respect to the consummation of the transactions contemplated hereby will be subject to the accuracy of the representations and warranties of the Transaction Entities and the Manager herein (as though made on the Settlement Date), to the accuracy of the statements of the Transaction Entities and the Manager made pursuant to the provisions hereof, to the performance by the Transaction Entities and the Manager of their obligations hereunder, to all contingencies and conditions described in this Agreement having been met and to the following additional conditions precedent:   (a) Accountants' Comfort Letters and CAO Certificates.   (i) The Agent shall have received letters, dated, respectively, the date hereof and the Settlement Date, of BDO USA, LLP in a form approved by the Agent and/or Bass, Berry & Sims PLC, confirming that they are a registered public accounting firm and independent public accountants within the meaning of the Securities Laws and in form and substance satisfactory to the Agent, containing statements and information of the type ordinarily included in accountants' comfort letters with respect to financial statements and certain financial information of the Company contained in the Registration Statement, the General Disclosure Package and the Prospectus (except that, in any letter dated the Settlement Date, the specified date referred to in the letter shall be a date no more than three (3) days prior to the Settlement Date).   (ii) Should the Agent deem appropriate, the Agent shall have received a certificate, dated the date hereof, of Christopher J. Vohs, in his capacity as the Chief Accounting Officer and Principal Financial Officer of the Company, substantially in the form of Annex I-A hereto.   (b) Effectiveness of Registration Statement. If the Effective Time of an additional Registration Statement (if any) is not prior to the execution and delivery of this Agreement, such Effective Time shall have occurred not later than 5:00 P.M., New York time, on the date of this Agreement or, if earlier, the time the Prospectus is finalized and distributed to the Agent, or shall have occurred at such later time as shall have been consented to by the Agent. The Prospectus shall have been filed with the Commission in accordance with Rule 424(b) under the Act and Section 5(a) hereof. Prior to the Settlement Date, no stop order suspending the effectiveness of a Registration Statement, Statutory Prospectus or the Prospectus shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Company or the Agent, shall be contemplated by the Commission.

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  (c) No Material Adverse Change. Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development or event involving a prospective change, in the condition (financial or otherwise), results of operations, business, earnings, properties or prospects of the Transaction Entities and their respective Subsidiaries, taken as a whole, that, in the sole judgment of the Agent, is material and adverse and makes it impractical or inadvisable to market the Offered Shares; (ii) any change in either U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls the effect of which is such as to make it, in the judgment of the Agent, impractical to market or to enforce contracts for the sale of the Offered Shares, whether in the primary market or in respect of dealings in the secondary market; (iii) any suspension or material limitation of trading in securities generally on the NYSE MKT, or any setting of minimum or maximum prices for trading on such exchange; (iv) or any suspension of trading of any securities of the Company on any national securities exchange or in the over-the-counter market; (v) any banking moratorium declared by any U.S. federal or New York authorities; (vi) any major disruption of settlements of securities, payment, or clearance services in the United States or any other country where such securities are listed; or (vii) any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration of war by Congress or any other national or international calamity or emergency if, in the judgment of the Agent, the effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency is such as to make it impractical or inadvisable to market the Offered Shares or to enforce contracts for the sale of the Offered Shares.   (d) Opinion of Counsel for the Transaction Entities. The Agent shall have received an opinion, dated the Settlement Date, of Kaplan, Voekler, Cunningham & Frank, PLC, counsel for the Transaction Entities, substantially in the form attached hereto as Annex III-A and a letter substantially in the form attached hereto as Annex III-B.   (e) Opinion of Maryland Counsel for Company. The Agent shall have received an opinion, dated the Settlement Date, of Venable LLP, Maryland counsel for the Company, substantially in the form attached hereto as Annex IV.   (f) Tax Opinion. The Agent shall have received a tax opinion, dated the Settlement Date, of Vinson & Elkins, LLP, counsel for the Company, substantially in the form attached hereto as Annex V.   (g) Opinion of Counsel for Agent. The Agent shall have received from Bass, Berry & Sims PLC, counsel for the Agent, such opinion or opinions, dated the Settlement Date, with respect to such matters as the Agent may require. In rendering such opinion, Bass, Berry & Sims PLC, may (i) rely as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Transaction Entities, their respective Subsidiaries, the Manager and of public officials and (ii) rely as to matters involving the application of the laws of the state of Maryland upon the opinion of Venable LLP.

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  (h) Company Officers' Certificate. The Agent shall have received a certificate, dated the Settlement Date, of the Chief Executive Officer of the Company and the Chief Accounting Officer of the Company, in his capacity as the Principal Financial Officer of the Company, in which such officers shall state that: the representations and warranties of the Transaction Entities in this Agreement are true and correct as of such date; each of the Transaction Entities has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Settlement Date; no stop order suspending the effectiveness of any Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the best of their knowledge and after reasonable investigation, are contemplated by the Commission; the 462(b) Registration Statement (if any) satisfying the requirements of subparagraphs (1) and (3) of Rule 462(b) was timely filed pursuant to Rule 462(b), including payment of the applicable filing fee in accordance with the applicable Rules and Regulations; and, subsequent to the date of the most recent financial statements in the Registration Statement, the General Disclosure Package and the Prospectus, there has been no change, nor any development or event involving a prospective change, in the condition (financial or otherwise), results of operations, earnings, business, properties or prospects of the Transaction Entities and their respective Subsidiaries, taken as a whole, that is material and adverse, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus or as described in such certificate.   (i) Manager Officer's Certificate. The Agent shall have received a certificate, dated the Settlement Date, of the Chief Executive Officer of the Manager in which such officer shall state that: the representations and warranties of the Manager in this Agreement are true and correct as of such date and that the Manager has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Settlement Date.   (j) Reserved.   (k) Rule 462(b) Registration Statement. In the event that a Rule 462(b) Registration Statement is filed in connection with the offering contemplated by this Agreement, such Rule 462(b) Registration Statement shall have been filed with the Commission and shall have become effective automatically upon such filing.   (l) Company Good Standing. The Agent shall have received a certificate of good standing of the Company certified by the Maryland State Department of Assessments and Taxation as of a date within five (5) business days of the Settlement Date.   (m) Operating Partnership Good Standing. The Agent shall have received a certificate of good standing of the Operating Partnership certified by the Secretary of State of the State of Delaware as of a date within five (5) business days of the Settlement Date.

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  (n) Manager Good Standing. The Agent shall have received a certificate of good standing of the Manager certified by the Secretary of State of the State of Delaware as of a date within five (5) business days of the Settlement Date.   (o) Subsidiary Good Standings. The Agent shall have received a certificate of good standing certified by the Secretary of State (or equivalent governmental authority) of the state of incorporation or formation as of a date no earlier than April 15, 2016, for each entity listed on Schedule B hereto.   (p) Secretary's Certificate of the Company. The Agent shall have received a certificate of the secretary of the Company certifying resolutions of the board of directors of the Company approving the Agreement and the transactions contemplated thereby.   (q) Secretary's Certificate of the Manager. The Agent shall have received a certificate of the secretary of the Manager certifying resolutions of the Manager's managing member approving the Agreement and the transactions contemplated thereby.   (r) General Partner Certificate of the Operating Partnership. The Agent shall have received a certificate of the general partner of the Operating Partnership certifying resolutions of the Operating Partnership approving the Agreement and the transactions contemplated thereby.   (s) FINRA Approval. The Agent shall have received any required clearance letter from the Corporate Finance Department of FINRA with respect to the offering.   (t) Listing. An application for the listing of the Offered Shares shall have been approved for listing to the NYSE MKT prior to the Settlement Date.   (u) Amendment to OP Agreement. The Fourth Amendment to the OP Agreement shall be in full force and effect as of the Settlement Date.   The Transaction Entities will furnish the Agent with such conformed copies of such opinions, certificates, letters and documents as the Agent reasonably request. The Agent may in its sole discretion waive compliance with any conditions to the obligations of the Agent hereunder.

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  8. Indemnification and Contribution.   (a) Indemnification of Agent by the Transaction Entities. Each of the Transaction Entities will, jointly and severally, indemnify and hold harmless the Agent, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls the Agent within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an Indemnified Party), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that neither of the Transaction Entities will be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by the Agent specifically for use therein, it being understood and agreed that such information furnished by the Agent consists only of the information described as such in  Section 8(b) below.   (b) Indemnification of Company, Directors and Officers. The Agent will indemnify and hold harmless each of the Transaction Entities, their directors and each of their officers who signs a Registration Statement and each person, if any, who controls either of the Transaction Entities within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an Agent Indemnified Party), against any losses, claims, damages or liabilities to which such Agent Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration Statement at any time, any Statutory Prospectus as of any time, the Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to either of the Transaction Entities by the Agent specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Agent Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Agent Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Agent consists of the following information in the Prospectus furnished on behalf of the Agent: the thirteenth full paragraph under the caption Plan of Distribution in the Final Prospectus Supplement and under the caption Other Relationships, in each case, only to the extent that such statements relate only to the Agent.

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  (c) Actions against Parties; Notification. Promptly after receipt by an indemnified party of notice of the commencement of any action against such indemnified party, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under subsections (a), (b) or (c) above, notify the indemnifying party of the commencement thereof; but the failure to notify the indemnifying party shall not relieve it from any liability that it may have under subsections (a), (b) or (c) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided further that the failure to notify the indemnifying party shall not relieve it from any liability that it may have to an indemnified party otherwise than under subsections (a), (b) or (c) above. In case any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section 8(c) for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the contrary; (ii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party; (iii) the indemnified party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the indemnifying party; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interest between them. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement (i) includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of an indemnified party.   (d) Contribution. If the indemnification provided for in this Section 8 is unavailable or insufficient to hold harmless an indemnified party under subsections (a), (b) or (c) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in subsections (a), (b) or (c) above (i) in such proportion as is appropriate to reflect the relative benefits received by the Transaction Entities on the one hand and by the Agent on the other hand from the offering of the Offered Shares or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, on the one hand, and the Agent, on the other, in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities as well as any other relevant equitable considerations. The relative benefits received by the Transaction Entities on the one hand and by the Agent on the other hand shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Agent. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Agent and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this Section 8(d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this Section 8(d). Notwithstanding the provisions of this Section 8(d), the Agent shall not be required to contribute any amount in excess of the amount by which the total price at which the  Series A Preferred Stock sold pursuant to this Agreement exceeds the amount of any damages which the Agent has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

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  9. Termination of Agency. If the Offered Shares are not sold by May 26, 2016, this Agreement will terminate without liability on the part of the Company and the Agent, except as provided in Section 10 hereof. As used in this Agreement, the term Agent includes any person substituted for the Agent under this Section 9.   10. Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Transaction Entities, the Manager or their respective officers and of the Agent set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of the Agent, the Transaction Entities, the Manager or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Shares. If the settlement of the Offered Shares by the Agent is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, the Company will reimburse the Agent for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the placement of the Offered Shares, and the respective obligations of the Transaction Entities and the Manager, on the one hand, and the Agent, on the other hand, pursuant to Section 8 hereof shall remain in effect. In addition, if the Offered Shares have been settled pursuant to the terms of the Agreement, the representations and warranties in Sections 2 through 3 and all obligations under Section 5 shall also remain in effect.

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  11. Notices. All communications hereunder will be in writing and, if sent to the Agent, will be mailed or delivered and confirmed to the Agent, with a copy to Bass, Berry & Sims PLC, 150 Third Avenue South, Suite 2800, Nashville, TN 37201, Attention: Lori B. Morgan, or, if sent to the Transaction Entities or the Manager, will be mailed or delivered and confirmed to it at c/o Bluerock Residential Growth REIT, Inc., 712 Fifth Avenue, 9th Floor, New York, NY 10019, Attention: Michael L. Konig, with a copy to Kaplan, Voekler, Cunningham & Frank, PLC, 1401 East Cary Street, Richmond, Virginia 23239, Attention: Richard P. Cunningham, Jr.   12. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers, directors and controlling persons referred to in Section 9, and no other person will have any right or obligation hereunder.   13. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement.   14. Headings. The headings herein are inserted for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.   15. Entire Agreement. This Agreement represents the entire agreement between the Transaction Entities and the Manager, on the one hand, and the Agent, on the other, with respect to the preparation of any Registration Statement, the General Disclosure Package, the Prospectus, the conduct of the offering, and the placement and sale of the Offered Shares.   16. Absence of Fiduciary Relationship. The Transaction Entities and the Manager each acknowledge and agree that:   (a) No Other Relationship. The Agent has been retained solely to act as a placement agent in connection with the sale of Offered Shares and that no fiduciary, advisory or agency relationship between the Transaction Entities and the Manager on the one hand, and the Agent on the other has been created in respect of any of the transactions contemplated by this Agreement or the Prospectus, irrespective of whether the Agent has advised or is advising either of the Transaction Entities or the Manager on other matters;   (b) Arms' Length Negotiations. The price of the Offered Shares set forth in this Agreement was established by the Company following discussions and arms' length negotiations with the Agent, and the Transaction Entities and Manager are capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement;

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  (c) Absence of Obligation to Disclose. The Transaction Entities and the Manager have been advised that the Agent and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Transaction Entities and the Manager, and that the Agent has no obligation to disclose such interests and transactions to Transaction Entities and the Manager by virtue of any fiduciary, advisory or agency relationship; and   (d) Waiver. Each of the Transaction Entities and the Manager waives, to the fullest extent permitted by law, any claims they may have against the Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Agent shall have no liability (whether direct or indirect) to either of the Transaction Entities or the Manager in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Transaction Entities or the Manager, including stockholders, holders of membership interests, employees or creditors of the Transaction Entities or the Manager.   17. Trial by Jury. Each of the Transaction Entities and the Manager (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and the Agent hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.   18. Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.   19. Jurisdiction. Each of the Transaction Entities and the Manager hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the Transaction Entities and the Manager irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in The City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum.   20. Termination. Until the Settlement Date, this Agreement may be terminated by the Agent by giving notice (in the manner prescribed by Section 9 hereof) to the Company, if (i) the Company shall have failed, refused or been unable, at or prior to the Settlement Date, to perform any agreement on its part to be performed hereunder unless the failure to perform any agreement is due to the default or omission by the Agent; (ii) any other condition of the obligations of the Agent hereunder is not fulfilled; (iii) trading in securities generally on the NYSE, NYSE MKT, or Nasdaq shall have been suspended or minimum or maximum prices shall have been established on either of such exchanges or such market by the Commission or by such exchange or other regulatory body or governmental authority having jurisdiction; (iv) trading or quotation in any of the Company's securities shall have been suspended or materially limited by the Commission or by the NYSE MKT, NYSE or Nasdaq or other regulatory body of governmental authority having jurisdiction; (v) a general banking moratorium has been declared by Federal or New York authorities; (vi) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred; (vii) there shall have been any material adverse change in general economic, political or financial conditions in the United States or in international conditions on the financial markets in the United States, in each case, the effect of which is such as to make it, in the Agent's reasonable judgment, inadvisable to proceed with the delivery of the Securities; or (viii) any attack on, outbreak or escalation of hostilities, declaration of war or act of terrorism involving the United States or any other national or international calamity or emergency has occurred if, in the Agent's reasonable judgment, the effect of any such attack, outbreak, escalation, declaration, act, calamity or emergency makes it impractical or inadvisable to proceed with the completion of the placement or the delivery of the Securities. Any termination of this Agreement pursuant to this Section 21 shall be without liability on the part of the Company or the Agent, except as otherwise provided in Sections 5(a), 7, 8 and 9 hereof.

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  If the foregoing is in accordance with the Agent's understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement among the Transaction Entities, the Manager and the Agent in accordance with its terms.     [Signature Page Follows]

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    Very truly yours,             BLUEROCK RESIDENTIAL GROWTH REIT, INC.                   By: /s/ R. Ramin Kamfar       Name: R. Ramin Kamfar       Title: Chief Executive Officer                     BLUEROCK RESIDENTIAL HOLDINGS, L.P.                   By: Bluerock Residential Growth REIT, Inc.     Its: General Partner                     By: /s/ R. Ramin Kamfar       Name: R. Ramin Kamfar       Title: Chief Executive Officer                     BRG MANAGER, LLC           By: Bluerock Real Estate, L.L.C.     Its: Sole Member                     By: /s/ R. Ramin Kamfar       Name: R. Ramin Kamfar       Title: Chief Executive Officer       [Signature Page to Agreement]

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  The foregoing Agreement is hereby confirmed and accepted as of the date first above written.   Acting on behalf of itself as the Agent     COMPASS POINT RESEARCH & TRADING, LLC               By: /s/ Christopher A. Nealon       Name: Christopher A. NealonTitle: President and Chief Operating Officer     [Signature Page to Agreement]

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  SCHEDULE A   None 
Question: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?

Output: The Transaction Entities and each of their respective Subsidiaries are insured by insurers with appropriately rated claims paying abilities against such losses and risks and in such amounts as are prudent and customary for the businesses in which they are engaged; all policies of insurance and fidelity or surety bonds insuring the Transaction Entities, their respective Subsidiaries or their respective businesses, assets, employees, officers and directors are in full force and effect; neither of the Transaction Entities nor any of their respective Subsidiaries has been refused any insurance coverage sought or applied for; neither of the Transaction Entities nor any of their respective Subsidiaries has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a similar cost as currently paid, except as set forth in or contemplated in the Registration Statement, the General Disclosure Package and the Prospectus; and the Company has obtained or will obtain directors' and officers' insurance in such amounts as is customary for companies engaged in the type of business conducted by the Company.


Input: Consider Input: SOFTWARE LICENSE AND MAINTENANCE AGREEMENT     THIS SOFTWARE LICENSE AND MAINTENANCE AGREEMENT (Agreement) is made and entered into as of this 27th day of April  2009 by and between SFG Financial Corp, a/k/a E-Path FX, a Delaware Corporation whose principal address is 575 Madison Avenue, 8th Floor, New  York, NY 10022 (Licensor), and 551 FX IB Associates, LLC a Delaware Limited Liability Company, whose principal address is located at 575 Madison Avenue, 8th Floor, New York, NY 10022 (Licensee).     WHEREAS, Licensor is the owner of a certain proprietary trading software known as the E-Path FX Trading Platform, specifically, and  variations thereof, along with documentation and related information, including the intellectual property rights pertaining thereto: and     WHEREAS, Licensor is the owner of the computer equipment (the Hardware) required for the operation of the Platform that is located  at a single centralized location, specifically at Internap Inc,76 Ninth Avenue, New York, New York10011; and     WHEREAS, Licensee desires to obtain from licensor a Non Exclusive, Non Transferrable license rights and licenses granted herein to the  Platform, for purposes of implementing and marketing an over-the-counter, (OTC) Foreign Currency Exchange Service utilizing the Platform; and     WHEREAS, Licensor shall convey a Non Exclusive license to the Licensee solely for Licensee's use in the field of foreign exchange  transactions only; and     WHEREAS, Licensor is willing to grant such rights, licenses and options under the terms and conditions of this agreement;     NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt  and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:        ARTICLE I  CERTAIN DEFINITIONS     For the purposes of this Agreement:





1.1 AFFILIATE means, in the case of any corporation, partnership, limited liability company or other business or investment entity, a  different business entity or other individual that directly or indirectly, through one or more intermediaries controls, or is controlled by, or  is under common control with the business entity.

1.2 CONFIDENTIAL INFORMATION shall mean, all existing and future information, including but not limited to Software documentation,  Software training and instruction manuals, data, reports, programs, methods, tapes, recorded notes, computer-generated data, tests,  studies and other written documents, computer programs, proprietary trade secrets and know-how, Software, Intellectual Property Rights  and any and all other information embodied in a tangible form relating to and disclosed to the Licensee in connection with this  Agreement, including but not limited to those related to the Licensed Technology. The foregoing items referenced in the preceding  sentence shall be deemed to be confidential within the meaning hereof when, and so long as it is not in possession of the Licensee  prior to the disclosure thereof (except in the event same wrongfully obtained by, or wrongly disclosed to the Licensee); or is not then and  does not become part of the public knowledge and literature through the fault of the Licensee.



















1.3 DERIVATIVE WORK means any additions, modifications, improvements or enhancements based upon or incorporating the Licensed  Technology, such as modifications, enhancements or any other form in which the Licensed Software may be recast, transformed or adapted.

1.4 DOCUMENTATION means documentation developed by Licensor from time to time in printed or computer file format relating to the  installation or use of the Licensed Software.

1.5 FIELD OF USE means, and is limited to, the utilization of the Licensed Technology by the Licensee for the exclusive purpose of  fulfilling Spot FX transactions by transmitting market data and orders. The Field of Use shall not include any functions or applications  not expressly described in the preceding sentence, but shall include functions or applications developed by Licensor to enhance the  performance within the Field of Use.

1.6 INTELLECTUAL PROPERTY RIGHTS means, collectively, all of the following intellectual and similar property rights of Licensor,  whether or not filed, perfected, registered, issued or recorded and whether now or hereafter existing including, but not limited to, all: (i)  patents, patent applications, and patent rights, including any and all continuations, divisions, reissues, reexaminations, or extensions  thereof; (ii) rights associated with works of authorship, including but not limited to copyrights, copyright applications and copyright  registrations. Moral Rights (as defined below) trademarks, trademark applications, service marks, trade dress and mask works; (iii) rights  relating to the protection of trade secrets, know-how and other confidential information including, but not limited to, rights in industrial  property and all associated information and confidential or proprietary information; (iv) industrial design rights; (v) utility models,  inventions, and/or discoveries; (vi) know-how or other data or information, software, databases and all embodiments or fixations thereof; (vii) Licenses, documentations, registrations and franchises, and all additions, improvements and accessions to , and books and records describing or used in connection with, any of the items set forth in the preceding clause and (viii) any rights analogous to those set forth  in the preceding clauses and any other proprietary rights relating to intangible property.

1.7 LICENSED KNOW-HOW means the proprietary know-how and trade secrets related to the Licensed Software and all Intellectual  Property Rights with respect to the Licensed Software.

1.8 LICENSED SOFTWARE means the Platform Software.













      ARTICLE II  LICENSE GRANT AND RESTRICTIONS       I. Licensee acknowledges and agrees that:





1.9 LICENSED TECHNOLOGY means the Licensed Know-How and the Licensed Software, collectively.

1.10 MORAL RIGHTS means and right of paternity or integrity, any right to claim authorship of, to object to or prevent and distortion,  mutilation or modification of, or other derogatory action in relation to, the subject work, whether or not such would be prejudicial to the  author's honor or reputation, to withdraw from circulation or control the publication or distribution of the subject work, or similar right,  existing under judicial or statutory law of any county in the world, or under and treaty, regardless of whether or not such right is  denominated or generally referred to as a moral right.

1.11 PLATFORM SOFTWARE means all Software owned, licensed and/or controlled by Licensor necessary for the Licensee to operate E- Path FX Trading Platform (Platform), which provides real-time consolidation of multiple Electronic Communication Networks (ECN)  markets, exchanges, and other pools of liquidity for Spot FX (collectively the Pools of Liquidity) via proprietary processes and front- end user interface for viewing market data and trading Spot FX.

1.12 SOFTWARE means computer programs and systems, whether embodied in software , firmware or otherwise, including, software  compilations, software, software implementations of algorithms, software tool sets, compilers, and software models and methodologies  (regardless of the stage of development or completion) including any and all: (a) media on which any of the foregoing is recorded; (b)  forms in which any of the foregoing is embodied (whether in Source Code, Object Code, executable code or human readable form); (c)  translation, ported versions and modifications or any of the foregoing. Source Code means fully documented human-readable source  code form of the Software, including programmer's notes and materials and documentation, sufficient to allow a reasonably skilled  programmer to understand the design, logic, structure, functionality, operation and features and to use, operate, maintain, modify,  support and diagnose errors. Object Code means Software in machine-readable form that is substantially or entirely in binary form or  otherwise directly executable by a computer after processing or linking.

i. The Licensed Technology is comprised of Licensor's trade secrets and other proprietary, confidential information; and

ii. Licensee will not sell, lease, lend, transfer, assign, hypothecate, or otherwise distribute the licensed programs to  any third party for use in the field of foreign exchange transactions unless the Licensee receives specific approval  of the Licensor.













   The licensee will not use the Licensed Technology or permit the use of the Licensed Technology for any illegal  purpose, and will use the Licensed Technology only in accordance with the terms of this License Agreement.

   Licensor, specifically and without limiting any of the foregoing assumes neither, responsibility or liability for the  availability, timeliness or accuracy of the system or any equipment, regardless of whether or not the equipment was recommended, selected, is contained for, or is located on the Licensor's premises.     The Licensee has independently evaluated the system, and has concluded that use of the system confers a  significant benefit to the Licensee. Accordingly the Licensee hereby assumes all liabilities and risks associated  with the use of the system and equipment, except for direct damages arising from gross negligence or willful  misconduct of the Licensor.

iii. Licensor hereby, subject to the terms and conditions of this Agreement and provided that Licensee makes  payments to Licensor as required under this Agreement, grants to Licensee a non-exclusive license to utilize  Licensed Technology solely in the Field of Use and subject to the additional restrictions set forth below and otherwise in this License Agreement.

iv. It is hereby acknowledged by Licensor, that Licensee desires to make use of the Licensed Technology to access  consolidated market data and to enter orders for trading Spot FX.

v. The Licensee's rights to access and use the Licensed Technology is limited to Licensor's operating hours, on days  that the foreign exchange markets are open for trading (FX) (Market Day). At the end of the Licensor's  operating hours or each market day the system will automatically transmit cancellation messages for each open  ticket that is processed on the system or on any of the Pools of Liquidity at that time. There is no guarantee that  these cancellations of the open tickets, nor that such tickets will not result in executions outside of the Licensor's  operating hours. The Licensee will be responsible for immediately reporting to the Licensor any apparent failure of  either transmissions or other system failure or delays.

vi. The Licensee will use the Licensed Technology only for (i) receiving market data, and (ii) entering trading tickets in  the ordinary course of the Licensee's business activities.

vii. The Licensee acknowledges and understands neither, the Licensor, nor any of its respective affiliates, employees,  officers or agents shall assume any responsibility or liability for the system's operations, involving the operations  of any equipment, (including but not limited to computer equipment or peripherals, server equipment,  communication equipment and data lines, all such equipment, collectively referred to herein as the Equipment).











   The foregoing shall apply regardless of whether a claim arises in contract, tort, negligence, strict  liability or otherwise.     II. Additional Restrictions. The Licensee expressly agrees and acknowledges that, notwithstanding anything herein to the contrary,  Licensee is not licensed to, and Licensee expressly agrees that it shall not(and shall not permit any third party to);







viii. The Licensee acknowledges and understands that accessing the Licensed Technology triggers and constitutes a  renewed assumption of such liabilities and risk.

i. The Licensee agrees that neither the Licensor, nor any of its respective affiliates, employees, officers,  or agents, shall be liable for any loss, damage, cost or expense, (direct or indirect) except for direct  damages arising from the gross negligence of willful misconduct of the Licensor.

ii. Licensor shall assume no liability, both contingent and otherwise, which may arise out of or be in any  way related to the following; (a) furnishing, performance, maintenance, use of, or inability to use all or  any part of the system, (b) any fault in the delivery or operation of the system, (c) suspension or  termination of the Licensee's ability to use all or part of the system, or any inaccuracies or omissions  in any information or documentation provided, (d) any failure or delay suffered or allegedly suffered  by Licensee in initiating and terminating trades, (e) the termination of all or part of this Licensee  Agreement by the Licensor, (f) the termination or modification of any and all parts of the License.

(a) use the Licensed Technology (all or any portion thereof) other than within the scope of the license granted by Licensor  under this Agreement;

(b) disclose any Licensed Technology to, or permit the use or access of any Licensed Technology by, any third party for any  reason without the prior written consent of Licensor;

(c) sublicense, assign, lease, transfer or distribute any Licensed Technology, or operate and Licensed Technology for  timesharing, rental, outsourcing, or service bureau operations, or to train persons (other than employees of the Licensee on  the use of any Licensed Technology solely in the Field of Use);













   In addition, Licensor acknowledges and agrees that, except to the extent necessary for Licensee to exercise its rights under  the license granted in this Agreement, Licensee is not being granted, and will not hold, any other intellectual property rights  of Licensor whatsoever. Licensee's rights in the Licensed Technology are hereby limited to the license rights expressly  granted to Licensee under this Agreement and all rights not expressly granted to Licensee herein are expressly reserved and  retained by Licensor. Licensee acknowledges that the grant of the license set forth in this Section is a non-exclusive license  and that the Licensor shall have the right to use and to license to other parties the Licensed Technology for any purpose  and in any manner as Licensor may determine in its sole discretion.     Licensee acknowledges and agrees that the restrictions set forth in this Section, constitute a material inducement and  consideration for Licensor's willingness to grant the license set forth herein. Any failure of Licensee to adhere to these restrictions will constitute a material failure of consideration and material breach of this Agreement that will entitle Licensor  to terminate this Agreement and all Licensee's rights and licenses hereunder upon written notice to Licensee in accordance  with the provisions of this Agreement.

(d) create or develop, and/or allow any third party to create or develop, any Derivative Work of any Licensed Technology;

(e) disclose any Licensed Technology to, or permit the use or access of any Licensed Technology by any individuals other  than the employees of the Licensee for use in the Field of Use.

(f) directly or indirectly, reverse engineer, reverse assemble, disassemble or decompile all and/or part of the Licensed  Technology, or otherwise attempt to discover any source code, algorithms, trade secrets or other proprietary rights  embedded in or relating to the Licensed Technology by any means whatsoever (except and solely to the extent that applicable law prohibits reverse engineering restrictions), nor shall it knowingly permit any other individual or corporation,  association, partnership, limited liability Licensee, joint venture, joint stock or other Licensee, business trust, trust,  organization, governmental authority or other entity of any kind to do so.

(g) Modify, alter, improve and/or change in any manner all and/or any portion of the Licensed Technology in any manner  without the prior written consent of Licensor.





   ARTICLE III  OWNERSHIP    Licensee acknowledges that Licensor owns all right, title, and interest in and to the Licensed Technology and all Intellectual Property  Rights therein. Licensee will not delete or in any manner alter the copyright, or other proprietary rights, notices of Licensor appearing on or in the  Licensed Technology as delivered to Licensee. Licensee will not copy or reproduce the Licensed Technology (including Derivative Works of  Licensed Technology), in whole or in part without the prior written consent of Licensor. To the extent Licensee is provided reproduction rights  pursuant to such written consent, Licensee must reproduce on each copy of any Software related to the Licensed Technology, all copyrights,  patent, or trademark notice, and any other proprietary legends that were provided in the originals. In addition, Licensee will use its reasonable  efforts to protect Intellectual Property Rights in the Licensed Technology and will report promptly to Licensor any infringement of such rights of  which the Licensee becomes aware. Licensor reserves the right at its discretion to assert claims against third parties for the infringement or  misappropriation of Licensor's Intellectual; Property Rights in the Licensed Technology and to retain all compensation, damages and other  amount payable to Licensor with regard to such infringement or misappropriation therein.       ARTICLE IV  TERM    I Subject to termination pursuant to this Agreement, the Non Exclusive license granted by Licensor to Licensee shall be for an initial  period of 36 months, commencing from the acceptance date, (the Initial Period). The Agreement may be renewed for an additional period of  seven (7) years at the option of the Licensor. Upon any breach by Licensee of any representation, warranty, covenant and/or obligation  hereunder, the Licensor may immediately terminate this Agreement and prohibit the Licensee's use of any and/or all of the Licensed Technology.  In the event of such immediate termination Licensor shall retain all of it rights under this Agreement and applicable law including but not limited to  the right to receive payments for all trades performed using the Licensed Technology.     II The Initial Period shall be extended by mutual written of the parties within 45 days of the close of the Initial Period.     III Any additional extension of this License Agreement will be by mutual agreement in writing.     ARTICLE V  LICENSEE FEE, TAXES, AND TERM     I As consideration for the Licensee to use the licensed programs and software system as set forth in this agreement, Licensee shall pay to  Licensor the Non Exclusive license fee as set forth below.





   (a) Form of Payment:     Licensee shall remit to Licensor, contemporaneous with the execution of this Agreement, a n  Initial Payment of  $35,000.00 which has previously been advanced by Licensee to the Licensor.     All payments provided for in this Agreement are exclusive of, (and Licensee shall pay) all taxes, customs, duties,  insurance, shipping, and other charges. Payments made to Licensor shall be in United States Dollars.     (b) Taxes:     All taxes in connection with this Agreement including foreign or domestic sales, use, personal property, excise, or other  similar taxes, duties, and charges that may become due as a result of sales of the Platform, however, designated, which charges shall be paid directly by Licensee.



   USER FEES - Non-Exclusive User Fee and Pay Periods

   Charges and Payment Terms



(c) Option

The Licensor shall grant to the Licensee a six month option (the Option) to purchase up to 3,333,333 shares of its  common stock. If the Option is exercised in part or in whole on or before June 30, 2009, the exercise price of the Option  shall be $0.15. However, if the Option is exercised after July 1, 2009, the exercise price of the Option shall be $0.20. The Licensor acknowledges that to date the Licensee has advanced the aggregate sum of $63,309, of which $28,309 shall be  applied against the partial exercise of the Option. Additional sums advanced to SFG, prior to the execution of this  Agreement, and subsequent to the execution of this Agreement shall be detailed in Schedule A and annexed hereto  and will be applied consistent with the terms of the Option granted pursuant to this section.

II. As compensation for the Licensee to use the Licensed Technology during the Initial Period, Licensee shall pay to Licensor, the  following user fees:

Monthly Notional  Volume bands  (US$bn) traded on  Platform by Licensee

Payments to Licensor  Fee rate per US$1million  traded  (for each one-way part  of the trade)

0-10 US$7.50

10-20 US$7.00

20-30 US$6.00

30-50 US$5.50

50+ US$5.00























   The cost of the audit will be borne by Licensor unless a discrepancy of more than five-percent (5%) is discovered, in which  case the cost of the audit shall be borne by Licensee.

i. For the purpose of this Agreement:

(i) Monthly Notional Volume  means the US$ (US Dollar) equivalent of the primary currency traded Client turnover,  provided that US$ (US Dollar) conversion should be made based upon the monthly revaluation rate (last business day) and volume should be rounded to the nearest million; and

(ii) For the avoidance of doubt, if any of the Monthly Notional Volume is reached in one relevant month, the fee rate per  trade applicable to the highest Monthly Notional Volume band reached in that month shall apply to all trades (each  way) in that month; not just to the trades within a particular band. For example, if in any given month the Monthly  Notional volume traded is (US$10.1 billion), the fee rate per (US$1 million trade will be US$7 for the entire amount of  US$10.1 billion.

III. Time of Payment

(a) Each payment for a particular calendar month shall be due no later than the (20th) day of the subsequent calendar month.

(b) The Licensee shall calculate the license fee payable to the Licensor for each month based on the Monthly Notional Volume  bands for that pay period and shall pay the Licensor accordingly. In no event shall the amount payable by the Licensor be  less than the amount recorded by the Licensee as being traded with the Licensed Technology multiplied by the applicable  Fees set forth above.

IV. Record Keeping and Reports

(a) As a condition of Licensee receiving the grant of a license herein, Licensee agrees to maintain reasonable records relating to  all trades conducted through the Licensed Technology and all other uses of the Licensed Technology by the Licensee  under this Agreement. Licensee shall prepare and submit summary quarterly reports to Licensor no later than 20 days  following the last business day of each calendar quarter, which reports must specify a complete record of usage of the  Licensed Technology by the Licensee and shall accompany the payments made to Licensor.

(b) Licensee agrees to allow an independent Certified Public Accountant or other Audit Professional, (selected by mutual  agreement) to audit and analyze appropriate accounting records to ensure compliance with all terms of this Agreement. Any  such audit shall be permitted by Licensee within 30 days of Licensee's receipt of a written request of Licensor.



















   Supplemental Payments will be paid by the Licensee to the Licensor within (10) days of receipt of said payments by the Licensee from third parties

   (a) Simultaneously with the execution hereof, the Licensor shall issue to the Licensee 350,000 shares of its common stock as a bonus.

(b) Rebate Shares. During the period commencing on the Acceptance Date through the thirty six (36th) month anniversary of this  Agreement, the Licensor shall remit to Licensee a series of rebates based upon the amount of Notional Volumes traded on the EPath FX  Trading Platform by Licensee. The computation of the rebates received by Licensee shall be expressed as a fixed percentage (15%) of  Billable Platform Fees paid by Licensee to Licensor. The rebates shall be payable in shares of Licensor's Common Stock; priced at $.25  cents per share. The amount of rebates earned by Licensee shall be calculated for each tranche of 30 Billion of Notional Volume traded in  the EPath FX Platform by Licensee. The amount of shares earned by Licensee shall terminate at the earlier of, the expiration of the term of  this Agreement or the receipt of Six (6,000,000) Million shares of Licensor's common stock by Licensee.    By way of illustration, if the Licensee trades 30 Billion of Notional Volume on the Platform, with a Billable Platform Fee of $279,000. The  rebate to Licensee will be calculated as follows:  Rebate = 15% of $279,000 = $41,850;  Shares of Licensor representing $41,850/$.25 = 167,400 shares of Licensor.

V. Enhancements: Supplemental Payments

I. During the term of the non-exclusive license agreement, Licensor shall receive from Licensee one third (33%) of the gross  amounts earned by the Licensee from third parties applicable to the following areas of the Licensed Technology usage (if any),  (Supplemental Payments):

(a) Clearing fees

(b) Banking Rebates (give-up fees)

(c) Processing of half pips

(d) Swap rates (swap interest rate differential)

(e) Currency spreads

II. Shares





  ARTICLE VI  SUB LICENSE AGREEMENT        Licensee agrees it shall not exchange, lease, sublease, distribute, assign, sell or otherwise transfer in any manner any right and/or interest  incident to the License Technology to any third party under any circumstances, without the prior written consent of the Licensor.          ARTICLE VII  TECHNICAL SUPPORT SERVICES       (a) The Licensor shall provide Technical Support Services relating to the maintenance and support of the Software and the Licensee shall pay  the Licensor $2,500 per month for such Technical Support Services.     (b) The Licensee may request that the Licensor performs further development and customization work for creating a unique client front end  and other enhancements to the Platform Software after the effective date. In the event the Licensee desires such services, the Licensee must agree  in writing to a price and the terms for such services based upon the scope of the work requested by Licensee. Until such an agreement is entered  into in writing, the Licensor shall have no obligation to perform such work.     (c) The parties agree that (except for the customization work) (above) all future enhancements to the Software, including any new Revisions,  Versions, updates to, or any other non-customized development work regarding the Software (which the Licensee may accept or decline) shall be  provided to the Licensee during the term of this Agreement at no additional cost.     (d) Except for the Charges set forth above, there shall be no additional fees payable by the Licensee to the Licensor for technical support  services pursuant to this Agreement, unless the parties agree to the contrary in writing.     (e) Licensee and Licensor Responsibilities





i. The Licensor shall provide customer support to Licensee on terms and conditions set forth herein below.

ii. The Licensee agrees to notify the Licensor in writing (including by email) or telephone promptly following the  discovery of any Error. Further, upon discovery of such an Error, Licensee agrees, if requested by the Licensor, to  submit to the Licensor a list of output and any other data that the Licensor may reasonably require to reproduce the  Error (to the extent reasonably available to the Licensee) and the operating conditions under which the Error occurred  or was discovered.









   (f) Error Corrections. During the term of this Agreement, the Licensor shall use commercially reasonable efforts to provide Error  Corrections for Errors in the Software reported by Licensee to the Licensor.     (g) Revisions. During the term of this Agreement, the Licensor shall make available to Licensee any Revisions of the Software or  Documentation at no extra charge, subject to limitations explicitly set forth in this Agreement. The Licensor will make such available to the  Licensee when the Licensor makes such Revisions generally available to its other licensees.     (h) Limitations. The Licensor shall have no obligation under this Agreement to make any modifications, Revisions, or Error Corrections,  other than those required to conform to the requirements of the Specifications and this Agreement. Notwithstanding the foregoing, the Licensor  shall have no obligation under this Agreement to correct Errors which result from the breach by Licensee of this Agreement, or which cannot be  remedied due to any modifications of the Software made by Licensee or any third party without authorization from the Licensor. If the Licensor  agrees to remedy any errors or problems not covered by the terms of this Agreement, Licensee shall pay the Licensor for all such work performed  at the Licensor's then-current standard rates. Licensee acknowledges that the Licensor is under no obligation to perform services with respect to  any hardware or any software which is not the Software.        ARTICLE VIII

CONTACT INFORMATION





Licensor Information:







iii. If required by the Licensee, the Licensor product managers and engineers will host free Web-based training seminars  covering a variety of topics to facilitate the use of the Software. These seminars will be broadcast on a periodic basis,  provided, however, that the Licensor is under no obligation to provide them on any specific schedule.

iv. Any software, modules, or other methods of communication developed by the Licensor in performing duties under this  Agreement shall be kept secure from access by the unauthorized third parties. Any failure of such security shall be  deemed, notwithstanding anything to the contrary, a failure of the Primary Function of the Software.

Account Manager: Michael C. Caska  Telephone: 917-226-9630  Fax: 646-607-9711  E-mail: mcaska@caskaco.com

Billing: Michael C. Caska  Telephone: 917-226-9630  Fax: 646-607-9711  E-mail: mcaska@caskaco.com

Tech Support: Michael C. Caska  Telephone: 917-226-9630  Fax: 646-607-9711  E-mail: mcaska@caskaco.com

Written Notices: SFG Financial Corporation

575 Madison Avenue, 8th Floor,

New York, NY 10022  Att: Michael C. Caska







Licensee Information:









   ARTICLE VIX

WARRANTY DISCLAIMER



THE LICENSED TECHNOLOGY IS PROVIDED ON AN AS IS BASIS WITHOUT WARRANTY OF ANY KIND AND LICENSOR HEREBY

DISCLAIMS ALL WARRANTIES CONCERNING THE LICENSED TECHNOLOGY, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT

LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR PARTICULAR PURPOSE ,

COMPLETENESS, USE, ACCURACY AND/OR TITLE. LICENSOR DOES NOT WARRANT THAT THE LICENSED TECHNOLOGY IS ERROR-

FREE OR THAT IT WILL MEET LICENSEE'S REQUIREMENTS OR THAT THE OPERATION OF THE LICENSED TECHNOLOGY WILL BE

UNINTERRUPTED,TIMELY SECURE OR ERROR-FREE, OR THAT ERRORS IN THE LICENSED TECHNOLOGY OR NONCONFORMITY TO ITS

DOCUMENTATION CAN OR WILL BE CORRECTED.



Account Manager: Name: Fred Miller  Telephone 212-605-0200  Fax: 212-605-0222  E-mail:_____________________________

Billing: Name: Fred Miller  Telephone 212-605-0200  Fax: 212-605-0222  E-mail:_____________________________

Written Notices: 551 FX IB Associates LLC

575 Madison Avenue, 8th Floor,

New York, NY 10022  Att: Fred Miller





   ARTICLE X

CONFIDENTIAL INFORMATION/NON SOLICITATION

   (a) NONDISCLOSURE. The Licensee shall not disclose, publish, or disseminate the Confidential Information to anyone other than the  Licensee's employees with a need to know and who have agreed in writing to be bound by the confidentiality provisions of this Section, or as may  be required by legal process. The Licensee agrees to use the same degree of care with respect to the Confidential Information that it takes to hold  in confidence its own most valuable proprietary information, but not less than reasonable care, to prevent any unauthorized use, disclosure, publication, or dissemination of the Confidential Information. The Licensee agrees to accept and use the Confidential Information only for the  purpose of carrying out its authorized activities under this Agreement. In the event the Licensee is required to disclose the Confidential  Information by an order of a court or governmental agency, then the Licensee shall first give written notice to Licensor to allow Licensor to make a  reasonable effort to obtain a protective order or other confidential treatment for the Confidential Information.     (b) NON SOLICITATION. During the Term of this Agreement and during the three year period after the expiration or termination of this  Agreement, the Licensee will not solicit any person employed by Licensor and/or its Affiliates to leave his or her employment with Licensor. For  purpose of this Article the term Solicit means any affirmative recruitment specifically aimed at one or more individuals identified by name, title or  affiliation, but shall not mean generally advertising job openings or any activities that constitute follow-up to individuals who respond to job  opening advertisements or who voluntarily initiate employment inquiries.        ARTICLE XI  INJUNCTIVE RELIEF    Licensee acknowledges that (i) any breach of its obligations under this Agreement with respect to the Licensed Technology, the  Licensed Know-How Rights, , the disclosure of Confidential Information and/or the Non Solicitation of Licensor Employees; (ii) any failure by  Licensee to use Licensed Technology strictly in accordance with the license rights granted to Licensee under this Agreement and/or (iii) any breach of its obligations under the additional restrictions contained in this Agreement, will cause Licensor irreparable injury for which there are inadequate remedies at law, and therefore, Licensor will be entitled to equitable relief without the posting of any bond or indemnity (including but  not limited to injunctive relief and the remedy of specific performance) in addition to all other rights and remedies provided by this Agreement or  available at law.





   ARTICLE XII  INDEMNITY    Licensee will be solely responsible for any commercial or legal liability that may arise as a result of Licensee's exercise of any of the  license rights granted by Licensor to Licensee under this Agreement, and Licensee shall defend, indemnify, and hold Licensor harmless from and  against any and all suits, claims, proceedings, judgments, awards, damages, loss, liability, cost and expenses (including without limitation  reasonable attorney's fees and other related costs) that are incurred or suffered by Licensor or any of its affiliates, directors, officers, employees, or  agents to the extent they arise or result, directly or indirectly, from (i) Licensee's exercise of any license or other rights granted to Licensee under  this Agreement; (ii) the conduct of Licensee's business directly or through any affiliate of Licensee and/or (iii) the breach by the License of any representation, warranty, obligation, restriction, term and/or covenant under this Agreement.

   ARTICLE XIII  EXCLUSION OF DAMAGES; LIMITATION OF LIABILITY       (a) IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE OR TO ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT,  INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF USE, DATA, BUSINESS OR PROFITS)  ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE, OPERATION OR PERFORMANCE OF ANY OF THE  LICENSED TECHNOLOGY, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT  (INCLUDING NEGLIGENCE), PRODUCT LIABILITY BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY OR CONDITION,  MISREPRESENTATION OR OTHERWISE, AND WHETHER OR NOT LICENSORHAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS  OR DAMAGE (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOSS OF DATA, GOODWILL, USE OF MONEY OR USE OF THE LICENSED TECHNOLOGY, INTERRUPTION IN USE OR AVAILABILITY OF DATA, STOPPAGE OF OTHER WORK OR IMPAIRMENT OR OTHER ASSETS), ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY OR CONDITION, BREACH OF CONTRACT,  MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT, OR OTHERWISE     UNDER NO CIRCUMSTANCE SHALL LICENSOR BE LIABLE FOR ANY ACTIONS, CLAIMS OR THE LIKE BY LICENSEE OR ANY THIRD  PARTY THAT THE USE OF THE LICENSED TECHNOLOGY HAS RESULTED, RESULTS OR MAY RESULT IN ANY INFRINGEMENT,  DEPRIVATION OR VIOLATION OF THE INTELLECTUAL PROPERTY, CONSTITUTIONAL, STATUTORY, CONTRACTUAL, COMMON LAW  OR OTHER RIGHTS OF ANY PERSON     (b) IN NO EVENT SHALL LICENSOR'S AGGREGATE CUMULATIVE TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED ONE  HALF OF THE AMOUNT PAID BY THE LICENSEE TO Licensor HEREUNDER.     (c) THIS SECTION IS A MATERIAL INDUCEMENT TO AND CONDITION FOR LICENSOR ENTERING INTO THIS AGREEMENT.





   ARTICLE XIX  INSOLVENCY    Either party shall have the right to terminate this Agreement immediately upon notice to the other party if the other party: (a) becomes the  subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the  benefit of creditors; or (b) becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency,  receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing.     ARTICLE XX  CERTAIN OTHER EVENTS OF TERMINATION    (a) Upon the occurrence of any Change of Control (as defined below) this Agreement and all Licensee's rights and licenses hereunder  shall automatically terminate unless, prior to the occurrence of such Change of Control, Licensor has consented to such Change of Control in a  writing executed by an officer of Licensor; provided that Licensor will not unreasonably withhold its consent to the consummation of a Change of  Control. For purposes of the preceding sentence, Licensor will be deemed to have reasonably withheld its consent to a Change of Control if any  person or entity who would acquire direct or indirect control (as defined below) of Licensee pursuant to such Change of Control then conducts a  business that is directly or indirectly competitive with a business then conducted by Licensor or any of its Affiliates and/or Licensor reasonably believes that Licensor's interests will be adversely effected by the continuing of this Agreement upon such a Change in Control. As used herein,  the term CHANGE OF CONTROL means: (i) a transaction or series of related transactions that results in the sale or other disposition of all or substantially all of Licensee's assets; or (ii) a merger or consolidation in which Licensee is not the surviving corporation or in which, if Licensee is  the surviving corporation, the shareholders of Licensee immediately prior to the consummation of such merger or consolidation do not,  immediately after consummation of such merger or consolidation, own stock or other securities of Licensee that possess a majority of the voting  power of all Licensee's outstanding stock and other securities and the power to elect a majority of the members of Licensee's board of directors; or  (iii) a transaction or series of related transactions (which may include without limitation a tender offer for Licensee's stock or the issuance, sale or  exchange of stock of Licensee) if the shareholders of Licensee immediately prior to the initial such transaction do not, immediately after  consummation of such transaction or any of such related transactions, own stock or other securities of Licensee that possess a majority of the  voting power of all Licensee's outstanding stock and other securities and the power to elect a majority of the members of Licensee's board of  directors. As used herein, the term CONTROL (including, with correlative meanings, the terms, CONTROLS CONTROLLING,  CONTROLLED BY or UNDER COMMON CONTROL WITH) with respect to a designated person means the possession, directly or indirectly,  of the power to vote a majority of the securities having voting power for the election of directors (or other persons acting in similar capacities) of  such person or otherwise to direct or cause the direction of the management and policies of such person, whether through the ownership of voting  securities, by contract or otherwise.     (b) In the event Licensee winds up, dissolves or otherwise ceases doing business, Licensor shall be entitled to terminate this Agreement  immediately upon written notice to Licensee.





   ARTICLE XXI  EFFECT OF TERMINATION    Upon termination of this Agreement: for any reason (a) the rights and licenses granted to Licensee pursuant to this Agreement will  automatically terminate, and (b) Licensee shall, within five (5) days, ship to Licensor all Licensed Technology, API's Documentation with respect  to the Licensed Technology and other Confidential Information in Licensee's possession or control, and an officer of Licensee shall certify in  writing that Licensee as complied with the provisions of this Section. All of the Licensor's rights under this Agreement shall survive termination of  this Agreement.



   ARTICLE XXII  RIGHT OF FIRST REFUSAL    During the term of this Agreement, the Licensor shall have the right (the Right of First Refusal), for a period (the Exercise Period)  expiring at 11:59 PM (Eastern Time) on the fifth (5th) business day after the giving of written notice by the Licensee that it has received a bonafide  offer from a third party to (ii) purchase all or substantially all of the assets of Licensee; or (ii) to engage in a merger or consolidation in which  Licensee is not the surviving corporation or in which, if Licensee is the surviving corporation, the owners of Licensee immediately prior to the  consummation of such merger or consolidation do not, immediately after consummation of such merger or consolidation, own stock or other  securities of Licensee that possess a majority of the voting power of all Licensee's outstanding stock and other securities and the power to elect a  majority of the members of Licensee's board of directors.

   In the event the Licensor declines or fails to exercise in full the Right of First Refusal before the expiration of the Exercise Period, the

Licensee shall have the right to consummate the transaction with the third party.

   ARTICLE XXIII  NON EXCLUSIVE REMEDY    Termination of this Agreement by either party will be a nonexclusive remedy for breach and will be without prejudice to any other right or  remedy of such party.    NO DAMAGES FOR TERMINATION. NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR DAMAGES OF ANY KIND, INCLUDING  WITHOUT LIMITATION INCIDENTAL OR CONSEQUENTIAL DAMAGES, DAMAGES FOR THE LOSS OF GOODWILL, PROSPECTIVE  PROFITS OR ANTICIPATED INCOME, OR DAMAGES RESULTING FROM ANY EXPENDITURES, INVESTMENTS, LEASES OR  COMMITMENTS MADE BY EITHER PARTY ON ACCOUNT OF THE TERMINATION OR EXPIRATION OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS.





  ARTICLE XXIV

GENERAL PROVISIONS

   (a) GOVERNING LAW. The parties agree that it is to their mutual benefit that their respective rights and obligations under this Agreement  are guided by, and their disputes hereunder are determined in accordance with, a well developed body of law. Accordingly, the parties agree that  the validity, interpretation and legal effect of this Agreement shall be governed by the internal laws of the State of New York, U.S.A., applicable to  contracts entered in and performed entirely within the State of New York, U.S.A. without regard to any conflict of law principles. The parties agree  that any legal suit, action or proceeding arising out of or relating to this Agreement must be instituted in the City of New York, State of New York,  and the parties each (i) irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York, or  any court of the State of New York, and (ii) waives any objection to the venue of any such suit, action or proceeding and any claim relating to  forum non conveniens. In any such suit, action, or proceeding, any summons, order to show cause, writ, judgment, decree or other process may be  delivered to the parties outside the State of New York or outside the United States and when so delivered, such party shall be subject to the  jurisdiction of such court, and amenable to the process so delivered as though the same had been served within the State of New York but outside  the county in which such suit, action or proceeding is pending.    (b) COMPLIANCE WITH LAWS. Licensee agrees to comply in all material respects with all applicable laws, rules, and regulations in connection  with its activities under this Agreement, including without limitation, any applicable export controls imposed by the U.S. Export Administration Act  of 1978, as amended (the ACT) and the regulations promulgated under the Act.    (c) ASSIGNMENT. Licensee may not assign this Agreement or assign, sublicense and/or transfer in any manner its license rights hereunder in  whole or in part without Licensor's prior written consent. Any attempt to assign this Agreement or assign, sublicense and/or transfer in any  manner Licensee's license rights hereunder without such consent will be void and of no effect. For purposes of this Agreement, any Change of  Control (as defined in Section 13.4(a)) shall be governed by the provisions of the section entitled Change Of Control and not the provisions of this  Section Subject to the terms of this Section, this Agreement will bind and inure to the benefit of the parties and their respective successors and  permitted assigns.    (d) ATTORNEYS' FEES. In the event that any action or proceeding is brought in connection with this Agreement, the prevailing party shall be  entitled to recover its costs and reasonable attorneys' fees following a final judgment.    (e) SEVERABILITY. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, then that  provision of the Agreement will not be voided, but rather will be enforced to the maximum extent legally permissible and the other provisions of  this Agreement will remain in full force and effect.





  (f) INDEPENDENT CONTRACTOR. The parties to this Agreement are independent contractors and this Agreement will not establish any  relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither party will have the power to bind the  other or incur obligations on the other's behalf without the other's prior written consent.    (g) NOTICES. All notices required or permitted under this Agreement will be in writing and delivered by confirmed facsimile transmission,  by courier or overnight delivery service, or by certified mail, and in each instance will be deemed given upon receipt. All communications to a party  will be sent to the address of the party set forth in the preamble above or to such other address as may be specified by such party to the other in  accordance with the Section called Contact Information. Either party may change its address for notices under this Agreement by giving written  notice to the other party by the means specified in this Section.    (h) COUNTERPARTS. This Agreement may be executed in counterparts, each of which will be deemed an original, but both of which  together will constitute one and the same instrument.    (e) ENTIRE AGREEMENT. This Agreement, constitutes the complete and exclusive agreement between the parties with respect to the  subject matter hereof, superseding and replacing any and all prior and contemporaneous agreements, communications, and understandings (both  written and oral) regarding such subject matter.    (h) MODIFICATION. No modification to this Agreement, nor any waiver of any rights, shall be effective unless consented to in writing  and the waiver of any breach or default shall not constitute a waiver of any other right or of any subsequent breach or default.    (i) FORCE MAJEURE. Except for the obligations to make payments hereunder, each Party shall be relieved of the obligations hereunder to  the extent that performance is delayed or prevented by any cause beyond its reasonable control, including without limitation, acts of God, public  enemies, war, civil disorder, fire, flood, explosion, labor disputes or strikes or any acts or orders of any governmental authority.    (j) CONSTRUCTION. The parties agree that no ambiguity (if any) found in this Agreement shall be resolved against any party by virtue  of its participation in the drafting of this Agreement.    (k) REPRESENTATION BY COUNSEL. Each party acknowledges that it has had the opportunity to be represented by separate  independent counsel in the negotiation of this Agreement, that any such respective attorneys were of its own choosing, that each authorized  representative has read this Agreement and that it understands its meaning and legal consequences to each party. Each Party warrants and  represents that it has consulted with its attorney of choice, or voluntarily chose not to do so, concerning the execution, the meaning and the import of this Agreement, and has read this Agreement and fully understands the terms hereof as signified by its signature below, and is executing  the same of its own free will for the purposes and consideration herein expressed. Each Party warrants and represents that it has had sufficient time  to consider whether to enter into this Agreement and that it is relying solely on its own judgment and the advice of its own counsel, if any, in  deciding to execute this Agreement. Each Party warrants and represents that it has read this Agreement in its entirety and has consulted with its  attorney, if any concerning the execution of this Agreement. If any or all Parties have chosen not to seek counsel, said party or parties hereby  acknowledge that it or they refrained from seeking counsel entirely of its or their own volition and with full knowledge of the consequences of  such a decision.





     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the Effective Date by their duly authorized  representatives.









SFG FINANCIAL CORP. 551 FX IB ASSOCIATES LLC

By: /s/ Michael C. Caska By: /s/ Fred Miller

Name: Michael C. Caska Fred Miller

Title: Chief Executive Officer Title: Member Manager 
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.

Output: Licensor shall assume no liability, both contingent and otherwise, which may arise out of or be in any  way related to the following; (a) furnishing, performance, maintenance, use of, or inability to use all or  any part of the system, (b) any fault in the delivery or operation of the system, (c) suspension or  termination of the Licensee's ability to use all or part of the system, or any inaccuracies or omissions  in any information or documentation provided, (d) any failure or delay suffered or allegedly suffered  by Licensee in initiating and terminating trades, (e) the termination of all or part of this Licensee  Agreement by the Licensor, (f) the termination or modification of any and all parts of the License.


Input: Consider Input: EXHIBIT 10.3

                         INTELLECTUAL PROPERTY AGREEMENT

                                     BETWEEN

                                  EQUIFAX INC.

                                       AND

                                  CERTEGY INC.

                                  JUNE 30, 2001

                                TABLE OF CONTENTS

                                                                                                      ARTICLE I DEFINITIONS...............................................................................     3    Section 1.1.     Definitions.....................................................................     3

ARTICLE II CONVEYANCE OF CERTAIN ASSETS; ASSUMPTION OF CERTAIN LIABILITIES..........................     8    Section 2.1.     Transferred Equifax Assets......................................................     8    Section 2.2.     Transferred Certegy Assets......................................................     8    Section 2.3.     Assumption of Liabilities.......................................................     9    Section 2.4.     Completion of Transactions......................................................     9

ARTICLE III THIRD PARTY AGREEMENTS..................................................................    10    Section 3.1.     Third Party Agreements..........................................................    10    Section 3.2.     Required Consents...............................................................    11    Section 3.3.     Discharge of Liabilities........................................................    12

ARTICLE IV LICENSED MATERIALS.......................................................................    12    Section 4.1.     Grant of Licenses by Equifax....................................................    12    Section 4.2.     Ownership of Enhancements by Certegy............................................    15    Section 4.3.     License to Marks................................................................    15    Section 4.4.     Grant of License by Certegy.....................................................    16    Section 4.5.     Ownership of Enhancements by Equifax............................................    18    Section 4.6.     Data............................................................................    19    Section 4.7.     Mutual Obligations..............................................................    19

ARTICLE V THE CLOSING...............................................................................    21    Section 5.1.     Equifax Deliverables............................................................    21    Section 5.2.     Certegy Deliverables............................................................    21

ARTICLE VI REPRESENTATIONS AND WARRANTIES...........................................................    22

ARTICLE VII INDEMNIFICATION.........................................................................    22    Section 7.1.     Certegy Indemnification of the Equifax Group....................................    22    Section 7.2.     Equifax Indemnification of the Certegy Group....................................    23    Section 7.3.     Insurance and Third Party Obligations...........................................    23

ARTICLE VIII INDEMNIFICATION PROCEDURES.............................................................    23    Section 8.1.     Notice and Payment of Claims....................................................    23    Section 8.2.     Notice and Defense of Third Party Claims........................................    23

ARTICLE IX CONFIDENTIALITY..........................................................................    25    Section 9.1.     Exclusions......................................................................    25    Section 9.2.     Confidentiality.................................................................    25    Section 9.3.     Employee Confidentiality Agreements.............................................    26

                                        1

                                                                                                         Section 9.4.     Rights and Remedies.............................................................    27    Section 9.5.     Competitive Activities..........................................................    27    Section 9.6.     No Implied Rights...............................................................    27

ARTICLE X CONTINUED ASSISTANCE......................................................................    28    Section 10.1.    Continued Assistance and Transition.............................................    28    Section 10.2.    Records and Documents...........................................................    28    Section 10.3.    Litigation Cooperation..........................................................    29

ARTICLE XI MISCELLANEOUS............................................................................    29    Section 11.1.    Expenses........................................................................    29    Section 11.2.    Notices.........................................................................    29    Section 11.3.    Amendment and Waiver............................................................    30    Section 11.4.    Entire Agreement................................................................    30    Section 11.5.    Parties in Interest.............................................................    31    Section 11.6.    Further Assurances and Consents.................................................    31    Section 11.7.    Severability....................................................................    31    Section 11.8.    Governing Law...................................................................    31    Section 11.9.    Counterparts....................................................................    31    Section 11.10.   Disputes........................................................................    32    Section 11.11.   Force Majeure...................................................................    32    Section 11.12.   Documentation...................................................................    32





   Section 11.13.   Headings........................................................................    32

EXHIBIT A - CERTEGY GROUP EXHIBIT B - TRANSFERRED EQUIFAX ASSETS EXHIBIT C - EQUIFAX THIRD PARTY AGREEMENTS - TRANSFERS

EXHIBIT E - TRANSFERRED CERTEGY ASSETS EXHIBIT F - CERTEGY THIRD PARTY AGREEMENTS - TRANSFERS EXHIBIT G - CERTEGY THIRD PARTY AGREEMENTS - RIGHTS GRANTED EXHIBIT H - SPECIFIED EQUIFAX LIABILITIES EXHIBIT I - SPECIFIED CERTEGY LIABILITIES EXHIBIT J - LICENSED EQUIFAX MATERIALS EXHIBIT K - LICENSED CERTEGY MATERIALS EXHIBIT L - UTILITY SOFTWARE PROGRAMS EXHIBIT M - OTHER IP ASSETS EXHIBIT N - PROJECTED MIPS

                                        2

                                                                    EXHIBIT 99.5

                         INTELLECTUAL PROPERTY AGREEMENT

     THIS INTELLECTUAL PROPERTY AGREEMENT (Agreement), dated as of June 30, 2001, is entered into by Equifax Inc., a Georgia corporation (Equifax), and Certegy Inc., a Georgia corporation (Certegy).

                                   BACKGROUND

     A. Certegy is a wholly owned subsidiary of Equifax formed among other reasons for the purpose of taking title to the intellectual property assets and assuming the associated liabilities related to the business operations of the Certegy Group (as defined below).

     B. The Board of Directors of Equifax has determined that it is in the best interests of Equifax and its shareholders to transfer, assign and/or license to, or acquire on behalf of, Certegy and Designated Certegy Members (defined below), as part of the contribution to the capital of Certegy, certain intellectual property assets used in the business operations of the Certegy Group as described herein and currently utilized to operate the Certegy Business (as defined below), and to receive in exchange therefor the consideration described in the Distribution Agreement (as defined below).

     C. The Board of Directors of Certegy has determined that it is in the best interests of Certegy and its shareholders to transfer, assign and/or license to, or acquire on behalf of, Equifax and Designated Equifax Members (defined below) certain intellectual property assets.

     D. The parties intend that the Distribution (as defined in the Distribution Agreement) not be taxable to Equifax or its shareholders pursuant to Section 355 of the Code (as defined below).

     E. Equifax and its Affiliates (defined below) own certain intellectual property that is used in, or may be useful in, the conduct of the business operations of the Equifax Group (defined below) and/or the Certegy Group. Equifax and Certegy have determined that subject to the terms herein: (1) ownership of certain of such intellectual property shall be transferred to the entity specified in this Agreement on or before the Distribution Date (defined below); (2) certain intellectual property owned by Equifax and/or its Affiliates shall be licensed to the entity(ies) specified in this Agreement on or before the Distribution Date; and (3) the respective rights and obligations of Equifax and/or its Affiliates under certain Third Party Agreements (defined below) shall be acquired, assumed or otherwise transferred to the entity(ies) specified in this Agreement, subject to the consent of the applicable Third Party Provider (defined below).

     F. The parties have determined that it is necessary and desirable to describe the principal transactions required to effect the allocation of their respective intellectual property rights in conjunction with the Distribution and to set forth other agreements that will govern certain other matters regarding the parties' respective intellectual property rights following the Distribution.

     NOW, THEREFORE, in consideration of the foregoing premises, the mutual agreements and covenants contained in this Agreement, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

                                   ARTICLE I

                                  DEFINITIONS

     Section 1.1. Definitions

     As used herein, the following terms have the following meanings:

     (a) Action means any claim, suit, arbitration, inquiry, proceeding or investigation by or before any court, governmental or other regulatory or administrative agency or commission or any other tribunal.

     (b) Affiliate means, with respect to Equifax, any Person, which, whether directly or indirectly, is Controlled by or is under common Control with Equifax





prior to the Distribution Date.

     (c) Certegy Business means the businesses conducted by the members of the Certegy Group as of the Distribution Date.

     (d) Certegy Continued Use Materials means any and all IP Assets (other than Transferred Assets) owned and/or held by a member of the Equifax Group that satisfy each of the following criteria: (i) such IP Assets were used in the Certegy Business during the twelve (12) calendar months prior to the Distribution Date and for which a continuing business requirement exists on the Distribution Date, and (ii) such IP Assets or the services, information or deliverables produced with such IP Assets (A) are not made commercially available by the Equifax Group to third parties on the Distribution Date, and (B) are not made available to the Certegy Group after the Distribution Date pursuant to the Intercompany Data Purchase Agreement or the Transition Support Agreement.

     (e) Certegy Enhancements means software and/or associated documentation created by or for any member of the Certegy Group on or after the Closing Date, that provides processing capabilities, functionality or efficiencies, maintenance, bug fixes or updates not contained in the Transferred Equifax Assets as of the Closing Date and which is intended for use with and requires a portion of the Transferred Equifax Assets in order to function properly.

     (f) Certegy Group means the entities set forth on Exhibit A and any of their respective subsidiaries.

                                        2

     (g) Certegy Indemnitees has the meaning given in Section 7.2.

     (h) Certegy Liabilities means all unsatisfied Liabilities, whether arising before, on or after the Distribution Date, based upon or arising out of the ownership, use or possession by the Certegy Group of the Transferred Equifax Assets, the Licensed Equifax Materials or the Equifax Marks.

     (i) Certegy Third Party Use Rights means the rights granted to or secured for Equifax or one or more Designated Equifax Members pursuant to Section 3.1(b)(ii).

     (j) Closing Date means the Effective Time, as defined in the Distribution Agreement.

     (k) Code means the Internal Revenue Code of 1986, as amended.

     (l) Company Information means collectively the Proprietary Information and the Confidential Information of the disclosing party. Company Information also includes information that has been disclosed to Equifax or any of its Affiliates prior to the Distribution Date, or to any member of either Group after the Distribution Date, by a third party subject to an obligation to treat such information as confidential or secret.

     (m) Confidential Information means any and all confidential business information of the disclosing party that does not constitute Proprietary Information and that is the subject of efforts by the disclosing party that are reasonable under the circumstances to maintain its secrecy and confidentiality, including without limitation, the existence and nature of the relationship between the parties, employees of the disclosing party, and any and all additional information disclosed by the disclosing party to the receiving party as a result of the receiving party's access to and presence at the disclosing party's facilities.

     (n) Control means the ownership, directly or indirectly, of more than fifty percent (50%) of the voting shares of an entity, or other possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, or the power to veto major policy decisions of any such entity, whether through the ownership of voting securities by contract, or otherwise.

     (o) Derivative Work means a work based on one or more pre-existing works, including without limitation, a condensation, transformation, expansion or adaptation, that would constitute a copyright infringement if prepared without authorization of the owner of the copyright of such pre-existing work.

     (p) Designated Certegy Member means a member of the Certegy Group, as designated by Certegy in its sole discretion.

     (q) Designated Equifax Member means a member of the Equifax Group, as designated by Equifax in its sole discretion.

     (r) Disputes has the meaning given in the Distribution Agreement.

                                        3

     (s) Distribution Agreement means that certain Distribution Agreement entered into on or prior to the Distribution Date between Equifax and Certegy, as amended from time to time.

     (t) Distribution Date means the day as of which the Distribution shall be effective, as determined by the Board of Directors of Equifax, or such committee





of such Board of Directors as shall be designated by the Board of Directors of Equifax.

     (u) Divested Business means the sale or other transfer of a member of either Group, or a portion of the business operations of any such member, to an unrelated third party after the Distribution Date.

     (v) Equifax Business means the businesses now or formerly conducted by Equifax and its present and former Affiliates, other than the Certegy Business.

     (w) Equifax Continued Use Materials means any and all IP Assets (other than Transferred Assets) owned and/or held by a member of the Certegy Group that satisfy each of the following criteria: (i) such IP Assets were used in the Equifax Business during the twelve (12) calendar months prior to the Distribution Date and for which a continuing business requirement exists on the Distribution Date, and (ii) such IP Assets or the services, information or deliverables produced with such IP Assets (A) are not made commercially available by the Certegy Group to third parties on the Distribution Date, and (B) are not made available to the Equifax Group after the Distribution Date pursuant to the Intercompany Data Purchase Agreement or the Transition Support Agreement.

     (x) Equifax Enhancements means software and/or associated documentation created by or for any member of the Equifax Group on or after the Closing Date, that provides processing capabilities, functionality or efficiencies, maintenance, bug fixes or updates not contained in the Transferred Certegy Assets on the Closing Date and which is intended for use with and requires a portion of the Transferred Certegy Assets in order to function properly.

     (y) Equifax Group means Equifax and its Affiliates existing on the Distribution Date and as modified from time to time thereafter, excluding all members of the Certegy Group.

     (z) Equifax Indemnitees has the meaning given in Section 7.1.

     (aa) Equifax Liabilities means all unsatisfied Liabilities, whether arising before, on or after the Distribution Date, based upon or arising out of the ownership, use or possession by the Equifax Group of the Transferred Certegy Assets or the Licensed Certegy Materials.

     (bb) Equifax Marks mean the Marks owned by Equifax or its Affiliates.

     (cc) Equifax Third Party Use Rights means the rights granted to or secured for Certegy or one or more Designated Certegy Members pursuant to Section 3.1(a)(ii).

     (dd) Group means the Certegy Group and/or the Equifax Group.

     (ee) Indemnifiable Losses has the meaning given in Section 7.1.

                                        4

     (ff) Indemnified Party has the meaning given in Section 8.1.

     (gg) Indemnifying Party has the meaning given in Section 8.1.

     (hh) Intercompany Data Purchase Agreement means that certain Intercompany Data Purchase Agreement entered into on or prior to the Distribution Date between Equifax and Certegy, as amended from time to time.

     (ii) IP Assets means all intellectual property rights in and to any ideas, trade secrets, specifications, designs, masks, mask works, copyrights, patents, Marks and other proprietary rights, of every kind and description, wherever located, including without limitation, all electronic circuit designs, works of authorship, databases, compositions of matter, computer software (whether such computer software constitutes custom software, firmware or systems created by, or for the exclusive use of either party, or otherwise), algorithms, and works of authorship expressing such algorithms.

     (jj) Liabilities means any and all claims, debts, liabilities and obligations, absolute or contingent, matured or not matured, liquidated or unliquidated, accrued or unaccrued, known or unknown, whenever arising, with respect to a specified object, matter, contract, commitment or undertaking, including without limitation, all claims, debts, liabilities and obligations arising under any law, rule, regulation, action, order or consent decree of any governmental entity or any award of any arbitrator of any kind, related thereto or arising under any contract, commitment or undertaking relating to such specified object, matter, contract, commitment or undertaking.

     (kk) Licensed Certegy Materials means those IP Assets identified on Exhibit K and the Equifax Continued Use Materials.

     (ll) Licensed Equifax Materials means those IP Assets identified on Exhibit J and the Certegy Continued Use Materials.

     (mm) Licensed Materials means the Licensed Certegy Materials and/or Licensed Equifax Materials.

     (nn) Marks means trademarks, service marks, domain names, tradenames, and other slogans, designs and distinctive advertising, whether or not registered or filed with any governmental agency.

     (oo) Person means an individual, partnership, joint venture, association,





corporation, limited liability company, trust or any other legal entity.

     (pp) Proprietary Information means all non-public information whether tangible or intangible related to the services or business of the disclosing party that (i) derives economic value, actual or potential, from not being generally known to or readily ascertainable by another Person who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts by the disclosing party that are reasonable under the circumstances to maintain its secrecy, including without limitation, (A) marking any information reduced to tangible form clearly and conspicuously with a legend identifying its confidential or proprietary nature; (B) identifying any

                                        5

oral communication as confidential immediately before, during, or after such oral communication; or (C) otherwise treating such information as confidential or secret. Assuming the criteria in clauses (i) and (ii) above are met, Proprietary Information includes information, without regard to form, including, but not limited to, technical and nontechnical data, databases, formulas, patterns, designs, compilations, computer programs and software, devices, inventions, methods, techniques, drawings, processes, financial data, financial plans, product plans, lists of actual or potential customers and suppliers (which are not commonly known by or available to the public), research, development, and existing and future products.

     (qq) Related Agreements means all of the written agreements, instruments, understandings, assignments or other arrangements entered into in connection with the transactions contemplated hereby (other than this Agreement), including without limitation, the Distribution Agreement, Intercompany Data Purchase Agreement and Transition Support Agreement.

     (rr) Representatives means, individually and collectively, officers, directors, employees, agents, and/or independent contractors of each member of the Group.

     (ss) Required Consents means any consents or approvals required to be obtained (i) to allow the transfer of any assets to and the assumption of the obligations attendant therewith by a party and release of the transferring party from such obligations; (ii) to allow a party to assume financial, support, operational, management and/or administrative responsibility for the Third Party Rights utilized in the operation of the Equifax Business or Certegy Business, respectively; (iii) for the licensing, acquiring, transfer and/or grant of the rights to the Equifax Group or Certegy Group, respectively, to use the Third Party Rights as contemplated by this Agreement; and/or (iv) for a party to have access to and use of the space, equipment, software and/or third party services provided under the Third Party Agreements entered into by the other party as contemplated by this Agreement.

     (tt) Third Party Agreements means agreements, contracts or arrangements between Equifax and/or its Affiliates, on the one hand, and a Third Party Provider, on the other.

     (uu) Third Party Claim has the meaning given in Section 8.2.

     (vv) Third Party Provider means a Person other than a member of either Group that provides products, software, services, maintenance and/or support to Equifax or one or more of its Affiliates.

     (ww) Third Party Rights means rights granted to Equifax and/or its Affiliates pursuant to a Third Party Agreement, including (i) all service, support and maintenance rights related thereto or attendant therewith, and (ii) all contractual rights, commitments, undertakings and obligations (including service, data processing, support and maintenance rights and obligations) attendant therewith or directly related thereto.

     (xx) Third Party Use Rights means the respective Equifax Third Party Use Rights and Certegy Third Party Use Rights.

                                        6

     (yy) Transferred Assets means the Transferred Equifax Assets and Transferred Certegy Assets.

     (zz) Transferred Equifax Assets means the assets to be acquired on behalf of, or transferred to, Certegy or one or more Designated Certegy Members as described in Section 2.1.

     (aaa) Transferred Equifax Third Party Agreements means the Third Party Agreements, the rights and obligations of which are to be acquired on behalf of, or transferred to, Certegy or one or more Designated Certegy Members pursuant to Section 3.1(a)(i).

     (bbb) Transferred Certegy Assets means the assets to be acquired on behalf of, or transferred to, Equifax or the one or more Designated Equifax Members as described in Section 2.2.

     (ccc) Transferred Certegy Third Party Agreements means the Third Party Agreements, the rights and obligations of which are to be acquired on behalf of, or transferred to, Equifax or one or more Designated Equifax Members pursuant to Section 3.1(b)(i).





     (ddd) Transferred Third Party Agreements means the respective Transferred Equifax Third Party Agreements and/or the Certegy Transferred Third Party Agreements.

     (eee) Transition Support Agreement means that certain Transition Support Agreement entered into on or prior to the Distribution Date between Equifax and Certegy, as amended from time to time.

     (fff) Utility Software Programs means the software programs set forth on Exhibit L.

                                   ARTICLE II

         CONVEYANCE OF CERTAIN ASSETS; ASSUMPTION OF CERTAIN LIABILITIES

     Section 2.1. Transferred Equifax Assets.

     Effective as of the Closing Date, and subject to Sections 2.3 and 2.4 and Article III hereof, Equifax agrees, at its expense, to transfer, or cause to be transferred, to Certegy or to a Designated Certegy Member all right, title and interest held by Equifax and/or its Affiliates as of the Closing Date in and to each of the assets identified on Exhibit B hereto, subject to the retained rights described therein. Except as set forth on Exhibit B, no other assets (other than Transferred Equifax Third Party Agreements) are being transferred by Equifax (or a member of the Equifax Group) pursuant to this Agreement.

     Section 2.2. Transferred Certegy Assets.

     Effective as of the Closing Date, and subject to Sections 2.3 and 2.4 and Article III hereof, Certegy agrees to transfer, or cause to be transferred, to Equifax or to a Designated Equifax Member all right, title and interest held by the members of the Certegy Group as of the Closing Date in and to each of the assets identified on Exhibit E, subject to the retained rights

                                        7

described therein. Except as set forth on Exhibit E, no other assets (other than Transferred Certegy Third Party Agreements) are being transferred by Certegy (or a member of the Certegy Group) pursuant to this Agreement. The expenses payable to third parties that are not members of either Group to effect such transfers shall be the financial responsibility of Equifax.

     Section 2.3. Assumption of Liabilities.

     (a) As of the Closing Date, Equifax shall, or shall cause the respective Designated Equifax Member to, assume all payment and performance obligations attendant with the Transferred Certegy Assets and the Equifax Liabilities, including, without limitation, the Liabilities identified on Exhibit H.

     (b) As of the Closing Date, Certegy shall, or shall cause the respective Designated Certegy Member to, assume all payment and performance obligations attendant with the Transferred Equifax Assets and the Certegy Liabilities, including, without limitation, the Liabilities identified on Exhibit I.

     Section 2.4. Completion of Transactions.

     (a) In the event that any conveyance of a Transferred Asset, Transferred Third Party Agreement, or the provision of a Third Party Right or Third Party Use Right, or assumption of any Liability, required by this Agreement is not effected on or before the Closing Date, the obligation to transfer such Transferred Asset or Transferred Third Party Agreement, provide such Third Party Right or Third Party Use Right, and assume such Liability shall continue past the Closing Date and shall be effected by the parties as soon thereafter as practicable; provided, however, that neither party shall be obligated under this paragraph to transfer any Transferred Third Party Agreement and/or provide Third Party Use Rights that either (i) did not exist as of the Closing Date or (ii) are no longer required by the party who is the intended transferee of the respective Third Party Agreement or is entitled to receive the Third Party Use Rights for the continued operation of such party's business.

     (b) If any Transferred Asset or Transferred Third Party Agreement may not be transferred or acquired by reason of a requirement to obtain a Required Consent or any other approval of any third party and such Required Consent or other approval has not been obtained by the Closing Date, then such Transferred Asset or Transferred Third Party Agreement shall not be transferred or acquired until such Required Consent or other approval has been obtained. Equifax and Certegy shall, and as the case may be, shall cause the member of its respective Group which is the holder of such Transferred Asset or Transferred Third Party Agreement prior to transfer, to use all reasonable efforts to provide to the applicable member of the other Group all the rights and benefits under such Transferred Asset or Transferred Third Party Agreement and to cause such holder to enforce such Transferred Asset or Transferred Third Party Agreement for the benefit of such member of the other Group; provided, however, that the foregoing obligation shall not, in any way, require Equifax, Certegy or any member of a respective Group to breach any Transferred Third Party Agreement or incur or suffer any liability with respect to any Transferred Third Party Agreement. Moreover, if any transfer of a Transferred Asset or Transferred Third Party Agreement or provision of a Third Party Right or Third Party Use Right, is not completed by the Closing Date in accordance with this Agreement for any reason, each of

                                        8





Equifax and Certegy shall, and shall cause the members of its Group to, cooperate in achieving a reasonable alternative arrangement for the affected members of the Groups to obtain the economic and operational equivalent of the intended transfer of such Transferred Asset or Third Party Agreement and/or provision of such Third Party Right or Third Party Use Right, and assumption of the attendant Liabilities, with minimum interference to such members' business operations until such transfer of such Transferred Asset or Third Party Agreement, and/or provision of such Third Party Right or Third Party Use Right, is completed. The costs payable to third parties that are not members of either Group to achieve any such reasonable alternative arrangement shall be the financial responsibility of Equifax.

     (c) From time to time on and after the Closing Date, each party shall promptly transfer, and cause the appropriate members of its Group promptly to transfer, to the other party, or the designated member of the other party's Group, any property and other benefits received by such party, or the members of its Group, that are intended to be or are a Transferred Asset or Transferred Third Party Agreement of the other party under this Agreement. Without limiting the foregoing, funds received by a member of either Group that belong to a member of the other Group (whether by payment of accounts receivable, credits, rebates or other amounts, however described) shall be delivered to the other Group by wire transfer not more than five (5) business days after receipt of such payment.

                                   ARTICLE III

                             THIRD PARTY AGREEMENTS

     Section 3.1. Third Party Agreements.

     (a) Effective as of the Closing Date, Equifax shall (i) transfer, or cause to be transferred, to Certegy or a Designated Certegy Member, or acquire on Certegy's behalf, the rights and obligations of Equifax and its Affiliates in and to the Third Party Agreements identified on Exhibit C (including all Third Party Rights related thereto) and (ii) grant rights to or secure rights (including rights as an authorized user) for Certegy or a Designated Certegy Member under the Third Party Agreements identified on Exhibit D, in each case, subject to the respective payment obligations or other terms set forth on Exhibit C and Exhibit D.

     (b) Effective as of the Closing Date, Certegy shall (i) transfer, or cause to be transferred, to Equifax or a Designated Equifax Member, or acquire on Equifax's behalf, the rights and obligations of the members of the Certegy Group in and to the Third Party Agreements identified on Exhibit F (including all Third Party Rights related thereto) and (ii) grants rights to or secure rights (including rights as an authorized user) for Equifax or a Designated Equifax Member under the Third Party Agreements identified on Exhibit G, in each case, subject to the respective payment obligations or other terms set forth on Exhibit F and Exhibit G.

     (c) Unless as expressly provided hereunder, neither party shall have any obligation to transfer, have transferred or acquire any Third Party Rights or Third Party Use Rights for or on behalf of the other party.

                                       9

     (d) Without limiting each party's specific obligations pursuant hereto (or in any separate agreement) with respect to Third Party Rights and Third Party Use Rights, each of Certegy and Equifax agrees to, in connection with its use of, exploitation of and performance pursuant to any Third Party Rights or Third Party Use Rights, including, without limitation, such party's rights to use, copy, exploit, distribute, display, copy and sublicense any software secured for or granted to such party pursuant to such Third Party Rights or Third Party Use Rights, comply with the terms, scope, restrictions and provisions (including, without limitation, usage limitations) of any Third Party Rights or Third Party Agreements that govern such Third Party Rights or Third Party Use Rights. A failure to comply with this paragraph shall constitute a breach of this Agreement.

     Section 3.2. Required Consents.

     (a) Equifax with respect to Transferred Equifax Third Party Agreements and Equifax Third Party Use Rights, and Certegy with respect to Transferred Certegy Third Party Agreements and Certegy Third Party Use Rights, shall, or shall cause the appropriate member of its respective Group to, use its reasonable commercial efforts to obtain the grant to the applicable member of the other Group, the Required Consents from the Third Party Providers under such respective Third Party Agreements as necessary to effect the provisions of this Agreement. Each party will provide the other party with advice on its experience and agreements with the Third Party Providers with regard to obtaining any Required Consent under such Third Party Agreements. Equifax and Certegy will each have management and administrative responsibilities for obtaining all Required Consents required as of the Closing Date to which a member of its respective Group is a party. Equifax shall have the right of prior approval of the terms upon which all Required Consents are obtained.

     (b) Except as otherwise provided in Section 3.1 and the exhibits referenced therein, Equifax shall bear the costs payable to third parties that are not members of either Group, if any, of obtaining all Required Consents, including without limitation, all charges and fees related to obtaining the Required





Consents for the Transferred Third Party Agreements and Third Party Use Rights.

     (c) Equifax and Certegy shall use reasonable commercial efforts to obtain all Required Consents with regard to Transferred Third Party Agreements and Third Party Use Rights within one hundred eighty (180) days after the Closing Date, unless otherwise agreed by the parties in writing. Until all Required Consents are obtained, Equifax and Certegy shall each periodically publish a list setting forth the status of each Required Consent for which a member of its respective Group is the contracting party immediately prior to the Closing Date. Equifax and Certegy shall timely cooperate with each other in order to facilitate the proper and timely publication of such periodic Required Consents list. If any Required Consent is not obtained with respect to any of the Third Party Agreements or Third Party Use Rights, the parties shall cooperate with each other in achieving a reasonable alternative arrangement for the affected Group to continue to process its work with minimum interference to its business operations until such Required Consents are obtained, including without limitation, implementing the provisions of Section 2.4(b). Except as otherwise provided in Section 3.1 and the exhibits referenced therein, the cost payable to third parties that are not members of either Group of achieving such

                                       10

reasonable alternative arrangements with respect to Third Party Rights that are a part of the Transferred Assets or Transferred Third Party Agreements shall be borne by Equifax.

     (d) The financial obligations of Equifax under Sections 3.2(b) and (c) for Required Consents and alternative arrangements, shall terminate with respect to all such Required Consents and alternative arrangements not identified by the parties to each other in a writing within twelve (12) months after the Closing Date, and for all Required Consents and alternative arrangements identified thereafter, all such financial obligations shall be borne by the party needing the Required Consent or alternative arrangement to operate under or take assignment of the Third Party Agreement or to obtain such Third Party Right for which such Required Consent or alternative arrangement is required.

     (e) For all periods after the Closing Date, except as set forth in Sections 3.2(b) and 3.2(c) for Required Consents and alternative arrangements, Equifax and Certegy shall each bear financial responsibility and pay the Third Party Providers, under all Transferred Third Party Agreements transferred to its respective Group pursuant to Sections 3.1(a)(i) and 3.1(b)(i) above.

     Section 3.3. Discharge of Liabilities.

     (a) Certegy agrees that on and after the Closing Date it will timely pay, perform and discharge, or cause to be timely paid, performed and discharged, all of the Certegy Liabilities.

     (b) Equifax agrees that on and after the Closing Date it will timely pay, perform and discharge, or cause to be timely paid, performed and discharged, all of the Equifax Liabilities.

                                   ARTICLE IV

                               LICENSED MATERIALS

     Section 4.1. Grant of Licenses by Equifax.

     (a) Equifax hereby grants, and will cause the other members of the Equifax Group to grant, to Certegy a fully paid, non-exclusive, perpetual, worldwide, non-transferable license to use, modify, copy, improve, create Derivative Works and Certegy Enhancements from, and sublicense the Licensed Equifax Materials (excluding the Utility Software Programs) solely for use in the Certegy Business and as that business may evolve and change in the future, subject to the following:

          (i)   Certegy shall not sublicense, or otherwise disclose or                 distribute, or permit any Person to use, the Licensed Equifax                 Materials (excluding the Utility Software Programs), except in                 accordance with Section 4.1(b);

          (ii)  Certegy shall hold the Licensed Equifax Materials (excluding the                 Utility Software Programs) in strict confidence; will not remove                 or destroy any proprietary markings of the Equifax Group on or                 contained in the Licensed Equifax Materials (excluding the                 Utility

                                       11

                Software Programs); and will include the copyright and patent                 notices of the licensor as specified from time to time by the                 licensor for the Licensed Equifax Materials (excluding the                 Utility Software Programs) on and in all copies of the Licensed                 Equifax Materials (excluding the Utility Software Programs);

          (iii) Certegy shall not export or re-export the Licensed Equifax                 Materials (excluding the Utility Software Programs) without the                 appropriate United States or foreign government licenses; and

          (iv)  all sublicenses from Certegy to members of the Certegy Group (A)





                shall contain the rights and restrictions set forth in this                 Section 4.1(a) with respect to the license granted to Certegy                 and comply with Sections 4.1(b) through (d) hereof and (B) shall                 be diligently enforced by Certegy.

     (b) The sublicense rights granted to Certegy pursuant to Section 4.1(a) include the right for Certegy to grant sublicenses to the Licensed Equifax Materials (excluding the Utility Software Programs) to the members of the Certegy Group, which sublicenses may include the right to further sublicense such Licensed Equifax Materials (excluding the Utility Software Programs) to such Group member's customers solely for each such customer's internal business purposes to the extent related to the Certegy Business. All sublicensing by Certegy and other members of the Certegy Group to any one of their customers shall be pursuant to written agreements with such customer, executed before or at the time of furnishing each copy of the Licensed Equifax Materials (excluding the Utility Software Programs) to such customer, and which provide at a minimum that such customer:

          (i)   receives only a personal, non-transferable and nonexclusive                 right to use such copy of the Licensed Equifax Materials                 (excluding the Utility Software Programs);

          (ii)  receives no title in the intellectual property contained in the                 Licensed Equifax Materials (excluding the Utility Software                 Programs);

          (iii) will not copy the Licensed Equifax Materials (excluding the                 Utility Software Programs), except as necessary to use such                 Licensed Equifax Materials (excluding the Utility Software                 Programs) in accordance with the license grant and to make one                 archival copy;

          (iv)  will not export or re-export the Licensed Equifax Materials                 (excluding the Utility Software Programs) without the                 appropriate United States or foreign government licenses;

          (v)   will hold the Licensed Equifax Materials (excluding the Utility                 Software Programs) in confidence; will not reverse compile or                 disassemble the Licensed Equifax Materials (excluding the                 Utility

                                       12

                Software Programs); will not remove or destroy any proprietary                 markings of the licensor on or contained in the Licensed Equifax                 Materials (excluding the Utility Software Programs), and will                 include the copyright and patent notices of the licensor as                 specified from time to time by the licensor for the Licensed                 Equifax Materials (excluding the Utility Software Programs) on                 and in all copies of the Licensed Equifax Materials (excluding                 the Utility Software Programs); and

          (vi)  will not sublicense, assign or otherwise transfer the Licensed                 Equifax Materials (excluding the Utility Software Programs) to                 any other Person.

     (c) In the event any member of the Certegy Group sublicenses any portion of the Licensed Equifax Materials (excluding the Utility Software Programs) to any third party pursuant to Section 4.1(a) and (b) above, Certegy agrees to ensure that such member shall diligently enforce the terms and conditions of all sublicenses granted pursuant to this Section 4.1.

     (d) In the event that Certegy, or another member of the Certegy Group, shall enter into a Divested Business transaction with respect to the Certegy Group, and the scope of permitted use or other terms applicable to the Licensed Equifax Materials (excluding the Utility Software Programs) under the license or sublicenses granted in this Section 4.1 are required to be modified to effect such transaction, Equifax will, or will cause the sublicensor under the applicable sublicense to, agree to such modifications to the extent (i) required for the transaction to be effected and (ii) not materially detrimental to the interests of the Equifax Group. Such modifications shall not be effective until the Divested Business or the acquiror thereof, as required by Equifax, has entered into a license agreement with the appropriate member of the Equifax Group incorporating the terms of Section 4.1 and Section 4.2 and such other terms as Equifax reasonably deems appropriate for the protection of its interests in the Licensed Equifax Materials.

     (e) Without limiting the foregoing, Equifax hereby grants, and will cause the other members of the Equifax Group to grant, to Certegy a fully paid, non- exclusive, perpetual, worldwide, transferable license to use, modify, improve, create Derivative Works from, and sublicense, the Utility Software Programs (in both object and source code format) identified on Exhibit L as being owned by Equifax or a member of the Equifax Group for any and all fields of use and to any and all Persons.

     (f) The Licensed Equifax Materials may be marketed under such name and in such manner as Certegy chooses, consistent with the terms and conditions of this Agreement.

     (g) Except for the Certegy Group's rights described in Section 4.1(a), (b) and (e) above, the Equifax Group's rights in and to the Licensed Equifax Materials shall be and remain the exclusive property of Equifax or the members of the Equifax Group, and their respective successors and assigns.





                                       13

     Section 4.2. Ownership of Enhancements by Certegy.

     (a) Unless Exhibit J provides otherwise, Certegy, or the respective Designated Certegy Member, shall own all the modifications and improvements to, and the Certegy Enhancements and/or Derivative Works made from, the Licensed Equifax Materials developed by any member of the Certegy Group, or by any party other than a member of the Equifax Group at the expense of the Certegy Group. Equifax hereby assigns, and shall cause each member of the Equifax Group to assign, to Certegy, or the respective Designated Certegy Member, all right, title and interest it may hold in and to such modifications, improvements, Certegy Enhancements and Derivative Works. Certegy shall, or shall cause the respective Designated Certegy Member to, have the right to make and file all applications and other documents required to register the copyright(s) and file for patents for such modifications, improvements, Certegy Enhancements and Derivative Works in its discretion and at its sole cost and expense.

     (b) Should Certegy elect to file any application for the registration, perfection or protection of any modifications, improvements, Certegy Enhancements or Derivative Works described in Section 4.2(a), under any copyright, patent or other law of any country or jurisdiction, Equifax will, at the request and expense of Certegy, do all things and sign all documents or instruments reasonably necessary in the opinion of Certegy to assist in the registration of such claims, file such applications, and obtain, defend and enforce such copyright, patent, mask work and other rights.

     (c) Subject to the license rights granted in Section 4.1, as between the parties. the Licensed Equifax Materials shall be and shall remain the sole and exclusive property of the Equifax Group and the members of the Equifax Group may make any internal use and may commercially exploit any enhancements to the Licensed Materials made or caused to be made by members of the Equifax Group, as they shall deem appropriate without any obligation to any member of the Certegy Group or other restriction. The Equifax Group may in particular distribute and manufacture, or cause to be manufactured or distributed by any third party, any such enhancements and/or the Licensed Equifax Materials.

     Section 4.3. License to Marks.

     (a) Equifax hereby grants, and will cause each member of the Equifax Group to grant, to Certegy and each member of the Certegy Group a fully paid, non- exclusive, worldwide, non-transferable right to continue to use the Equifax Marks employed in the Certegy Business, but only to the extent such Equifax Marks were displayed by the Certegy Group prior to the Distribution Date (i) on the Transferred Equifax Assets, (ii) on premises jointly occupied with Equifax, and (iii) on letterhead, product and services documentation, invoices, software programs, packaging and similar materials used by the members of the Certegy Group, and such Equifax Marks are used in accordance with the guidelines for usage of the Equifax Marks published and amended by Equifax from time to time. Certegy will terminate the use of such Equifax Marks as soon as commercially practical but in any event within twelve (12) months after the Closing Date.

     (b) Certegy hereby grants, and will cause each member of the Certegy Group to grant, to Equifax and each member of the Equifax Group a fully paid, non- exclusive, worldwide, non-

                                       14

transferable right to continue to use the Marks that were owned immediately prior to the Distribution Date by a member of the Certegy Group and employed in the Equifax Business, but only to the extent such Marks were displayed by the Equifax Group prior to the Distribution Date (i) on assets owned by Equifax or any member of the Equifax Group (other than the Transferred Assets), (ii) on premises jointly occupied with one or more members of the Certegy Group, and (iii) on letterhead, product and services documentation, invoices, software programs, packaging and similar materials used by the members of the Equifax Group, and such Marks are used in accordance with the same guidelines for usage as the Equifax Marks as described in subsection (a) above. Equifax will terminate the use of such Marks as soon as commercially practical but in any event within twelve (12) months after the Distribution Date.

     Section 4.4. Grant of License by Certegy.

     (a) Certegy hereby grants, and will cause the other members of the Certegy Group to grant, to Equifax a fully paid, non-exclusive, perpetual, worldwide, non-transferable license to use, modify, copy, improve, create Derivative Works and Equifax Enhancements from, and sublicense the Licensed Certegy Materials (excluding the Utility Software Programs) solely for use in the Equifax Business and as that business may evolve and change in the future, subject to the following:

          (i)   Equifax shall not sublicense, or otherwise disclose or                 distribute, or permit any Person to use, the Licensed Certegy                 Materials (excluding the Utility Software Programs), except in                 accordance with Section 4.4(b);

          (ii)  Equifax shall hold the Licensed Certegy Materials (excluding the                 Utility Software Programs) in strict confidence; will not remove                 or destroy any proprietary markings of the Certegy Group on or                 contained in the Licensed Certegy Materials (excluding the





                Utility Software Programs); and will include the copyright and                 patent notices of the licensor as specified from time to time by                 the licensor for the Licensed Certegy Materials (excluding the                 Utility Software Programs) on and in all copies of the Licensed                 Certegy Materials (excluding the Utility Software Programs);

          (iii) Equifax shall not export or re-export the Licensed Certegy                 Materials (excluding the Utility Software Programs) without the                 appropriate United States or foreign government license; and

          (iv)  all sublicenses from Equifax to members of the Equifax Group (A)                 shall contain the rights and restrictions set forth in this                 Section 4.4(a) with respect to the license granted to Equifax                 and comply with Sections 4.4(b) through (d) hereof and (B) shall                 be diligently enforced by Equifax.

     (b) The sublicense rights granted to Equifax pursuant to Section 4.4(a) include the right for Equifax to grant sublicenses to the Licensed Certegy Materials (excluding the Utility

                                       15

Software Programs) to the members of the Equifax Group, which sublicenses may include the right to further sublicense such Licensed Certegy Materials (excluding the Utility Software Programs) to such Group member's customers solely for each such customer's internal business purposes to the extent related to the Equifax Business. All sublicensing by Equifax and other members of the Equifax Group to any one of their customers shall be pursuant to written agreements with such customer, executed before or at the time of furnishing each copy of the Licensed Certegy Materials (excluding the Utility Software Programs) to such customer, and which provide at a minimum that such customer:

          (i)   receives only a personal, non-transferable and nonexclusive                 right to use such copy of the Licensed Certegy Materials                 (excluding the Utility Software Programs);

          (ii)  receives no title in the intellectual property contained in the                 Licensed Certegy Materials (excluding the Utility Software                 Programs);

          (iii) will not copy the Licensed Certegy Materials (excluding the                 Utility Software Programs), except as necessary to use such                 Licensed Certegy Materials (excluding the Utility Software                 Programs) in accordance with the license grant and to make one                 archival copy;

          (iv)  will not export or re-export the Licensed Certegy Materials                 (excluding the Utility Software Programs) without the                 appropriate United States or foreign government licenses;

          (v)   will hold the Licensed Certegy Materials (excluding the Utility                 Software Programs) in confidence; will not reverse compile or                 disassemble the Licensed Certegy Materials (excluding the                 Utility Software Programs); will not remove or destroy any                 proprietary markings of the licensor on or contained in the                 Licensed Certegy Materials (excluding the Utility Software                 Programs); and will include the copyright and patent notices of                 the licensor as specified from time to time by the licensor for                 the Licensed Certegy Materials (excluding the Utility Software                 Programs) on and in all copies of the Licensed Certegy Materials                 (excluding the Utility Software Programs); and

          (vi)  will not sublicense, assign or otherwise transfer the Licensed                 Certegy Materials (excluding the Utility Software Programs) to                 any other Person.

     (c) In the event any member of the Equifax Group sublicenses any portion of the Licensed Certegy Materials (excluding the Utility Software Programs) to any third party pursuant to Section 4.4(a) and (b) above, Equifax agrees to ensure that such member shall diligently enforce the terms and conditions of all sublicenses granted pursuant to this Section 4.4.

                                       16

     (d) In the event that Equifax, or another member of the Equifax Group, shall enter into a Divested Business transaction with respect to the Equifax Group, and the scope of permitted use or other terms applicable to the Licensed Certegy Materials (excluding the Utility Software Programs) under the license or sublicenses granted in this Section 4.4 are required to be modified to effect such transaction, Certegy will, or will cause the sublicensor under the applicable sublicense to, agree to such modifications to the extent (i) required for the transaction to be effected and (ii) not materially detrimental to the interests of the Certegy Group. Such modifications shall not be effective until the Divested Business or the acquiror thereof, as required by Certegy, has entered into a license agreement with the appropriate member of the Certegy Group incorporating the terms of Section 4.4 and Section 4.5 and such other terms as Certegy reasonably deems appropriate for the protection of its interests in the Licensed Certegy Materials.

     (e) Without limiting the foregoing, Certegy hereby grants, and will cause





the other members of the Certegy Group to grant, to Equifax a fully paid, non- exclusive, perpetual, worldwide, transferable license to use, modify, improve, create Derivative Works from, and sublicense, the Utility Software Programs (in both object and source code format) identified on Exhibit L as being owned by Certegy or a member of the Certegy Group for any and all fields of use and to any and all Persons.

     (f) The Licensed Certegy Materials may be marketed under such name and in such manner as Equifax chooses, consistent with the terms and conditions of this Agreement.

     (g) Except for the Equifax Group's rights described in Section 4.4(a), (b) and (e) above, the Certegy Group's rights in and to the Licensed Certegy Materials shall be and remain the exclusive property of Certegy or the respective Designated Certegy Member.

     Section 4.5. Ownership of Enhancements by Equifax.

     (a) Unless Exhibit K provides otherwise, Equifax, or the respective Designated Equifax Member, shall own all the modifications and improvements to, and the Equifax Enhancements and/or Derivative Works made from, the Licensed Certegy Materials developed by any member of the Equifax Group, or by any party other than a member of the Certegy Group at the expense of the Equifax Group. Certegy hereby assigns, and shall cause each member of the Certegy Group to assign, to Equifax, or the respective Designated Equifax Member, all right, title and interest it may hold in and to such modifications, improvements, Equifax Enhancements and Derivative Works. Equifax shall, or shall cause the respective Designated Equifax Member to, have the right to make and file all applications and other documents required to register the copyright(s) and file for patents for such modifications, improvements, Equifax Enhancements and Derivative Works in its discretion and at its sole cost and expense.

     (b) Should Equifax elect to file any application for the registration, perfection or protection of any modifications, improvements, Equifax Enhancements or Derivative Works described in Section 4.5(a), under any copyright, patent or other law of any country or jurisdiction, Certegy will, at the request and expense of Equifax, do all things and sign all documents or instruments reasonably necessary in the opinion of Equifax to assist in the

                                       17

registration of such claims, file such applications, and obtain, defend and enforce such copyright, patent, mask work and other rights.

     (c) Subject to the license rights granted in Section 4.4, as between the parties, the Licensed Certegy Materials shall be and shall remain the sole and exclusive property of the Certegy Group and the members of the Certegy Group may make any internal use and may commercially exploit any enhancements to the Licensed Materials made or caused to be made by members of the Equifax Group, as they shall deem appropriate without any obligation to any member of the Equifax Group or other restriction. The Certegy Group may in particular distribute and manufacture, or cause to be manufactured or distributed by any third party, any such enhancements and/or Licensed Certegy Materials.

     Section 4.6. Data.

     In no event shall any member of either Group be deemed to have been granted any rights under this Agreement in or to any data owned or maintained by any other member of the other Group, except as specifically provided in Sections 2.1 or 2.2. The respective rights of the members of each Group in and to such data shall be governed exclusively by Sections 2.1 or 2.2 and the Intercompany Data Purchase Agreement.

     Section 4.7. Mutual Obligations.

     (a) The parties agree and acknowledge that, in addition to the rights granted or to be granted to the parties herein, certain other rights to software source code, object code and documentation, and trademarks and service marks related thereto, are described on Exhibit M.

     (b) The parties acknowledge and agree that as of the Closing Date, the UK mainframe environment, consisting of mainframe computer hardware (Mainframe Hardware) and certain third party software (OEM Software), currently consists of three (3) logical partitions (LPARs), two (2) of which are shared between Equifax and Certegy. The parties acknowledge and agree that certain OEM Software (MIPS-Based Software) being used on the Mainframe Hardware contains limitations based upon the number of millions of instructions per second (MIPS) performed; other OEM Software (CPU-Based Software) being used on the Mainframe Hardware contains limitations based upon CPU group ratings. The parties also acknowledge and agree that they have previously determined the number of MIPS available, for each party, in excess of the current combined MIPS usage, in connection with the MIPS-Based Software (Projected MIPS), and in connection with the CPU-Based Software (Overhead MIPS), both as set forth on Exhibit N. With respect to the foregoing, the parties hereby agree as follows:

          (i) Certegy agrees that it shall, no later than March 31, 2002, establish, or cause to be established, one or more new and separate LPAR(s) and that Certegy shall no longer share any LPAR with Equifax. Certegy shall be responsible for paying any and all additional software license fees, service fees, fees related to hardware, or other similar fees incurred to establish the new LPAR(s) and to migrate from the existing to the new LPAR(s). Notwithstanding anything contained herein to the contrary, if the deadline for LPAR separation is not met by Certegy prior to March 31, 2002, any costs or fees, including all





fees, costs or expenses incurred as a result of

                                       18

increased capacity or speed requirements or otherwise, incurred by either party due to the non-separation shall be borne by Certegy.

          (ii) If either party, prior to or at the time of the complete separation of LPARs (described in subsection (i) above), exceeds its respective Projected MIPS for any year, and, thereafter, any of the MIPS-Based Software is required, under the terms of the respective software licenses, to be upgraded to allow usage of the additional MIPS, the party first exceeding its respective Projected MIPS (Triggering Party) shall bear the full cost and expense of upgrading the MIPS-Based Software licenses (whether or not such party ultimately caused the MIPS limitations to be exceeded). Notwithstanding the foregoing, at any time after an upgrade to a MIPS-Based Software license is purchased, if the non-Triggering Party exceeds its Projected MIPS during a respective year, such non-Triggering Party shall pay the Triggering Party an amount equal to the total cost to the Triggering Party of purchasing the upgrade multiplied by a fraction, the numerator of which is the number of MIPS used by the non-Triggering Party that exceeds its original Projected MIPS, and the denominator of which is the total number of MIPS permitted or allowable pursuant to the MIPS-Based Software upgrade, but excluding the total number of MIPS permitted prior to the upgrade.

          (iii) If either party, prior to or at the time of the complete separation of LPARs (described in subsection (i) above), exceeds its respective Overhead MIPS for any year, and, thereafter, the CPU-Based Software is required, under the terms of the respective software licenses, to be upgraded to allow usage of the additional MIPS, the party first exceeding its respective Overhead MIPS (CPU Triggering Party) shall bear the full cost and expense of upgrading the CPU-Based Software licenses (whether or not such party ultimately caused the MIPS limitations to be exceeded). Notwithstanding the foregoing, at any time after an upgrade to a CPU-Based Software license is purchased, if the other party (non-CPU Triggering Party) exceeds its Overhead MIPS during a respective year, such non-CPU Triggering Party shall pay the CPU Triggering Party an amount equal to the total cost to the CPU Triggering Party of purchasing the upgrade multiplied by a fraction, the numerator of which is the number of MIPS used by the non-CPU Triggering Party that exceeds its original Overhead MIPS, and the denominator of which is the total number of MIPS permitted or allowable pursuant to the CPU-Based Software upgrade, but excluding the total number of MIPS permitted prior to the upgrade.

          (iv) The rules related to OEM Software upgrade requirements described in subsections (ii) and (iii) above shall apply in the same manner, before or after the completion of the LPAR separation, with respect to Mainframe Hardware upgrade requirements.

          (v) Notwithstanding the foregoing, Certegy shall cease the use of any software or hardware that is shared between the parties no later than the date which is two (2) years following the Closing Date.

     (c) The parties acknowledge that the Licensed Materials are intellectual property within the meaning of Section 101 of the Federal Bankruptcy Act and shall be subject to Section 365(n) thereof, all as set forth in the Intellectual Property Bankruptcy Protection Act, Public Law 100-506, 102 Stat. 2538.

                                       19

     (d) In full and complete payment of the licenses granted in this Agreement, the parties have made the payment described in the Distribution Agreement as set forth in the Distribution Agreement.

     (e) Each party shall notify the other party of any involuntary attachment or other judicial process affecting the Licensed Materials.

                                    ARTICLE V

                                   THE CLOSING

     Section 5.1. Equifax Deliverables.

     On or before the Distribution Date, and effective as of the Closing Date, Equifax will, and/or will cause each member of the Equifax Group to, deliver to Certegy each of the following:

     (a) Duly executed assignment and assumption agreements necessary for the assignment and transfer to, and the assumption by Certegy of, the Transferred Equifax Assets and Transferred Equifax Third Party Agreements;

     (b) Duly executed assignment and assumption agreements necessary for the assignment and transfer to, and the assumption by Equifax of, the Equifax Liabilities; and

     (c)  Such other agreements, leases, documents or instruments as the parties may agree are necessary or desirable in order to achieve the purposes of this Agreement.

     Section 5.2. Certegy Deliverables.

     On the Closing Date, Certegy will, and/or will cause each member of the





Certegy Group to, deliver to Equifax each of the following:

     (a) Duly executed assignment and assumption agreements necessary for the assignment and transfer to, and the assumption by Equifax of, the Transferred Certegy Assets and the Transferred Certegy Third Party Agreements;

     (b) Duly executed assignment and assumption agreements necessary for the assignment and transfer to, and the assumption by Certegy of, the Certegy Liabilities; and

     (c) Such other agreements, documents or instruments as the parties may agree are necessary or desirable in order to achieve the purposes of this Agreement.

                                       20

                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

     Except as expressly set forth in this Agreement or any Related Agreement, neither any member of the Equifax Group, nor any member of the Certegy Group, has given or is giving any representation or warranty regarding the assets or Liabilities retained, transferred, assumed or licensed as contemplated hereby or thereby, including without limitation, (i) title to the assets, (ii) validity of the Liabilities, (iii) any lien, claim or other encumbrance affecting the assets or Liabilities, or (iv) the value of the assets and the amount of the Liabilities. Except as may be expressly set forth in this Agreement or any Related Agreement, all assets and Liabilities were, or are being, transferred, assigned, licensed, assumed, or are being retained, on an AS IS, WHERE IS basis and the respective transferees, licensees and assignees will bear the economic and legal risks that any such conveyance (x) shall prove to be insufficient to vest in the transferee a title that is free and clear of any lien, claim or other encumbrance, or (y) shall not constitute an infringement of a third party's rights.

                                   ARTICLE VII

                                 INDEMNIFICATION

     Section 7.1. Certegy Indemnification of the Equifax Group.

     If the Distribution occurs, on and after the Distribution Date, Certegy shall indemnify, defend and hold harmless each member of the Equifax Group, and each of their respective directors, officers, employees and agents (collectively the Equifax Indemnitees) from and against any and all damage, loss, liability and expense, (including without limitation, reasonable expenses of investigation and reasonable attorneys' fees and expenses) in connection with any and all Actions or threatened Actions (collectively, Indemnifiable Losses) incurred or suffered by any of the Equifax Indemnitees and arising out of, or due to, the failure of Certegy, or any other member of the Certegy Group, to timely pay, perform or otherwise discharge, any of the Certegy Liabilities or its obligations under this Agreement.

                                       21

     Section 7.2. Equifax Indemnification of the Certegy Group.

     If the Distribution occurs, on and after the Distribution Date, Equifax shall indemnify, defend and hold harmless each member of the Certegy Group and each of their respective directors, officers, employees and agents (collectively the Certegy Indemnitees) from and against any and all Indemnifiable Losses incurred or suffered by any of the Certegy Indemnitees and arising out of, or due to, the failure of Equifax, or any other member of the Equifax Group, to timely pay, perform or otherwise discharge, any of the Equifax Liabilities or its obligations under this Agreement or any Related Agreement.

     Section 7.3. Insurance and Third Party Obligations.

     No insurer or any other third party shall be, by virtue of the foregoing indemnification provisions, (a) entitled to a benefit it would not be entitled to receive in the absence of such provisions, (b) relieved of the responsibility to pay any claims to which it is obligated, or (c) entitled to any subrogation rights with respect to any obligation hereunder.

                                  ARTICLE VIII

                           INDEMNIFICATION PROCEDURES

     Section 8.1. Notice and Payment of Claims.

     If any Equifax Indemnitee or Certegy Indemnitee (the Indemnified Party) determines that it is or may be entitled to indemnification by a party (the Indemnifying Party) under Article VII (other than in connection with any Action or claim subject to Section 8.2), the Indemnified Party shall deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. After the Indemnifying Party shall have been notified of the amount for which the Indemnified Party seeks indemnification, the Indemnifying Party





shall, within thirty (30) days after receipt of such notice, pay the Indemnified Party such amount in cash or other immediately available funds (or reach agreement with the Indemnified Party as to a mutually agreeable alternative payment schedule) unless the Indemnifying Party objects to the claim for indemnification or the amount thereof. If the Indemnifying Party does not give the Indemnified Party written notice objecting to such claim and setting forth the grounds therefor within the same thirty (30) day period, the Indemnifying Party shall be deemed to have acknowledged its liability for such claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect such amount. Any amount owed under this Section 8.1 that is past due shall bear interest at a simple rate of interest per annum equal to the lesser of 1% per month or the maximum amount permitted by law.

     Section 8.2. Notice and Defense of Third Party Claims.

     (a) Promptly following the earlier of (i) receipt of notice of the commencement by a third party of any Action against or otherwise involving any Indemnified Party, or (ii) receipt of information from a third party alleging the existence of a claim against an Indemnified Party,

                                       22

with respect to which indemnification may be sought pursuant to this Agreement (a Third Party Claim), the Indemnified Party shall give the Indemnifying Party written notice thereof. The failure of the Indemnified Party to give notice as provided in this Section 8.2(a) shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that the Indemnifying Party is prejudiced by such failure to give notice. Within thirty (30) days after receipt of such notice, the Indemnifying Party shall by giving written notice thereof to the Indemnified Party, (i) acknowledge, as between the parties hereto, liability for and, at its option, elect to assume the defense of such Third Party Claim at its sole cost and expense, or (ii) object to the claim of indemnification set forth in the notice delivered by the Indemnified Party pursuant to the first sentence of this Section 8.2(a) setting forth the grounds therefor; provided that if the Indemnifying Party does not within the same thirty (30) day period give the Indemnified Party written notice acknowledging liability or objecting to such claim and setting forth the grounds therefor, the Indemnifying Party shall be deemed to have acknowledged, as between the parties hereto, its liability for such Third Party Claim.

     (b) Any contest of a Third Party Claim as to which the Indemnifying Party has elected to assume the defense shall be conducted by attorneys employed by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing at the Indemnified Party's sole cost and expense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party may settle or compromise the claim without the prior written consent of the Indemnified Party; provided that the Indemnifying Party may not agree to any such settlement pursuant to which any such remedy or relief, other than monetary damages for which the Indemnifying Party shall be responsible hereunder, shall be applied to or against the Indemnified Party without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld.

     (c) If the Indemnifying Party does not assume the defense of a Third Party Claim for which it has acknowledged liability for indemnification under Article VII, the Indemnified Party may require the Indemnifying Party to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorneys' fees and reasonable out-of-pocket expenses incurred in defending against such Third Party Claim and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party; provided that the Indemnifying Party shall not be liable for any settlement effected without its consent, which consent shall not be unreasonably withheld. The Indemnifying Party shall pay to the Indemnified Party in cash the amount for which the Indemnified Party is entitled to be indemnified (if any) within fifteen (15) days after the final resolution of such Third Party Claim (whether by settlement, compromise, or by the final nonappealable judgment of a court of competent jurisdiction or otherwise), or, in the case of any Third Party Claim as to which the Indemnifying Party has not acknowledged liability, within fifteen (15) days after the Indemnifying Party's objection has been resolved by settlement, compromise, or the final nonappealable judgment of a court of competent jurisdiction.

     (d) Notwithstanding the foregoing, in no event shall either Equifax or Certegy, or any Member of their respective Group, have any liability, whether based on contract, tort (including, without limitation, negligence or strict liability), warranty or any other legal or equitable

                                       23

grounds, for any punitive, consequential, indirect, exemplary, special or incidental loss or damage suffered by the other arising from or related to this Agreement, including without limitation, loss of data, profits, interest or revenue, or interruption of business, even if such party has been informed of or might otherwise anticipated or foreseen the possibility of such losses or damages; provided, however, that such limitations shall not apply to liabilities which may arise as the result of willful misconduct of a party. Notwithstanding the foregoing, any damages awarded or obtained (whether by settlement, compromise or judgment) as a result of Third Party Claims shall be considered direct damages for purposes of this Agreement.





                                   ARTICLE IX

                                 CONFIDENTIALITY

     Section 9.1. Exclusions.

     Notwithstanding anything to the contrary contained in this Agreement, Company Information does not include any information that before being divulged by the receiving party (a) has become generally known to the public through no wrongful act of the receiving party; (b) has been rightfully received by the receiving party from a third party without restriction on disclosure and without, to the knowledge of the receiving party, a breach of an obligation of confidentiality running directly or indirectly to the disclosing party; (c) has been approved for release to the general public by a written authorization of the disclosing party; (d) has been independently developed by the receiving party without use, directly or indirectly, of Company Information received from the disclosing party; or (e) has been furnished to a third party by the disclosing party without restrictions on the third party's rights to disclose the information.

     Section 9.2. Confidentiality.

     (a) Each party acknowledges, and shall cause each member of the Group to acknowledge, that it is in possession of significant confidential or proprietary information concerning the business, operations and assets of the members of the other Group.

     (b) Each party shall, and shall ensure that each member of its Group shall, (i) receive and hold the Company Information of the other Group in trust and in strictest confidence; (ii) protect such Company Information from disclosure and in no event take any action causing, or fail to take the action necessary in order to prevent, any such Company Information to lose its character as Company Information; (iii) exercise at a minimum the same care it would exercise to protect its own highly confidential information; and (iv) not use, reproduce, distribute, disclose, or otherwise disseminate the Company Information of the other Group, (A) except as authorized pursuant to this Agreement or any Related Agreement, or (B) except pursuant to a requirement of a governmental agency or of law without similar restrictions or other protections against public disclosure; provided, however, with respect to disclosures pursuant to (B) above, the receiving party must first give written notice of such required disclosure to the disclosing party, take reasonable steps to allow the disclosing party to seek to protect the confidentiality of the Company Information required to be disclosed, make a reasonable effort to obtain a protective order requiring that the Company Information so disclosed be used only for the purposes for which disclosure is required, and shall disclose only that part of the Company Information

                                       24

which, in the written opinion of its legal counsel, it is required to disclose. In no event shall the receiving party exercise less than a reasonable standard of care to keep confidential the Company Information. Any and all reproductions of such Company Information must prominently contain a confidential legend.

     (c) The receiving party may make disclosures of the Company Information of the disclosing party only to Representatives of the receiving party's Group (i) who have a specific need to know such information; and (ii) who the receiving party has obligated under a written agreement to hold such Company Information in trust and in strictest confidence and otherwise to comply with the terms and provisions of this Agreement or terms and conditions substantially similar to and implementing the same restrictions and covenants as those set forth in this Agreement. Certegy and Equifax agree, and shall ensure that each member of their respective Group agrees, to diligently monitor each such Representative, diligently enforce such agreements with its Representatives, and, upon request by the other party, promptly to furnish to the other party a certified list of the receiving party's Representatives having had access to such Company Information.

     (d) The covenants of confidentiality set forth in this Agreement (i) will apply after the Closing Date to all Company Information disclosed to the receiving party before, on and after the Closing Date and (ii) will continue and must be maintained from the Closing Date through the termination of the relationship under this Agreement between Equifax and Certegy (A) with respect to Proprietary Information, the period during which the Proprietary Information constituting a part of the Company Information retains its status as a trade secret under applicable law; and (B) with respect to Confidential Information constituting a part of the Company Information, for the shorter of a period equal to three (3) years after the Closing Date, or until such Confidential Information no longer qualifies as confidential under applicable law.

     Section 9.3. Employee Confidentiality Agreements.

     The members of each Group have entered into confidentiality and non- disclosure agreements with their respective employees. To the extent that any employee during or after employment violates any such agreement and such violation is or may in the future be to the detriment of the other Group, at the written request of the affected party, the other party shall, or shall cause the appropriate members of its Group to, promptly bring and diligently pursue an action against such employee if and to the extent reasonable under the circumstances to preserve the value of the assets and Licensed Materials. The Group member employing the employee violating his/her confidentiality and non- disclosure agreement shall have the unilateral right to determine the forum for, the manner of proceeding in, and legal counsel for such action and shall be





entitled to any damages or other relief against such employee awarded in such action to the extent related to such Group's assets or business or to the Licensed Materials. Such enforcement against and recovery by a Group member from its breaching employee shall not constitute a release or sole remedy for the members of the other Group injured by such breaching employee's actions, and such members of the other Group may bring a claim against the Group members employing the breaching employee for a breach of this Agreement. Each party shall bear all out-of-pocket costs of pursuing such action and the other party shall cooperate in connection therewith.

                                       25

     Section 9.4. Rights and Remedies.

     (a) If either party, or any member of the Group, should breach or threaten to breach any of the provisions of this Agreement, the non-breaching party, in addition to any other remedies it may have at law or in equity, will be entitled to a restraining order, injunction, or other similar remedy in order to specifically enforce the provisions of this Agreement. Each party specifically acknowledges, and shall cause each member of its respective Group to acknowledge, that money damages alone would be an inadequate remedy for the injuries and damage that would be suffered and incurred by the non-breaching party as a result of a breach of any of the provisions of this Agreement. In the event that either party, or a member of such party's Group, should seek an injunction hereunder, the other party hereby waives, and shall cause each member of its Group to waive, any requirement for the submission of proof of the economic value of any Company Information or the posting of a bond or any other security. In the event of a dispute between the parties, the non-prevailing party shall pay all costs and expenses associated with resolving the dispute, including, but not limited to, reasonable attorneys' fees.

     (b) The receiving party shall notify the disclosing party immediately upon discovery of any unauthorized use or disclosure of Company Information, or any other breach of this Agreement by the receiving party or any Representative of the receiving party's Group, and will cooperate with the disclosing party in every reasonable way to help the disclosing party regain possession of its Company Information and prevent its further unauthorized use or disclosure. The receiving party shall be responsible for the acts of any Representative of its Group that are in violation of this Agreement.

     Section 9.5. Competitive Activities.

     (a) Subject to the rights and obligations set forth in this Article IX, each party understands and acknowledges that the other party's Group may now market or have under development products that are competitive with products or services now offered or that may be offered by it and/or members of its Group, and the parties' communications hereunder will not serve to impair the right of either party, or any member of its respective Group, to independently develop, make, use, procure, or market products or services now or in the future that may be competitive with those offered by the other party's Group, nor require either party, and/or the members of its Group, to disclose any planning or other information to the other party.

     (b) Neither party will be restricted in using, in the development, manufacturing and marketing of its products and services and its operations, any data processing or network management or operation ideas, concepts, know-how and techniques which are retained in the minds of employees who have had access to the other party's Company Information subject to the restrictions set forth in this Agreement.

     Section 9.6. No Implied Rights.

     Except as provided herein or in any Related Agreement, all Company Information is and shall remain the property of the disclosing party and/or the respective member of its Group. By disclosing Company Information to the receiving

                                       26

party's Group, the disclosing party and/or the members of its Group do(es) not grant any express or implied rights or license to the receiving party's Group to or under any patents, patent applications, inventions, copyrights, trademarks, trade secret information, or other intellectual property rights heretofore or hereafter possessed by the disclosing party and/or the members of its Group.

                                    ARTICLE X

                              CONTINUED ASSISTANCE

     Section 10.1. Continued Assistance and Transition.

     (a) Following the Closing Date, Equifax shall, and shall cause each member of the Equifax Group to, cooperate in an orderly transfer of the Transferred Equifax Assets and the Transferred Equifax Third Party Agreements to Certegy or the respective Designated Certegy Member. From time to time, at Certegy's request and without further consideration, Equifax shall, and shall cause each member of the Equifax Group, as applicable, to execute, acknowledge and deliver such documents, instruments or assurances and take such other action as Certegy may reasonably request to more effectively assign, convey and transfer any of the Transferred Equifax Assets and the Transferred Equifax Third Party





Agreements. Equifax will assist Certegy in the vesting, collection or reduction to possession of such Transferred Equifax Assets and Transferred Equifax Third Party Agreements.

     (b) Following the Closing Date, Certegy shall, and shall cause each member of the Certegy Group to, cooperate in an orderly transfer of the Transferred Certegy Assets and Transferred Certegy Third Party Agreements to Equifax or the respective Designated Equifax Member. From time to time, at Equifax's request and without further consideration, Certegy shall, and shall cause each member of the Certegy Group, as applicable, to execute, acknowledge and deliver such documents, instruments or assurances and take such other action as Equifax may reasonably request to more effectively assign, convey and transfer any of the Transferred Certegy Assets and Transferred Certegy Third Party Agreements. Certegy will assist Equifax in the vesting, collection or reduction to possession of such Transferred Certegy Assets and Transferred Certegy Third Party Agreements.

     Section 10.2. Records and Documents.

     (a) As soon as practicable following the Closing Date, Equifax and Certegy shall each arrange for the delivery to the other of existing corporate and other documents (e.g. documents of title, source code, contracts, etc.) in its possession relating to the Transferred Assets, Transferred Third Party Agreements and assumed Liabilities.

     (b) From and after the Closing Date, Equifax and Certegy shall each, and shall cause each member of its Group to, afford the other and its accountants, counsel and other designated Representatives reasonable access (including using reasonable efforts to give access to person or firms possessing such information) and duplicating rights during normal business hours to all records, books, contracts, instruments, computer data and other data and information in its possession relating to the assets, Liabilities, Licensed Materials, business and affairs of the other (other than data and information subject to any attorney/client or other privilege), insofar as such

                                       27

access is reasonably required by the other, including without limitation, for audit, accounting and litigation purposes.

     (c) Notwithstanding the foregoing, either party may destroy or otherwise dispose of any information at any time in accordance with the corporate record retention policy maintained by such party with respect to its own records.

     Section 10.3. Litigation Cooperation.

     Upon written request, Equifax and Certegy shall, and shall cause each member of its Group to, use reasonable efforts to cooperate in the evaluation and defense of third party Actions arising out of the business of the other party or of any member of the other party's Group prior to the Distribution Date in which the requesting party or any member of its Group may from time to time be involved, at the cost and expense of the requesting party. Such cooperation shall include, without limitation, making its Representatives available as witnesses or consultants to the extent that such persons may reasonably be required in connection with such third party Actions.

                                   ARTICLE XI

                                  MISCELLANEOUS

     Section 11.1. Expenses.

     Except as specifically provided in this Agreement or any Related Agreement, all costs and expenses incurred in connection with the preparation, execution, delivery and implementation of this Agreement and with the consummation of the transactions contemplated by this Agreement (including transfer taxes and the fees and expenses of all counsel, accountants and financial and other advisors) shall be paid by Equifax.

     Section 11.2. Notices.

     All notices and communications under this Agreement shall be deemed to have been given (a) when received, if such notice or communication is delivered by facsimile, hand delivery or overnight courier, or (b) three (3) business days after mailing if such notice or communication is sent by United States registered or certified mail, return receipt requested, first class postage prepaid. All notices and communications, to be effective, must be properly addressed to the party to whom the same is directed at its address as follows:

     If to Equifax, to:      Equifax Inc.      1550 Peachtree Street      Atlanta, Georgia 30309      Attn: Phillip J. Mazzilli, Chief Financial Officer      Fax: (404) 885-8682

     with a copy to:

                                       28





     Equifax Inc.      1550 Peachtree Street      Atlanta, Georgia 30309      Attn: Kent E. Mast, General Counsel      Fax: (404) 885-8988

     If to Certegy, to:

     Certegy Inc.      11720 Amberpark Drive, Suite 600      Alpharetta, Georgia 30004      Attn: Bruce S. Richards            Corporate Vice President, General Counsel and Secretary      Fax: (678) 867-8100

     with a required copy to:

     Certegy Inc.      P.O. Box 349      Alpharetta, Georgia 30009      Attn: Michael T. Vollkommer            Corporate Vice President and Chief Financial Officer      Fax: (678) 867-8100

     Either party may, by written notice so delivered to the other party in accordance with this Section 11.2, change the address to which delivery of any notice shall thereafter be made.

     Section 11.3. Amendment and Waiver.

     This Agreement may not be altered or amended, nor may any rights hereunder be waived, except by an instrument in writing executed by the party or parties to be charged with such amendment or waiver. No waiver of any terms, provision or condition of or failure to exercise or delay in exercising any rights or remedies under this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further continuing waiver of any such term, provision, condition, right or remedy or as a waiver of any other term, provision or condition of this Agreement.

     Section 11.4. Entire Agreement.

     This Agreement, together with the Related Agreements, constitutes the entire understanding of the parties hereto with respect to the subject matter hereof, superseding all negotiations, prior discussions and prior agreements and understandings relating to such subject matter. To the extent that the provisions of this Agreement are inconsistent with the provisions of any other Related Agreement, the provisions of this Agreement shall prevail with respect to the subject matter hereof.

                                       29

     Section 11.5. Parties in Interest.

     Neither of the parties hereto may assign its rights or delegate any of its duties under this Agreement without the prior written consent of each other party. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and permitted assigns. Nothing contained in this Agreement, express or implied, is intended to confer any benefits, rights or remedies upon any person or entity other than members of the Equifax Group and the Certegy Group and the Equifax Indemnitees and Certegy Indemnitees under Articles VII and VIII hereof.

     Section 11.6. Further Assurances and Consents.

     In addition to the actions specifically provided for elsewhere in this Agreement, each of the parties hereto will use its reasonable efforts to (a) execute and deliver such further instruments and documents and take such other actions as any other party may reasonably request in order to effectuate the purposes of this Agreement and to carry out the terms hereof and (b) take, or cause to be taken, all actions, and to do, or cause to be done, all things, reasonably necessary, proper or advisable under applicable laws, regulations and agreements or otherwise to consummate and make effective the transactions contemplated by this Agreement, including without limitation, using its reasonable efforts to obtain any consents and approvals and to make any filings and applications necessary or desirable in order to consummate the transactions contemplated by this Agreement; provided that no party hereto shall be obligated to pay any consideration therefor (except for filing fees and other similar charges) to any third party from whom such consents, approvals and amendments are requested or to take any action or omit to take any action if the taking of or the omission to take such action would be unreasonably burdensome to the party or its Group or the business thereof.

     Section 11.7. Severability.

     The provisions of this Agreement are severable and should any provision hereof be void, voidable or unenforceable under any applicable law, such provision shall not affect or invalidate any other provision of this Agreement, which shall continue to govern the relative rights and duties of the parties as though such void, voidable or unenforceable provision were not a part hereof.

     Section 11.8. Governing Law.

     This Agreement shall be construed in accordance with, and governed by, the





laws of the State of Georgia, without regard to the conflicts of law rules of such state.

     Section 11.9. Counterparts.

     This Agreement may be executed in one or more counterparts, each of which shall be deemed an original instrument, but all of which together shall constitute but one and the same agreement.

                                       30

     Section 11.10. Disputes.

     Any Disputes arising under this Agreement, whether based on contract, tort, statute or otherwise, including but not limited to, disputes in connection with claims by third parties, shall be resolved in accordance with Section 15.10 of the Distribution Agreement; provided that the parties shall retain the rights and remedies specified in Section 9.4 hereof.

     Section 11.11. Force Majeure.

     Neither party will be liable for any loss or damage due to causes beyond its control, including, but not limited to, fire, accident, labor difficulty, war, power or transmission failures, riot, Acts of God or changes in laws and regulations, provided that the affected party must (a) promptly notify the other party in writing and furnish all relevant information concerning the event of force majeure; (b) use reasonable efforts to avoid or remove the cause of its nonperformance; and (c) proceed to perform its obligations with dispatch when such cause is removed.

     Section 11.12. Documentation.

     Prior to the Distribution Date and from time to time thereafter, the parties will prepare, maintain and update schedules of the Transferred Equifax Assets, the Transferred Certegy Assets, the Licensed Equifax Materials, the Licensed Certegy Materials, and the Third Party Agreements, the Third Party Use Rights and the Third Party Rights transferred and/or provided by each Group to the other Group, in such detail as shall be appropriate for the management and administration of these items as described in this Agreement.

     Section 11.13. Headings.

     The Article and Section headings set forth in this Agreement are included for administrative, organizational and convenience purposes, and are not intended to affect the meaning of the provisions set forth in this Agreement or to be used in the interpretation of this Agreement.

                                       31

     IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written.

                                        EQUIFAX INC.

                                        By: /s/ Kent E. Mast                                             ------------------------------------                                         Title: Corporate Vice President, General                                                Counsel and Secretary                                         Date: June 30, 2001

                                        CERTEGY INC.

                                        By: /s/ Bruce S. Richards                                             ------------------------------------                                         Title: Corporate Vice President, General                                                Counsel and Secretary                                         Date: June 30, 2001

                                       32

                                    EXHIBIT A

                                 CERTEGY GROUP

                                                     State or                                                    Country of Name of Subsidiary                                Incorporation ------------------                             --------------------                                              AGES Participacoes S.A.                               Brazil Aircrown Ltd.                                        England Card Brazil Holdings, Inc.                           Georgia Card Brazil Holdings Ltda.                            Brazil Card Brazil LLC                                      Georgia Central Credit Services Ltd.                         Scotland





Equifax Asia Pacific Holdings, Inc.                  Georgia Equifax Australia Plc                                England Equifax Card Services, Inc.                          Florida Equifax Card Solutions Australia Pty Ltd.           Australia Equifax Card Solutions Ltd.                          England Equifax Card Solutions S.A.                           France Equifax (Cayman Islands) Ltd.                     Cayman Islands Equifax Check Services, Inc.                         Delaware Equifax E-Banking Solutions, Inc.                    Georgia Equifax Ltd.                                       New Zealand Equifax Payment Recovery Services, Inc.              Georgia Equifax Payment Services, Inc.                       Delaware Equifax Pty Ltd.                                    Australia Equifax SNC                                           France Financial Insurance Marketing Group, Inc.      District of Columbia First Bankcard Systems, Inc.                         Georgia Payment Brasil Holdings Ltda.                         Brazil Payment Chile, SA.                                    Chile Payment Europe LLC                                   Georgia Payment South America Holdings, Inc.                 Georgia Payment South America LLC                            Georgia Payment U.K. Ltd.                                    England Procard S.A.                                          Chile Retail Credit Management Ltd.                        England Telecredit Canada Inc.                                Canada Transax France Plc                                   England

                                       33

                                             Transax Ireland Ltd.                                 Ireland Transax Plc                                          England Unnisa -- Solucoes em Meios de Pagamento Ltda         Brazil VIV Plc                                              England

     Equifax Card Services, Inc. will own a 51% interest in Circle of Value, Ltd.

     Payment Brazil Holdings Ltda. will own a 51% interest in Partech Ltda. (Brazil).

     The names above are the names of the relevant entities as of June 20, 2001 and may have been changed subsequently.

                                       34

                                    EXHIBIT B

                           TRANSFERRED EQUIFAX ASSETS

                                                           DESCRIPTION OF            ASSET                OWNER       ASSIGNEE      RETAINED RIGHTS -------------------------   ------------   ------------   ---------------                                                   Trademark: Pathways,      Equifax Inc.   Certegy Inc.   None. U.S. Reg. #: 1,920,133

Trademark: Cardsource,    Equifax Inc.   Certegy Inc.   None. U.S. Reg. #: 2,142,162

Trademark: Interguard,    Equifax Inc.   Certegy Inc.   None. U.S. Reg. #: 2,019,884

Trademark: Paycheck        Equifax Inc.   Certegy Inc.   None. Accept, U.S. Application Pending, Serial #: 76/135,366

Trademark: Cardview,      Equifax Inc.   Certegy Inc.   None. U.S. Application Pending, Serial #: 76/175,937

     Without limiting Equifax's requirements under the Agreement, Equifax (or the respective member of the Equifax Group) shall execute such acknowledgements, grants and assignments of rights in and to the intellectual property described above, as Certegy may reasonably request for the purpose of evidencing, enforcing, registering or defending its worldwide ownership of such intellectual property.

                                       35





                                    EXHIBIT C

                   EQUIFAX THIRD PARTY AGREEMENTS - TRANSFERS

     Equifax will transfer, or cause to be transferred the following agreements to Certegy, effective as of the Closing Date:

                                                                                              Maximum Fees/Costs            Name of Agreement                    Parties to Agreement/Other Matters                to be Paid ---------------------------------------   -------------------------------------------------   ------------------                                                                                          Compuware:                                Equifax Inc. and Compuware, Inc.                    $0

License Agreement between Equifax, Inc.   Equifax will transfer or have transferred to and Compuware, Inc.                       Certegy such rights under the agreement to permit                                           Certegy to use, for the duration of the license,                                           one copy of the following software products:

                                              Abend Aid/XLS w/Primary Language Cobol                                               File Aid/MVS                                               Expeditor/CICS w/Assembler                                               Expeditor/TSO

                                              Strobe MVS for Sysplex with Cobol

                                              CICS Feature

                                              Advanced Session Mgmt Feature

                                          QACenter Enterprise Edition -- Includes                                           1 ConcurrentUser

                                          Reconcile - 1 Concurrent User

                                          QADirector - 1 Concurrent User

                                          TrackRecord - 1 Concurrent User

                                          Track Record - 3 Concurrent Users

                                          APMPower for Windows - 20 Concurrent Users

                                          In lieu of transferring such license, Equifax                                           may purchase new licenses on Certegy's behalf.

Oracle:                                   Equifax Inc. and Oracle, Inc.                         $0

Software License and Services Agreement   Equifax will transfer, or have transferred, dated March 5, 1992, and attendant        certain rights in and to the products identified Ordering Documents                        on Appendix A to this Exhibit C:

                                                                                              TOTAL: $0

     In addition to the foregoing, Equifax shall purchase on Certegy's behalf, prior to the Closing Date, licenses to use certain software products, as identified below. The list below sets forth the vendor, the name of the software products to be obtained on Certegy's behalf by

                                       36

Equifax and the maximum license fee or other costs that Equifax shall be required to pay for each license (or group of licenses).

       VENDOR                    SOFTWARE PRODUCT                    MAXIMUM FEES/COSTS TO BE PAID -------------------   --------------------------------------   -----------------------------------------                                                           UK SOFTWARE Allen Systems Group   Beta 44                                  $91,491.84 BETA Systems          Beta 92 Version 3 CAF                    $151,196 (collectively for all UK-related BETA Systems          Beta 92 Version 3 VAF                    BETA Systems licenses) BETA Systems          Beta 92 Version 3 BETA Systems          Beta 93 Version 3 BETA Systems          Beta 93 Version 3 CAF BETA Systems          Beta 93 Version 3 VAF CNM                   CNM-XFER                                 $33,605 (collectively for all UK-related CNM                   EEMS                                     CNM licenses) Compute Bridgend      Selcopy (Corporate)                      $120,120 Computer Associates   APAS/Insight                             $2,573,393 (collectively for all                                                                UK-related Computer Associates licenses) Computer Associates   Endevor/MVS Computer Associates   Endevor/MVS ACM Computer Associates   Endevor/MVS Extended Processor Computer Associates   Endevor/MVS External Computer Associates   Endevor/MVS Natural Security Interface Computer Associates   Endevor/MVS Parallel Development                       Manager Computer Associates   Endevor/MVS Quick Edit





Computer Associates   Intertest CICS W/XA-ESA Computer Associates   Intertest/Batch Computer Associates   JCL Check Computer Associates   Netspy (excluding Modeling) Computer Associates   One Computer Associates   Prevail/Spool (Pkg) Computer Associates   Spaceman Computer Associates   TPX (extended) Compuware             APM Power *2                             $530,000 (collectively for all                                                                UK-related Compuware licenses) Compuware             Assembler Option for Xpediter CICS Compuware             CICS Abend-Aid FX Compuware             File-AID/Data Solutions Compuware             File-AID/MVS Compuware             QA Hiperstation Compuware             Strobe ADABAS/NATURAL Feature Compuware             Strobe Advanced Session Mgt Feature Compuware             Strobe CICS Feature

                                       37

                                                          Compuware             Strobe COBOL Feature Compuware             Strobe MVS for Sysplex 1 Compuware             Xpediter CICS Cobol Compuware             XPEDITOR/Exchange Macro 4               DUMPMASTER (combined) (All Features      $89,196                       - includes Base and Cobol Feature)

SAS                   BASE                                     $138,910 (collectively for all UK-related SAS                   MXG (Merrill Consultants)                SAS licenses) SyncSort              SyncSort MVS                             $52,983 PWC - ALPHARETTA Chicago-Soft Inc.     MVS/Quick-Ref                            $26,000 Cincom                Mantis                                   $318,460 (collectively for all Cincom                Scenario                                 PWC - Alpharetta-related Cincom                                                                licenses) Computer Associates   ALLOCATE                                 $2,500,000 (collectively for all PWC Computer Associates   DELIVER                                  - Alpharetta-related Computer                                                                Associates licenses) Computer Associates   DELIVER CICS OPTION Computer Associates   DELIVER ROSCOE INTERFACE Computer Associates   DELIVER VTAM INTERFACE Computer Associates   DISK Computer Associates   EASYTRIEVE PLUS Computer Associates   ELEVEN Computer Associates   ELEVEN/DISASTER RECOVERY PLNG Computer Associates   ELEVEN/NOTEPAD Computer Associates   ELEVEN/REPORTS PLUS Computer Associates   ENDEVOR/MVS Computer Associates   ENDEVOR/MVS AUTOMATED CONFIG MG Computer Associates   ENDEVOR/MVS EXTENDED PROCESSOR Computer Associates   ENDEVOR/MVS EXTERNAL SCRTY INT Computer Associates   ENDEVOR/MVS LIBRARIAN INTERFACE Computer Associates   ENDEVOR/MVS PARALLEL DEV MGR Computer Associates   ENDEVOR/MVS ROSCOE INTERFACE Computer Associates   LIBRARIAN (BASE+LIB/AM+TSO) Computer Associates   MULTI-IMAGE ALLOCATION Computer Associates   NEUMICS ACCOUNTING AND CHARGEBACK Computer Associates   NEUMICS ANLYZR FOR MEASUREWARE Computer Associates   NEUMICS BASE Computer Associates   NEUMICS CICS ANALYZER Computer Associates   NEUMICS DASD SPACE ANALYZER W/DSC

                                       38

                                                          Computer Associates   NEUMICS SYSTEM RELIABILITY                       ANALYZER Computer Associates   ONE Computer Associates   ONE WORKSTATION - 5 Copies Computer Associates   ONE/COPYCAT Computer Associates   OPTIMIZER II Computer Associates   PANAUDIT PLUS Computer Associates   PANAUDIT PLUS EZTP-IMS Computer Associates   ROSCOE Computer Associates   SEVEN Computer Associates   SEVEN WORKSTATION - 5 Copies Computer Associates   SEVEN/NOTEPAD Computer Associates   SEVEN/REPORT BALANCING Computer Associates   SEVEN/REPORTS PLUS Computer Associates   SEVEN/SMART CONSOLE Computer Associates   SYSVIEW/e Computer Associates   TOP SECRET Computer Associates   TRANSCENTURY CALENDAR ROUTINES Computer Associates   VIEW Computer Associates   VIEW ERO OPTION





Computer Associates   VIEW ROSCOE INTERFACE Computer Associates   VIEW VTAM INTERFACE Compuware             Abend-AID/XLS with Primary               $430,125 (collectively for all PWC                       Language-Cobol                           - Alpharetta-related Compuware                                                                licenses) Compuware             Assembler Option for Xpediter/CICS Compuware             Assembler Option for Xpediter/TSO Compuware             CICS ABEND-AID/FX Compuware             CICS Feature Compuware             File-Aid/MVS Compuware             Strobe MVS for Sysplex with Cobol Compuware             Xpediter/CICS with Cobol Compuware             Xpediter/TSO with Cobol Diversified           Job/Scan                                 $50,000 Innovation            FATS/FATAR                               $12,750 (collectively for all PWC Innovation            FDR/Compaktor                            - Alpharetta-related Innovation                                                                licenses) IVIS                  Accounts Payable                         $217,314 (collectively for all                                                                PWC - Alpharetta-related IVIS                                                                licenses) IVIS                  General System IVIS                  Purchasing Landmark              Monitor for CICS/ESA                     $91,133 MacKinney             KWIK-KEY                                 $2,295 Merrill               MXG                                      $ 1,500 SAS                   BASE SAS                                 $361,685 (collectively for all                                                                PWC - Alpharetta-related SAS                                                                licenses) SAS                   SAS/AF

                                       39

                                                          SAS                   SAS/STAT Sterling Commerce     Connect: Direct for OS/390 (TCP/IP &     $76,462                       SNA Products) Syncsort Inc.         Proc SyncSort                            $69,385 (collectively for all PWC - Syncsort Inc.         SyncSort MVS                             Alpharetta-related Syncsort licenses) Tone                  OMC-Print                                $66,930 PWC-MIDRANGE Citrix-GEAC           Citrix Mf Xpa 1.0-10u Conn Pk W/sub      $35,475 (collectively for all PWC -                       Adv Nt4/w2k                              Midrange-related Citrix - GEAC licenses) Citrix - GEAC         Citrix Mf Xpa 1.0-20u Conn Pk W/sub                       Adv Nt4/w2k Citrix-GEAC           Citrix Mf Xpa 1.0-50u Conn Pk W/sub                       Adv Ntr/w2k Citrix - GEAC         Citrix Mf Xpa 1.0-starter System 20u                       W/sub Adv Nt4/w2K Citrix - GEAC         Microsoft Open Business Windows 2000                       Bus - 5.0 Cal. Citrix-GEAC           Microsoft Open Business Windows 2000                       Terminal Services Bus-5.0 Cal Citrix - GEAC         Microsoft Open Business Windows Server                       2000 Bus - 5.0 Citrix-GEAC           Microsoft Windows 2000 Server Media                       Kit Edify Corporation     Edify 6.2 Departmental (24 Agents)       $63,683 (collectively for all PWC - Midrange Edify Corporation     Edify Development License                -related Edify Corporation licenses)                       (Workforces Application Server:                       Development Level) Edify Corporation     Telephony Services: Departmental Edify Corporation     Facsimile Services: Departmental Edify Corporation     Facsimile Services Software:                       Single Concurrent User Edify Corporation     Multi-Database Access: Department Edify Corporation     Electronic Workforce for Windows                       NT Development Kit v6.2 Edify Corporation     Workforce Application Builder                       (Agent Trainer) Edify Corporation     American Spanish Language Edify Corporation     Canadian French Language Embarcadero           (10) Embarcadero Rapid SQL               $8,970 Technologies, Inc. Hyperion              (1) Base Solution - Hyperion             $124,000 (collectively for all                       Enterprise License (includes 2           PWC - Midrange-related Hyperion                       Co-Located Named Administrator           licenses)                       Users) Hyperion              (10) Hyperion Enterprise Named Basic                       User (transfer of Equifax licenses) Kronos                (1) Connect, primary payroll interface   $151,090 (collectively for all                                                                PWC - Midrange-related Kronos                                                                licenses) Kronos                (1) Connect, secondary payroll                       interface

                                       40





                                                          Kronos                (1) Workforce Accruals Kronos                (1) Workforce Managers, up to 50 Kronos                (1) Workforce Web Kronos                (1) Workforce Central v4. (2,500                       employees) Kronos                (2) WFC Administration and Support Kronos                (2) WFC Basic Configuration Kronos                (2) WFC Daily Operations Kronos                (2) WFC Database Maintenance Kronos                (210 Hrs) Implementation and                       Installation and Training Kronos                (4) WFC Implementation Workshop Kronos                (6) Kronos Virtual Classroom Module                       Sessions Merant                (2) PVCS Licenses                        $10,000 Resumix               Resumix Human Asset Management(TM)       $330,000 (Collectively for all PWC                       System (Includes Recruiter's Desktop,    Midrange-related Resumix Licenses)                       Operator's Desktop and Database A                       Server License (1) Resumix               Concurrent Users (10) Resumix               Non-Concurrent Users (5) Resumix               Interact Toolkit Resumix               Test License Resumix               Xerox OCR Software for Resume                       Processing (1) Resumix               Crystal Reports Module (1) Resumix               Fulcrum Full-Text Search Engine (1) Resumix               ResFax In/Out (1) Resumix               Employment Folder (1) Resumix               AutoMatch Capability (1) Resumix               System Administration Module (1) Resumix               Resumix Internet Recruiter Including                       55 Requistions Resumix               LumiNet for two (2) Users Resumix               Requisition Lookup (1) Shanon                Enterprise Client Site License           $55,000 Sybase                (1 server) Adaptive Server Enterprise    $157,021 (collectively for all PWC - Sybase                (85) Adaptive Server Enterprise          Midrange-related Sybase licenses) Sybase                (1) Adaptive Server Ent UNIX/WP 32                       User (1) Sybase                (1) Adaptive Server Ent UNIX/WP 32                       User Sybase                (1) LM French Connectivity Sybase                (1) LM Japanese Connectivity

                                       41

                                                          Sybase                (1) LM German Connectivity Sybase                (1) LM Spanish Server Sybase                (1) LM Chinese Server

                                                               TOTAL: $8,940,172.84

     Under no circumstances shall Equifax be required to pay, with respect to the transfer of, acquisition of, or procuring or securing of Third Party Agreements or Third Party Use Rights, costs, fees or expenses exceed the sum of the totals identified on this Exhibit C and Exhibit D, except that:

     (a) Equifax shall be responsible for paying any sales, transfer or VAT taxes directly associated with transferring and/or acquiring such licenses, and the parties agree that such taxes are not included in the maximum fees/costs identified above; and

     (b) Equifax agrees to pay (i) any fees and costs, not to exceed $16,500, in connection with obtaining any consents necessary with respect to the Pitney Bowes DocSense software products, LPC Finalist and Streamweaver, and (ii) any fees and costs, not to exceed $120,000, in connection with obtaining any consents necessary with respect to SAS Institute's software products, SAS Base, SAS Connect, SAS Echo, SAS Stat and SAS Warehouse. Such amounts to be paid shall be additional to the amounts required to be paid otherwise under this Exhibit C or Exhibit D.

     The scope of the licenses to be purchased by Equifax pursuant to the list above shall be limited as follows:

     (a) Certegy's rights to use the applicable software shall be substantially similar to the rights held by Equifax with respect to the Certegy Business on the Closing Date; provided that in no event shall such rights be greater, in terms of duration, territory, usage or otherwise (including rights related to the number of users, the number of concurrent users or the number of MIPS) than Equifax possessed and used in the Certegy Business on the Closing Date.

     (b) Equifax shall not be required to pay any maintenance fees with respect to the software licenses unless such maintenance fee obligations are bundled as part of the license fee for the first year of the license.





                                       42

                             APPENDIX A TO EXHIBIT C

               ORACLE PRODUCT ASSIGNED/TRANSFERRED TO CERTEGY INC.

              PRODUCT                        LICENSE TYPE         LICENSE LEVEL   NUMBER OF USERS -----------------------------------   -------------------------   -------------   ---------------                                                                           Oracle Database Enterprise Edition    Named User, Multi-Server    Deployment             228 Oracle Database Enterprise Edition    Concurrent-Network          Full Use                32 Oracle Database Enterprise Edition    Named User, Multi-Server    Full Use                36 Oracle Database Enterprise Edition    Universal Power Units       Full Use            64,504 Designer/2000                         Developer                   Full Use                 4 Developer/2000                        Concurrent                  Full Use                 2 Developer Server                      Concurrent                  Full Use                15 Diagnostic Management Pack            Universal Power Units       Full Use             1,600 Discoverer - Administrative Edition   Concurrent                  Full Use                 1 Discoverer - User Edition             Concurrent                  Full Use                43 Oracle Database Enterprise Edition    Concurrent-Network          Deployment             250 Partitioning                          Universal Power Units       Full Use            11,571 Oracle Database Personal Edition      Named User, Single-Server   Full Use                 1 Tuning Management Pack                Universal Power Units       Full Use             1,600 Web Application Server EE             Processors                  Full Use                 2

                                       43



     Support Services Agreement           related to this Agreement.

8.   PWC: Finance and Accounting          Equifax will negotiate and enter into new    Not applicable.    $         0      Business Process and Support         agreements that will permit Certegy to have      Services Agreement                   certain use rights under this or related to                                           this Agreement.

9.   EMC:                                 Equifax will obtain expanded rights,         Not applicable.    $   200,000                                           pursuant to a separate agreement between      Product Transfer License             Equifax and EMC, to use the EMC Catalog      and Maintenance Agreement            Solution to process data for and on behalf                                           of Certegy

     Commencement Dates:

     -#ME960283 -- 11/22/98

     -#ME960265 -- 6/19/98

10.  GEAC:                                Equifax will obtain rights under this        Not applicable.    $         0                                           Agreement for third party processors to      Agreement dated _July 8, 1996        perform services for and on behalf of      between GEAC Enterprise Solutions,   Certegy for both Mainframe and Midrange      Inc. (formerly known as Geac         Software.      Computer Systems, Inc and Equifax      Inc. (related to Accounts      Payable/General Ledger System).

11.  Storage Technology Corp              Equifax will obtain on Certegy's behalf      Not Applicable     $         0                                           rights as an authroized user under the                                           Master Agreement to use the following                                           software product:

                                                        SILO/ExL M MTHLY

11.  Sterling Commerce:                   Equifax will obtain expanded rights,         Not applicable.    $         0                                           pursuant to a separate agreement between      License Agreement between Equifax    Equifax and Sterling Commerce, pursuant to      Information Technology, Inc. and     which Certegy shall have the right to use      Sterling Commerce Inc.               the following software products until such                                           time as the Stering Commerce products                                           acquired under Exhibit C arc installed and                                           operational:

                                                Connect: Direct MVS                                                 Connect: Direct SDF

12.  Candle Corporation                   Equifax will obtain on Certegy's behalf      Not applicable.    $         0                                           rights as an authorized user under the                                           Master Agreement to use the following                                           software products:

                                                Omegamon II MVS                                                 Omegamon II DB2

13.  BMC Software, Inc.                   Equifax will obtain on Certegy's behalf      Not applicable.    $         0                                           rights as an authorized user under the                                           Master Agreement to use the following





                                          software product:

                                                Resolve Pro SMS

14.  Magic Solutions                      Equifax will acquire a license to the        Not applicable.    $    45,643                                           following software products from Magic                                           Solutions, which license will permit                                           Certegy to use the software products in the                                           Certegy Business:

                                          - (12) SM/McAfee HD to Magic HP Upgrd Perp

                                          - Magic HD - Ent. Ed. Connect Sppt.

                                          - McAfee To Magic Upgrade

                                          - Professional Services and Training                                                                                                   TOTAL:  $245,643.00

                                       45

                                    EXHIBIT E

                           TRANSFERRED CERTEGY ASSETS

                                                                        DESCRIPTION OF              ASSET                          OWNER           ASSIGNEE    RETAINED RIGHTS -----------------------------------   ----------------   ------------   ----------------                                                                 U.S. PATENT #5,119,295 ENTITLED       Equifax Payment    Equifax Inc.   None. CENTRALIZED LOTTERY SYSTEM FOR       Services, Inc. REMOTE MONITORING OR OPERATIONS AND   fka Telecredit STATUS DATA FROM LOTTERY TERMINALS    Inc. INCLUDING DETECTION OF MALFUNCTION AND COUNTERFEIT UNITS, ISSUED JUNE 2,1992

U.S. PATENT #5,223,698 ENTITLED       Equifax Payment    Equifax Inc.   None. CARD-ACTIVATED POINT-OF-SALE         Services, Inc. LOTTERY TERMINAL, ISSUED JUNE 29,    fka Telecredit 1993                                  Inc.

U.S. PATENT #5,239,573 ENTITLED       Equifax Payment    Equifax Inc.   None. TELEPHONE TERMINAL INCORPORATING     Services, Inc. SPEECH SYNTHESIZER FOR ENHANCED       fka Telecredit COMMUNICATION, ISSUED AUGUST 24,     Inc. 1953

          Without limiting Certegy's requirements under the Agreement, Certegy      (or the respective member of the Certegy Group) shall execute such      acknowledgements, grants and assignments of rights in and to the      intellectual property described above, as Equifax may reasonably request      for the purpose of evidencing, enforcing, registering or defending its      worldwide ownership of such intellectual property.

                                       46

                                    EXHIBIT F

                   CERTEGY THIRD PARTY AGREEMENTS - TRANSFERS

None.

                                       47

                                    EXHIBIT G

                 CERTEGY THIRD PARTY AGREEMENTS - RIGHTS GRANTED

None.

                                       48

                                    EXHIBIT H

                          SPECIFIED EQUIFAX LIABILITIES

None.

                                       49





                                    EXHIBIT I

                          SPECIFIED CERTEGY LIABILITIES

None.

                                       50

                                    EXHIBIT J

                           LICENSED EQUIFAX MATERIALS

None.

                                       51

                                    EXHIBIT K

                           LICENSED CERTEGY MATERIALS

  DESCRIPTION OF INTELLECTUAL            PROPERTY                 OWNER OF IP             SCOPE OF LICENSE          NAME OF LICENSEE ------------------------------   -----------------   ------------------------------   ----------------                                                                               U.S. Patent Application Serial   Equifax Check       Royalty free, non-exclusive,     Equifax Inc. No. 09/845662, filed April 30,   Services, Inc.      worldwide, perpetual license 2001 and entitled System and                        to make, practice, have made, Method for Secure Network                            use and import systems and Transactions and related PCT                        processes covered by any Patent Application, filed                            patent that issues from the April 30, 2001 and entitled                          applications and to sell to System and Method for Secure                        Equifax customers and Network Transactions.                               potential customers services                                                      based on such systems and                                                      processes; such license may                                                      not be transferred or                                                      sublicensed (other than to                                                      Equifax Affiliates), except                                                      pursuant to a state law merger                                                      or the sale of substantially                                                      all of the licensee's assets                                                      and the licensee has no right                                                      to authorize any third party                                                      to make, have made or sell the                                                      technology, whether or not for                                                      purposes of allowing such                                                      third parties to build and/or                                                      run their own payment systems.

                                         52

                                    EXHIBIT L

                            UTILITY SOFTWARE PROGRAMS

None, subject to the following:

For purposes of this Exhibit L, Unidentified Utility Software Program means any utility software program (i) that is owned by any member of the Certegy Group or the Equifax Group, (ii) used in the business of the party that is not the owner thereof during the twelve (12) calendar months prior to the Closing Date, (iii) for which a continuing business requirement exists on the Closing Date, and (iv) that is identified, in good faith, by both parties as being a Utility Software Program within twelve (12) months following the Closing Date.

The parties agree that the use of an Unidentified Utility Software Program by the party who is not the owner thereof in the normal course of its business shall be permissible. This Exhibit L shall be amended, from time to time, to add any Unidentified Utility Software Programs. At any time an Unidentified Utility Software Program is added to this Exhibit, it shall be deemed to be a Utility Software Program for purposes of this Agreement.

                                       53

                                    EXHIBIT M

                                 OTHER IP ASSETS





         Asset                          Ownership/Additional Rights -----------------------   ------------------------------------------------------                         APPLY (SOFTWARE           OWNERSHIP: APPLICATION) SOURCE CODE, OBJECT CODE AND          A. As of the Closing Date, all right, title and DOCUMENTATION             interest in and to (i) the APPLY source code (other                           than the source code owned by Equifax pursuant to                           subsection B below) and object code, including the                           customer level code written in the TCL or APPLY Basic                           programming language, (ii) documentation related to                           the foregoing, and (iii) all patents, patent rights                           and copyrights related thereto, shall be and at all                           times will remain the sole and exclusive property of                           Certegy. Certegy shall have the right to make, use,                           sell, copy, distribute, import, develop Derivative                           Works or enhancements of, and publicly perform and                           display, for any purpose, any of the foregoing assets                           without any obligation (including any obligation to                           account or pay royalties) or liability to Equifax.

                               B. As of the Closing Date, all right, title and                           interest in and to (i) all APPLY customer level source                           code written in the TCL programming language                           associated with the Telco operation in St. Petersburg,                           (ii) source code written in the APPLY Basic                           programming language associated with Equifax's                           Canadian processing site in Montreal, (iii) all credit                           processing platform source code acquired by Equifax                           Credit Information Services, Inc. from Christopher T.                           Nelson and Zoot Enterprises, Inc., known as the Zoot                           Code, that was used in the development of the APPLY                           software product, (iv) documentation related to the                           foregoing, and (v) all patents, patent rights and                           copyrights related thereto, shall be and at all times                           will remain the sole and exclusive property of                           Equifax. Equifax shall have the right to make, use,                           sell, copy, distribute, import, develop Derivative                           Works or enhancements of, and publicly perform and                           display, for any purpose, any of the foregoing assets                           without any obligation (including any obligation to                           account or pay royalties) or liability to Certegy.

                          LICENSE: As of the Closing Date, Equifax and Certegy                           shall each have the perpetual, fully paid, worldwide                           right and license to make, use, sell, copy,                           distribute, import, develop Derivative Works or                           enhancements of, and publicly perform and display, for                           any purpose, the entire APPLY software product (to the                           extent the licensee does not already own the same), in                           both source and object code format, and the                           documentation thereof without any obligation                           (including any obligation to account or pay royalties)                           or liability to the other owner. In connection with                           Certegy's license to Equifax pursuant to the foregoing                           sentence, Equifax agrees to pay Certegy a one-time                           license fee of One Million One Hundred Thousand                           Dollars ($1,100,000.00), which fee will be treated as                           an intercompany payable from Equifax to Certegy and                           shall be paid in accordance with Section 8.02 of the                           Distribution Agreement. In connection with Equifax's                           license to Certegy pursuant to the foregoing, Certegy                           agrees to pay Equifax a one-time license fee of One                           Hundred Thousand Dollars ($100,000.00), which fee will                           be treated as an intercompany payable from Certegy to                           Equifax and shall be paid in accordance with Section                           8.02 of the Distribution Agreement

                          DERIVATIVE PRODUCTS: Any modifications, enhancements                           or Derivative Works lawfully made by either party to                           any of the foregoing assets shall be owned by the                           entity that modified or enhanced such asset or created                           such Derivative Work from such asset.

                          FEES/ALLOCATIONS: As set forth above.

                          ADDITIONAL PROVISIONS: Each owner of any of the                           foregoing assets shall (i) have the right to enforce,                           in any country, all rights embodied in such assets,                           and the other party agrees (at its expense) to                           cooperate in such enforcement action as reasonably                           requested by the owner thereof, and (ii) have the                           right to file appropriate patent, trademark, copyright                           or other applications, in any country, with respect to                           such assets.

                                       54

                                                  The parties acknowledge and agree that, as between the                           parties, all right, title and interest in and to the





                          trademark or service mark APPLY, as it relates to                           the APPLY software product, shall be and remain the                           sole and exclusive property of Certegy; provided,                           however, that Certegy shall grant to Equifax a                           perpetual, fully paid, world-wide, exclusive license                           to use the APPLY trademark or service mark solely                           for use in combination with the mark Equifax and                           solely in connection with the use of the APPLY                           software PRODUCT.

PAYNET SECURE (SOFTWARE   OWNERSHIP: APPLICATION), SOURCE CODE, OBJECT CODE AND     As of the Closing Date, all right, title and interest DOCUMENTATION             in and to the source code, object code and                           documentation with respect to (i) Paynet Secure Level                           1 and (ii) the payment processing components of Paynet                           Secure Level 3, including, without limitation, all                           patents, patent rights and copyrights related thereto,                           shall be and at all times will remain the sole and                           exclusive property of Certegy. Certegy shall have the                           right to make, use, sell, copy, distribute, import,                           develop Derivative Works or enhancements of, and                           publicly perform and display, for any purpose, any of                           the foregoing assets without any obligation (including                           any obligation to account or pay royalties) or                           liability to Equifax.

                          As of the Closing Date, all right, title and interest                           in and to the source code, object code and                           documentation with respect to (i) Paynet Secure Level                           4 and (ii) the authentication components of Paynet                           Secure Level 3, including, without limitation, all                           patents, patent rights and copyrights related thereto,                           shall be and at all times will remain the sole and                           exclusive property of Equifax. Equifax shall have the                           right to make, use, sell, copy, distribute, import,                           develop Derivative Works or enhancements of, and                           publicly perform and display, for any purpose, any of                           the foregoing assets without any obligation (including                           any obligation to account or pay royalties) or                           liability to Certegy.

                          Notwithstanding the foregoing, all right, title and                           interest in and to eID Verifier, reports related                           thereto, and all intellectual property rights related                           thereto, shall be and remain the sole and exclusive                           property of Equifax, provided that Equifax shall have                           certain obligations to Certegy with respect to such                           eID Verifier Reports as specifically set forth                           pursuant to the Intercompany Data Purchase Agreement.                           Equifax shall have the sole right to make, use, sell,                           copy, distribute, import, develop Derivative Works or                           enhancements of, and publicly perform and display, for                           any purpose, any of the foregoing assets without any                           obligation (including any obligation to account or pay                           royalties) or liability to Certegy.

                          The parties agree and acknowledge that Paynet Secure                           Level 2 does not exist.

                          LICENSE: Certegy hereby grants to Equifax a fully                           paid, non-exclusive, perpetual, worldwide license to                           use, modify, copy, improve and create Derivative Works                           and enhancements from, in source code and object code                           format, processes or procedures developed by Equifax                           in support to the Paynet Secure software product that                           have applicability independent of or from the Paynet                           Secure software product.

                          DERIVATIVE PRODUCTS: Any modifications, enhancements                           or Derivative Works lawfully made by either party to                           any of the foregoing assets shall be owned by the                           entity that modified or enhanced such asset or created                           such Derivative Work from such asset.

                          FEES/ALLOCATIONS: None.

                          ADDITIONAL TERMS: Equifax agrees that it shall have no                           ownership or proprietary rights in and to the                           trademark Paynet Secure or similar mark. Each owner                           of any of the foregoing assets shall (i) have the                           right to enforce, in any country, all rights embodied                           in such assets, and the other party agrees (at its                           expense) to cooperate in such enforcement action as                           reasonably requested by the owner thereof, and (ii)                           have the right to file appropriate patent, trademark,                           copyright or other applications, in any country, with                           respect to such assets. Please refer to the Transition                           Support Agreement for information concerning equipment                           that supports Paynet Secure.

                                       55





                        RETAIL REACH (SOFTWARE    OWNERSHIP: As of the Closing Date, all right, title APPLICATION), SOURCE      and interest in and to the Retail Reach source code, CODE, OBJECT CODE AND     object code and documentation, including, without DOCUMENTATION             limitation, all patents, patent rights and copyrights                           related thereto, shall be and at all times will remain                           jointly owned by Equifax and Certegy. Each respective                           owner shall have the right to make, use, sell, copy,                           distribute, import, develop Derivative Works or                           enhancements of, and publicly perform and display, for                           any purpose, any of the foregoing assets without any                           obligation (including any obligation to account or pay                           royalties) or liability to Equifax. Notwithstanding                           the foregoing, ownership of check transaction data and                           DL/MICR cross-referencing data shall be governed in                           accordance with the terms of the Intercompany Data                           Purchase Agreement and the Bridge Database (as defined                           in the Transition Support Agreement) shall be owned                           solely and exclusively by Equifax, subject to the                           terms and conditions of the Transition Support                           Agreement.

                          LICENSE: None.

                          DERIVATIVE PRODUCTS: Any modifications, enhancements                           or Derivative Works lawfully made by either party to                           any of the foregoing assets shall be owned by the                           entity that modified or enhanced such asset or created                           such Derivative Work from such asset.

                          FEES/ALLOCATIONS: None.

                          ADDITIONAL TERMS: Each owner of any of the foregoing                           assets shall (i) have the right to enforce, in any                           country, all rights embodied in such assets, and the                           other party agrees (at its expense) to cooperate in                           such enforcement action as reasonably requested by the                           owner thereof, and (ii) have the right to file                           appropriate patent, trademark, copyright or other                           applications, in any country, with respect to such                           assets. Any patent rights to any invention that (i)                           has been incorporated into an asset and (ii) was                           created or developed (in any form or manner) prior to                           the Distribution Date, shall be jointly owned by the                           respective parties. Certegy agrees that it shall have                           no ownership, proprietary rights or rights of use in                           and to the trademark Retail Reach or a similar mark.                           Please refer to the Intercompany Data Purchase                           Agreement and the Transition Support Agreement for                           additional details regarding Retail Reach.

     All references to Certegy and Equifax under this Exhibit M may, where the context provides and where applicable, be construed to refer to such entity's respective Group member.

     Each party agrees to execute, or cause to be executed, such acknowledgements, grants and assignments of rights in and to the intellectual property described above, as the other party may reasonably request for the purpose of evidencing, enforcing, registering or defending the ownership of such intellectual property as contemplated above.

                                       56

                                    EXHIBIT N

                                 PROJECTED MIPS

                     2001          Former                  ------------   ------------                            PROJECTED MIPS   EQUIFAX: 433   EQUIFAX: 438                  CERTEGY: 178   CERTEGY: 266 OVERHEAD MIPS    EQUIFAX: 114   EQUIFAX:  68                  CERTEGY: 114   CERTEGY:  68

                                       57 
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.


Output: Notwithstanding the foregoing, in no event shall either Equifax or Certegy, or any Member of their respective Group, have any liability, whether based on contract, tort (including, without limitation, negligence or strict liability), warranty or any other legal or equitable