This Stock Purchase and Sale Agreement (as it may from time to time be amended, this "Agreement"), dated as of August 1, 2007, is made and entered into by and among LLM Structured Equity Fund L.P., a Delaware limited partnership ("LLM Structured Equity"), and LLM Investors L.P., a Delaware limited partnership ("LLM Investors") (each a "Seller" and collectively, the "Sellers") and Capital Management Systems, Inc. (the "Buyer"). Certain capitalized terms are defined on Schedule A to this Agreement.

WHEREAS, the Sellers collectively own 1,725,000 shares in the aggregate (the "Shares") of the common stock, par value $0.0001 per share, of Prospect Acquisition Corp., a Delaware corporation (the "Issuer"); and

WHEREAS, on the terms and subject to the conditions set forth in this Agreement, the Sellers wish to sell a number of Shares to the Buyer in the respective amounts set forth opposite each Seller's name on Schedule B hereto and the Buyer wishes to purchase the Shares from Sellers.

NOW, THEREFORE, in consideration of the premises, representations, warranties and the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto, intending legally to be bound, agree as follows:

Section 1.1 Sale of Shares. Subject to the terms and conditions hereof and in reliance upon the representations and warranties of the parties contained herein, at the Closing, each Seller shall sell, assign, transfer and deliver the Shares it is selling hereunder to the Buyer, free and clear of all liens, other than such restrictions as may be imposed pursuant to state or federal securities laws, in consideration of the payment of the Purchase Price noted herein.

Section 1.2 Purchase Price. Subject to the terms and conditions hereof and in reliance upon the representations and warranties of the parties contained herein, at the Closing, the Buyer shall pay to Sellers by wire transfer or by such other method as may be reasonably acceptable to the Sellers, in immediately available funds, or by check payable to the seller, in the aggregate amount of Two Thousand Dollars ($2,000.00) (the "Purchase Price"), in consideration of the sale, assignment, transfer and delivery of the Shares by the Sellers under this Agreement.

Section 1.3 Closing. The closing of the purchase and sale of the Shares (the "Closing") shall be held on August 2, 2007 (the "Closing Date") at the offices of Bingham McCutchen LLP, 399 Park Avenue, New York, New York 10022, or such other place as may be agreed upon by the parties hereto.

Section 1.4 Closing Deliveries. At the Closing, each party shall execute and deliver this Agreement and such other appropriate and customary documents as the other parties reasonably may request for the purpose of consummating the transactions contemplated by this Agreement. All actions taken at the Closing shall be deemed to have been taken simultaneously.

Section 1.5 Further Assurances. The parties hereto shall execute and deliver such additional documents and take such additional actions as any party reasonably may deem to be practical and necessary in order to consummate the transactions contemplated by this Agreement.

Section 2.1 Organization and Good Standing. The Buyer which is an entity is duly organized, validly existing, and in good standing under the laws of the state of its formation.

Section 2.2 Power and Authority; Enforceability. The Buyer hereby represents to each Seller that, (i) this Agreement constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms, (ii) it has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, (iii) it has taken all actions necessary to authorize the execution and delivery of this Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby, and (iv) this Agreement has been duly authorized, executed and delivered by, and is enforceable against, it, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors' rights and to general equitable principles (whether considered in a proceeding in equity or law).

Section 2.3 No Violation; Necessary Approvals. The Buyer hereby represents to each Seller that neither its execution and delivery of this Agreement, nor its consummation or performance of any of transactions contemplated hereby, will: (a) with or without notice or lapse of time, constitute, create or result in a breach or violation of, default under, loss of benefit or right under or acceleration of performance of any obligation required under any (i) law (statutory, common or otherwise), constitution, ordinance, rule, regulation, executive order or other similar authority ("Law") enacted, adopted, promulgated or applied by any legislature, agency, bureau, branch, department, division, commission, court, tribunal or other similar recognized organization or body of any federal, state, county, municipal, local or foreign government or other similar recognized organization or body exercising similar powers or authority (a "Governmental Body"), (ii) order, ruling, decision, award, judgment, injunction or other similar determination or finding by, before or under the supervision of any Governmental Body or arbitrator (an "Order"), (iii) contract, agreement, arrangement, commitment, instrument, document or similar understanding (whether written or oral), including a lease, sublease and rights thereunder ("Contract") or permit, license, certificate, waiver, notice and similar authorization ("Permit") to which, in the case of (i), (ii) or (iii), it is a party or by which it is bound or any of its assets are subject, or (iv) any provision of the organizational documents of any Buyer as in effect on the Closing Date; (b) require any Consent under any Contract or organizational document to which it is a party or by which it is bound or any of its assets are subject; or (c) require any Permit under any Law or Order other than (i) required filings, if any, with the Securities and Exchange Commission ("SEC") and (ii) notifications or other filings with state or federal regulatory agencies after the Closing that are necessary or convenient and do not require approval of the agency as a condition to the validity of the transactions contemplated hereunder.

Section 2.4 Investment Representations. The Buyer hereby represents and warrants to each Seller, the following:

Section 2.5 Agreement to Sell Back Securities. The Buyer hereby agrees to permit the Issuer to repurchase from the Buyer, in such proportion as Buyer holds of the total outstanding Shares of the Issuer immediately prior to the Issuer's initial public offering of its securities (the "Designated Time"), at a purchase price equal to $0.0001 per share, a number of Shares necessary to ensure that the aggregate amount of Shares held by the Buyer, any transferees permitted by this Agreement and all other holders of the Issuer's outstanding Shares at the Designated Time does, not exceed 20% of the issued and outstanding common stock of the Issuer after the consummation of the Issuer's initial public offering of its securities.

Section 3.1 Power and Authority; Enforceability. Each Seller hereby represents to the Buyer, as to itself, that this Agreement constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms. It has full power and capacity to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly executed, and delivered by, and is enforceable against, such Seller.

Section 3.2 No Violation; Necessary Approvals. Each Seller hereby represents to the Buyer, as to itself, that (i) neither its execution and delivery of this Agreement, nor its consummation or performance of any of transactions contemplated hereby, will: (a) with or without notice or lapse of time, constitute, create or result in a breach or violation of, default under, loss of benefit or right under or acceleration of performance of any obligation required under any Law, Order, Contract or Permit to which it is a party or by which it is bound or any of its assets are subject, (b) result in the imposition of any lien, claim or encumbrance upon any assets owned by it; (c) require any Consent under any Contract or organizational document to which it is a party or by which it is bound; or (d) require any Permit under any Law or Order other than (i) required filings, if any, with the SEC and (ii) notifications or other filings with state or federal regulatory agencies after the Closing that are necessary or convenient and do not require approval of the agency as a condition to the validity of the transactions contemplated hereunder; or (e) trigger any rights of first refusal, preferential purchase or similar rights with respect to any of the Shares.

Section 3.3 Capitalization. Prior to the sale of the Shares to the Buyer pursuant to this Agreement, (i) LLM Structured Equity hereby represents that it owned 1,690,500 shares of common stock of the Issuer and (ii) LLM Investors hereby represents that it owned 34,500 shares of the common stock of the Issuer.

Section 3.4 Title to Securities. Each Seller hereby represents to the Buyer that all of the Shares being sold by such Seller hereunder have been duly and validly authorized and issued and are fully paid and non-assessable. Upon the sale and purchase of the Shares pursuant to the terms hereof, the Buyer will have or receive good title to the Shares being sold by such Seller hereunder, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions under federal and state securities laws, and (ii) liens, claims or encumbrances imposed due to the actions of the Buyer.

Section 3.5 Nature of Representations and Warranties. Notwithstanding any other provision of this Article 3, each representation and warranty made by the Sellers hereunder should be deemed to be made severally, and not jointly.

Section 4.1 Entire Agreement. This Agreement, together with the certificates, documents, instruments and writings that are delivered pursuant hereto, constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby.

Section 4.2 Successors. All of the terms, agreements, covenants, representations, warranties, and conditions of this Agreement are binding upon, and inure to the benefit of and are enforceable by, the parties hereto and their respective successors.

Section 4.3 Assignments. Except as otherwise provided herein, no party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party, other than an assignment by the Buyer to an affiliate thereof. Any purported assignment in violation of this Section 4.3 shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee.

Section 4.4 Notices. All notices, requests, demands, claims and other communications hereunder will be in writing. Any notice, request, demand, claim or other communication hereunder will be deemed duly given if (and then three business days after) it is sent by registered or certified mail, return receipt requested, postage prepaid, and addressed to the intended recipient as set forth below:

If to a Buyer:		Capital Management Systems, Inc. 308 E. Lancaster Ave, Suite 300 Wynnewood, PA 19096 Phone: 610-896-3000 Fax: 610-896-3083
If to a Seller:		LLM Structured Equity Fund L.P. 30 Rowes Warf, Suite 480 Boston, MA 02110 Phone: 617-330-7755 Fax: 617-330-7756
		LLM Investors L.P. 30 Rowes Warf, Suite 480 Boston, MA 02110 Phone: 617-330-7755 Fax: 617-330-7756
Copy to (which will not constitute notice):		Bingham McCutchen LLP 399 Park Avenue New York, New York 10022 Attn: Floyd I. Wittlin, Esq. Phone: (212) 705-7000 Fax: (212) 752-5378

Any party hereto may send any notice, request, demand, claim, or other communication hereunder to the intended recipient at the address set forth above using any other means (including personal delivery, expedited courier, messenger service, telecopy, telex, ordinary mail, or electronic mail), but no

such notice, request, demand, claim, or other communication will be deemed to have been duly given unless and until it actually is received by the intended recipient. Any party hereto may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other parties hereto notice in the manner herein set forth.

Section 4.5 Specific Performance. Each party hereto acknowledges and agrees that the other parties would be damaged irreparably if any provision of this Agreement is not performed in accordance with its specific terms or is otherwise breached. Accordingly, each party agrees that the other parties will be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and its terms and provisions in any action instituted in any court of the United States or any state thereof having jurisdiction over the parties hereto and the matter, in addition to any other remedy to which they may be entitled, at Law or in equity.

Section 4.6 Waiver of Jury Trial. THE PARTIES HERETO EACH HEREBY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO JURY TRIAL OF ANY DISPUTE BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER AGREEMENTS RELATING HERETO OR ANY DEALINGS AMONG THEM RELATING TO THE TRANSACTIONS. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL ACTIONS THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THE TRANSACTIONS, INCLUDING, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THE PARTIES HERETO EACH ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP AND THAT THEY WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED ORALLY OR IN WRITING, AND THE WAIVER WILL APPLY TO ANY AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING HERETO. IN THE EVENT OF AN ACTION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO TRIAL BY A COURT.

Section 4.7 Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument.

Section 4.8 Headings. The article and section headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement.

Section 4.9 Governing Law. This Agreement, the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without giving effect to its choice of laws principles.

Section 4.10 Amendments. This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto.

Section 4.11 Severability. The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of the other provisions hereof; provided that if any provision of this Agreement, as applied to any party hereto or to any circumstance, is adjudged by a Governmental Body, arbitrator, or mediator not to be enforceable

in accordance with its terms, the parties hereto agree that the Governmental Body, arbitrator, or mediator making such determination will have the power to modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to delete specific words or phrases, and in its reduced form, such provision will then be enforceable and will be enforced.

Section 4.12 Expenses. Except as otherwise expressly provided in this Agreement, each party hereto will bear its own costs and expenses incurred in connection with the preparation, execution and performance of this Agreement and the consummation of the transactions contemplated hereby, including all fees and expenses of agents, representatives, financial advisors, legal counsel and accountants, provided that upon the consummation of the initial public offering of the Issuer, all such accrued fees and expenses of legal counsel of the Buyer shall be paid by the Issuer.

Section 4.13 Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of proof will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement. Any reference to any federal, state, local, or foreign Law will be deemed also to refer to Law as amended and all rules and regulations promulgated thereunder, unless the context requires otherwise. The words "include," "includes," and "including" will be deemed to be followed by "without limitation." Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words "this Agreement," "herein," "hereof," "hereby," "hereunder," and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein will have independent significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that such party hereto is in breach of the first representation, warranty, or covenant.

Section 4.14 Waiver. No waiver by any party hereto of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, may be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising because of any prior or subsequent occurrence.

Section 4.15 Remedies. The parties hereto shall have all remedies for breach of this Agreement available to them as provided by law or equity.

Section 4.16 Publicity. None of the parties hereto, nor their respective representatives, agents, affiliates, subsidiaries, directors, advisors, controlling persons, employees or members shall issue or cause the publication of any press release, advertisement or other public communication relating to this Agreement or any of the other documents contemplated hereunder, without the prior written consent of the other party, except where the disclosure of information is required by law, rule, regulation, regulatory inquiry or other judicial process.

Section 4.17 Third Party Beneficiary. Each of the parties hereto hereby agrees and acknowledges that the Issuer shall be a third party beneficiary of this Agreement with respect to Section 2.5 and this Article IV as if the Issuer shall have been a party to this Agreement.

IN WITNESS WHEREOF, the undersigned have executed this Stock Purchase and Sale Agreement to be effective as of the date first set forth above.

As used in the Stock Purchase and Sale Agreement dated as of August 1, 2007, by and among LLM Structured Equity Fund L.P., LLM Investors L.P. and Capital Management Systems, Inc. (the "Agreement"), the following terms shall have for all purposes the following meanings:

"Buyer" shall have the meaning set forth in the preamble to the Agreement.

"Closing Date" shall have the meaning set forth in Section 1.3 of the Agreement.

"Consent" means any consent, approval, notification, waiver, or other similar action that is necessary or convenient.

"Contract" shall have the meaning set forth in Section 2.3 of the Agreement.

"Designated Time" shall have the meaning set forth in Section 2.5 of the Agreement.

"Governmental Body" shall have the meaning set forth in Section 2.3 of the Agreement.

"Issuer" shall have the meaning set forth in the recitals to the Agreement.

"Lien" shall mean a mortgage, deed of trust, pledge, hypothecation, assignment, encumbrance, charge, restriction, lien (statutory or otherwise, including, without limitation, any lien for taxes), security interest, preference, participation interest, priority or security agreement or preferential arrangement of any kind or nature whatsoever, including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing and the filing of any document under the law of any applicable jurisdiction to evidence any of the foregoing, other than (i) statutory, mechanics' or other Liens incurred in the ordinary course of business or (ii) Liens for taxes incurred but not yet due.

"Permit" shall have the meaning set forth in Section 2.3 of the Agreement.

"Purchase Price" shall have the meaning set forth in Section 1.2 of the Agreement.

"Securities Act" shall mean the Securities Act of 1933, as amended, or any successor federal statute, and the applicable rules and regulations promulgated and in effect from time to time thereunder.

"Seller" and "Sellers" shall have the meaning set forth in the preamble to the Agreement.

"Shares" shall have the meaning set forth in the recitals to the Agreement.

		SELLERS:
		LLM STRUCTURED EQUITY FUND L.P.
		By:		/s/ F. S. MOSELEY
		Name:		F.S. Moseley
		Title:		Managing Director of G.P.
		LLM INVESTORS L.P.
		By:		/s/ F. S. MOSELEY
		Name:		F.S. Moseley
		Title:		Managing Director of G.P.
		BUYER:
		CAPITAL MANAGEMENT SYSTEMS, INC.
		By:		/s/ RICHARD A. MITCHELL
		Name:		Richard A. Mitchell
		Title:		V.P.

Seller		Shares Sold	Sales Price of Shares
LLM Structured Equity Fund L.P.		338,100	$	1,960
LLM Investors L.P.		6,900	$	40

	Total	345,000	$	2,000