exv10w1



 



Exhibit
2.6


ASSET PURCHASE AGREEMENT




          THIS ASSET PURCHASE AGREEMENT (as amended or supplemented from time to time, this “Agreement”)
is dated as of October 11, 2007 (the “Effective Date”), by and among CCS Financial Services, Inc.,
a Florida corporation (the “Selling Entity”); Allen Eager, the Allen Eager Revocable Trust, Paul P.
Hauser, Barry E. Hershman, and the Barry E. Hershman Revocable Trust, (collectively, the “Selling
Shareholders”, and together with the Selling Entity, the “Sellers”); and Check Mart of Florida,
Inc., a Delaware corporation (the “Buyer”). The Sellers and Buyer are collectively referred to
herein as the “Parties”.




BACKGROUND




          The Selling Entity is engaged in the business of owning and operating various businesses that
provide deferred presentment services, check cashing services, payment instrument issuance, funds
transmission services, stored-value card sales, and various other related services and products
(each, a “Business,” and collectively, the “Businesses”). The Businesses are operated from and
located at the branch stores set forth on Schedule 1.1(a) attached to this Agreement
(collectively, the “Branches,” and each individually, a “Branch”). The Buyer desires to purchase
from the Selling Entity, and the Selling Entity desires to sell to the Buyer, substantially all of
the assets used by the Selling Entity in the conduct of the Businesses, all in accordance with the
terms and subject to the conditions contained in this Agreement. Capitalized terms used and not
otherwise defined in this Agreement shall have the respective meanings set forth in Section
22 of this Agreement.




          IN CONSIDERATION of the foregoing and the mutual promises contained in this Agreement, the
Parties, intending to be legally bound, hereby agree to the following:




          1. Sale and Purchase of Assets.




               1.1 Purchased Assets. In accordance with the terms and subject to the conditions set
forth in this Agreement, the Sellers hereby sell to the Buyer, and the Buyer hereby purchases from
the Sellers, free and clear of any Liabilities, security interests, mortgages, liens, encumbrances,
rights of others and any other burdens and restrictions whatsoever (“Adverse Claims”) other than
the Assumed Liabilities and Permitted Liens, all right, title and interest in and to all assets
used or held for use in the conduct of the Sellers’ Businesses, including but not limited to the
following listed assets (collectively, the “Purchased Assets”):



                    (a) the right to collect all amounts under and exercise all rights under, including the right
to receive all past due payments from past or present customers outstanding as of the opening of
business on the Closing Date and identified with respect to each Branch on Schedule 1.1(a)
under, (i) all Deferred Presentment Agreements (including those set forth on Schedule
1.1(a)(i) to be delivered at Closing), including the right to receive all past due payments
from past or present customers and any other rights of Seller under such agreements, and (ii) all
checks deposited by the Sellers prior to the Closing and returned unpaid and all claims of Seller
with respect thereto, including those set forth on Schedule 1.1(a)(ii) to be delivered at
Closing (the “Returned Checks”, and together with the Deferred Presentment



 









 




Agreements, the “Receivables”) as identified with respect to each Branch on
Schedule 1.1(a); provided, however, that the Receivables shall not include the claims
against customers for Returned Checks listed on Schedule 1.2(c) (provided that
Schedule 1.2(c) shall be updated by the Selling Entity on the Closing Date to include any
Returned Checks for which legal claims against customers for Returned Checks were filed after the
Effective Date and before the Closing Date).




                    (b) all interests of the Sellers in the unexpired leases on real property (collectively the
“Unexpired Leases”) relating to the Branches and the office location set forth on
Schedule 1.1(b);



                    (c) all interests of the Sellers in the Contracts identified on Schedule 1.1(c) (the
“Assumed Contracts”);



                    (d) all inventories owned by the Sellers of goods and other goods and products held for sale
(collectively, the “Inventory”);



                    (e) all supplies, equipment, machinery, removable leasehold improvements, office furniture,
computing and telecommunications and other equipment, spare parts, supplies, fixtures and all other
items of tangible personal property, identified with respect to each Branch and listed on
Schedule 1.1(e);



                    (f) all rights of the Sellers to all trademarks, service marks, trade names, trade dress,
fictitious names, internet domain names, uniform resource locators (URLs), and any other names and
locators used in or incidental to the conduct of the Sellers’ Businesses, including those
associated with “The Check Cashing Store”, “CCS Payment Store” and any related names and
derivations thereof, and the interest, whether owned or licensed and whether registered or
unregistered and whether or not currently in use, together with all registrations, applications and
renewals for any of the foregoing, as set forth on Schedule 1.1(f) (which shall include the
dates of first use) and including the Names (as defined in Section 12.3) (collectively, the
“Trademarks”); provided, however, that CCS Real Estate Investments, LLC, a Florida limited
liability company, will not be required to change its legal name so long as it doesn’t use such
name in retail or consumer markets or businesses.



                    (g) all copyrights and copyrightable works and any other works of authorship, whether
statutory or common law, registered or unregistered, together with all registrations, applications
and renewals for any of the foregoing, and all moral rights thereto under the laws of any
jurisdiction, as set forth on Schedule 1.1(g) (collectively, the “Copyrights”);



                    (h) all computer software and software license rights owned by the Sellers, including data,
databases and documentation, Internet websites and the content thereof as set forth on Schedule
1.1(h) (collectively, the “Software” and, collectively with the Trademarks and the Copyrights,
the “Trade Rights”);



                    (i) the Businesses as a going concern and all of the Sellers’ goodwill associated therewith;



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                    (j) all Permits and all Licenses to operate the Businesses, as identified on Schedule
1.1(j), to the extent transferable;



                    (k) except for the Sellers’ corporate or other legal entities, franchises or corporate seals,
charter documents, operating agreements, minute books, stock books, tax returns, and other records
having to do with the corporate or other legal entity organization and/or capitalization of the
Sellers, all records, documents, lists, electronic records (including all point-of-sale data
systems), and files relating to any of the Purchased Assets, the Assumed Liabilities, and the
Businesses, including but not limited to price lists, lists of accounts, customers (including
contact information and deferred presentment and payment history), suppliers and personnel, all
product, business and marketing plans and data, historical sales data and all books, ledgers, files
and business records (including all financial records and books of account) of or relating to any
of the Purchased Assets, the Assumed Liabilities, and the Businesses in any of the foregoing cases,
whether in electronic form or otherwise (collectively, the “Books and Records”), provided that the
“Books and Records” shall not include the human resource records of any Selling Entity employee
that will not become a Hired Employee;



                    (l) all telephone and facsimile numbers relating to the Businesses (to the extent that, with
the Sellers’ full cooperation and assistance, such numbers are transferable), including all
advertising associated thereto as identified with respect to each Branch and listed on Schedule
1.1(l);



                    (m) all Restrictive Covenants, all Adverse Claims on the assets of others relating to the
Businesses or the Purchased Assets, all catalogues, brochures, art work, photographs, advertising
and marketing materials, procedures and operating manuals, underwriting standards and guidelines,
and forms pertaining to the Businesses;



                    (n) all claims, leasehold and all other deposits, prepayments (except those relating to
Retained Liabilities), refunds (except tax refunds) and other amounts prepaid by the Sellers
arising out of any of the assets described in Sections 1.1(a) through Section
1.1(m) above and identified on Schedule 1.1(n) (collectively, the “Prepaid Items”);



                    (o) Subject to Section 2.1, all cash on hand of the Branches at the opening of business on the
Closing Date (“Cash on Hand”);



                    (p) all other assets and property owned by the Sellers and located within the walls of
any of the Sellers’ Branches on the Closing Date, plus outdoor signage; and



                    (q) except where prohibited by law, all rights, causes of action, and claims against third
parties including all warranties, guarantees, sureties, indemnities and similar rights in favor of
the Sellers arising out of or with respect to any of the assets described in Sections
1.1(a) through Section 1.1(p).



               1.2 Excluded Assets. The Purchased Assets sold and acquired hereunder shall not
include any of the following (collectively, the “Excluded Assets”):



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                    (a) the Selling Entity’s cash, cash equivalents, securities and
all bank accounts and corresponding checks, but only to the extent not included in Cash on
Hand;



                    (b) the Selling Entity’s minute books and other similar corporate records; and



                    (c) all assets listed on Schedule 1.2(c).



               1.3 Certain Transitional Matters.



                    (a) Notwithstanding anything to the contrary contained in this Agreement, any Bill of Sale, or
any Assignment and Assumption Agreement, to the extent that the sale or delegation by the Sellers,
or the purchase or assumption by the Buyer, of any of the Purchased Assets or any of the Assumed
Liabilities requires any Consent or Regulatory Approval, this Agreement, the applicable Bill of
Sale and the applicable Assignment and Assumption Agreement shall constitute the Sellers’ agreement
to sell and delegate, and the Buyer’s agreement to purchase and assume, such Purchased Assets and
Assumed Liabilities as promptly as practicable following the obtainment of any necessary Consent or
Regulatory Approval; provided, that from and after the Closing Date until the date on which
such Consent or Regulatory Approval is obtained, the Sellers shall make available to the Buyer the
economic and practical benefits of such Purchased Assets and Assumed Liabilities for no additional
consideration. If and to the extent that the Sellers are making available to the Buyer the
economic and practical benefits of such Purchased Assets, the risk of loss for such Purchased
Assets shall rest with the Buyer. Nothing contained in this Section 1.3 is intended to
impair, reduce or otherwise modify any representation, warranty and covenant contained in this
Agreement, including those relating to any of the Purchased Assets or to any of the Assumed
Liabilities.



                    (b) In the event that Sellers have failed to obtain Estoppel and Consent Certificates in a
form reasonably acceptable to Buyer for any one or more Branches (each, a “Restricted Branch”), and
in the event that (i) all other conditions set forth in Article 9 hereof have been satisfied or
waived by Buyer and (ii) Estoppel and Consent Certificates have been obtained for at least ninety
percent (90%) of all Branches (which must include the Branches listed on Schedule 1.3),
then the failure to obtain the Estoppel and Consent Certificates for the Restricted Branches shall
not by itself constitute a failure of Buyer’s or Sellers’ closing conditions set forth in Articles
9 or 10 hereunder; provided, however, that (x) Buyer and the Selling Entity shall at the Closing
enter into a License Agreement in substantially the form attached to Exhibit F hereto with
respect to the Restricted Branches (the “License Agreement”), and (y) a portion of the Cash
Consideration equal to $500,000 for each Restricted Branch (the “Branch Holdback”) shall be paid to
the Escrow Agent to be held and disbursed upon the terms set forth in a Supplemental Escrow
Agreement in substantially the form attached as Exhibit G hereto (the “Supplemental Escrow
Agreement”).



                         (i) Subject to the terms of the Supplemental Escrow Agreement, on or before the date that is
one hundred eighty (180) days after the Closing (the “Determination Date”), if the Buyer receives
an Estoppel and Consent Certificate for any



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Restricted Branch, the Branch Holdback for such
Restricted Branch (together with any earnings
on such amount) shall be paid by the Escrow Agent to the Selling Entity within three (3) business
days of Buyer’s receipt of such Estoppel and Consent Certificate, and the Selling Entity shall
thereafter deliver any assignment document reasonably requested by Buyer to evidence the assignment
to Buyer of the Unexpired Lease for such Restricted Branch. If on the Determination Date there are
any Restricted Branches for which Buyer has not received an Estoppel and Consent Certificate (such
Branches being referred to as “Remaining Branches”), Buyer will deliver to the Selling Entity,
within three (3) business days after Determination Date, a written notice that states for each
Remaining Branch whether Buyer desires to continue to own and operate the Remaining Branch or to
terminate its ownership and operation of such Remaining Branch (a “Determination Notice”).




                         (ii) With respect to any Remaining Branch that Buyer has determined to continue to own and
operate (an “Assumed Branch”), the Branch Holdback for such Remaining Branch (together with any
earnings on such amount) shall be delivered by the Escrow Agent to the Selling Entity simultaneous
with the delivery of the Determination Notice. Subject to the first two sentences of Section
1.3(a), Buyer shall be deemed to have assumed all executory obligations arising on and after
the Closing Date under the Unexpired Lease for any Assumed Branch, and such obligations shall be
deemed to be Assumed Liabilities for purposes of this Agreement, and the risk of failure to obtain
the Estoppel and Consent Certificate shall be borne by Buyer, with Buyer receiving credit for any
payments made under the License Agreement. With respect to any Remaining Branch that Buyer has
determined not continue owning and operating (a “Terminated Branch”), the Branch Holdback (together
with any earnings on such amount) for such Remaining Branch shall be delivered to Buyer.
Additionally, Section 4.4(b) of this Agreement shall apply to the operation of any Assumed
Branch by Buyer from and after the Closing Date.



                         (iii) With respect to any Terminated Branch, Buyer shall be deemed not to assume the Unexpired
Lease with respect thereto (regardless of whether an Estoppel and Consent Certificate is thereafter
received) and all obligations under and liabilities related to such Unexpired Lease, whether they
arise before or after the Closing, shall be deemed an Excluded Liability for purposes of this
Agreement, and the Buyer’s only obligation with respect to the Terminated Branch shall be Buyer’s
obligations to the Selling Entity under the License Agreement. Additionally, within fifteen (15)
calendar days after the delivery of the Determination Notice indicating that a Remaining Branch
shall be deemed a Terminated Branch, Buyer shall (i) cease operations at the Terminated Branch,
(ii) remove any and all improvements from the Terminated Branch made by Buyer after the Closing
Date at Buyer’s sole cost and expense, (iii) deliver all keys for the Terminated Branches to the
Selling Entity, and (iv) execute such documents as may be reasonably requested by the Selling
Entity to evidence and/or confirm the termination of the right by Buyer to occupy the premises of
the Terminated Branch. Only with respect to up to four (4) Terminated Branches, in the event that
on or before the third (3rd) anniversary of the Closing Date, if Buyer opens for
business any branch location that is located within a radius of three (3) miles of the Terminated
Branch and engages in the same or substantially same business as the Terminated Branch at such
location (a “Replacement Branch”), then the Buyer shall, within three (3) business days of the date
on which the Replacement Branch opens for business to the general public, pay to Selling Entity an
amount equal to the Branch Holdback for such Terminated Branch less the actual costs and direct



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expenses incurred by Buyer in developing, constructing, building out, and opening such
Replacement Branch, excluding any allocation of corporate overhead or management fees (or similar
expenses) payable to any Affiliate of Buyer. Sellers acknowledge that the provisions of
Section 2.6(b) of this Agreement shall restrict Sellers from operating a Competing Business
at any Terminated Branch or from selling any assets relating to the Terminated Branch to any other
person or entity owning or operating a Competing Business.




          2. Consideration and Payment; Allocation.




               2.1 Payment of Purchase Price for Purchased Assets. The purchase price to be paid to
the Sellers by the Buyer for the Purchased Assets will be the sum of (a) One Hundred One Million
Dollars ($101,000,000.00) (the “Cash Amount”), plus or minus (b) the amount, if
any, by which Cash on Hand is greater or less than, respectively, One Million Five Hundred Thousand
Dollars ($1,500,000.00) (the “Cash Target”), plus (c) the amount of any security deposits
relating to the Purchased Assets, including those made in connection with real estate leases,
utilities and any other purchased or leased equipment and identified on Schedule 2.1
(collectively, the “Deposits”) (such sum of the Cash Payment, the Cash Target and the Deposits
collectively referred to herein as the “Cash Consideration”). In addition to the Cash
Consideration, the Buyer will assume, from and after the Closing, the Assumed Liabilities as more
particularly set forth in Section 4.1.



               2.2 Payment of Consideration.



                    2.2.1 At the Closing, the Buyer shall pay the Cash Consideration reduced by the Escrow Amount
as set forth in Section 13.8 to the Sellers in cash by federal or other wire transfer to
the accounts previously designated by the Sellers jointly in writing.



                    2.2.2 The Buyer shall at Closing pay the Escrow Amount to the Escrow Agent, to be administered
in accordance with Section 13.8 and the Escrow Agreement.



                    2.2.3 If the amount of Cash on Hand is not capable of being verified as of the opening of
business on the Closing Date, such amount will be estimated for purposes of calculating the Cash
Consideration, subject to verification within forty-eight (48) hours following the Closing Date,
such verification to be agreed by the Parties in good faith. If the actual amount of Cash on Hand,
as verified, is less than the amount estimated for purposes of the Closing (a “Cash Deficiency”),
the Sellers will immediately wire the amount of the Cash Deficiency to the Buyer’s designated
account, and if the amount of the Cash on Hand is greater than the amount estimated for purposes of
the Closing (a “Cash Surplus”), the Buyer will immediately wire the amount of such Cash Surplus to
an account designated by the Selling Entity.



               2.3 Apportionment. Notwithstanding Section 2.1, to the extent that the
Sellers made any payment(s) on account of rents, real estate taxes, personal property taxes, water,
utilities and other operating expenses of any of the Businesses that are attributable, in whole or
in part, to the period on or after the Closing Date, the Buyer shall, within ten (10) business days
after receipt of the Sellers’ statement therefor by the Buyer, pay to the Selling Entity an amount
equal to the payment(s) made on account of such items which are attributable



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to the period of time
on or after the Closing Date (collectively, the “Buyer’s Apportionment”).
To the extent that the Buyer shall make any payment(s) on account of any rents, real estate
taxes, personal property taxes, water, utilities and other operating expenses of any of the
Businesses that are attributable, in whole or in part, to a period which includes a period of time
prior to the Closing Date, the Sellers shall, within ten (10) business days after receipt of the
Buyer’s statement therefor by the Selling Entity, pay to the Buyer an amount equal to the
payment(s) made on account of such items which are attributable to the period of time prior to the
Closing Date. If the Sellers fail to make such payment within the required ten (10) business days
as required herein, the Buyer may claim such unpaid amount against the Escrow Amount.




               2.4 Satisfaction of Buyer’s Obligations. Upon the Buyer’s payment of the Cash
Consideration and the Buyer’s Apportionment, the Buyer shall be deemed to have satisfied their
obligations to make payments pursuant to this Agreement other than (a) the obligation of the Buyer
to indemnify the Seller Indemnified Parties pursuant to Section 13.3 and (b) the Buyer’s
assumption of the Assumed Liabilities pursuant to Section 4.1.



               2.5 Tax Allocation. The Cash Consideration shall be allocated among the Purchased
Assets as provided on Schedule 2.5, which shall be prepared by the Selling Entity and
delivered to Buyer no later than fourteen (14) days after the Effective Date. The allocation set
forth on Schedule 2.5 shall be reasonably acceptable to Buyer. The allocation of the Cash
Consideration among the Purchased Assets provided on Schedule 2.5 is intended to comply
with Section 1060 of the Internal Revenue Code of 1986 and the rules and regulations thereunder,
all as amended (the “Code”). In furtherance thereof, the Selling Entity will also no later than
fourteen (14) days after the Effective Date complete and provide to Buyer a true and complete copy
of, United States Internal Revenue Service Form 8594, in a manner consistent with Schedule
2.5. The Buyer, the Sellers and their Affiliates shall report, act and file Tax Returns
(including, but not limited to, Internal Revenue Service Form 8594) in all respects and for all
purposes consistent with the allocations set forth on Schedule 2.5 and such Form 8594. The
Sellers and the Buyer shall not (unless compelled by any governmental or regulatory authority or
required by applicable Requirement of Law) take any position (whether in an audit, any Tax Return
or otherwise) which is inconsistent with the allocations set forth on Schedule 2.5 and such
Form 8594.



               2.6 Restrictive Covenants.



                    (a) Acknowledgment. Each of the Sellers (the “Restricted Persons”) has special
knowledge of the Sellers, the Businesses, and the Businesses’ methods of operations and
relationships with customers and suppliers. The following covenants constitute material conditions
to the transactions contemplated by this Agreement.



                    (b) Non-competition by Restricted Persons. For a period commencing on the Closing
Date and ending immediately and without further action by any party hereto, on the fifth (5th)
annual anniversary of the Closing Date, (the “Restricted Period”), no Restricted Person shall, in
any location in any state in the United States or any province in Canada, directly or indirectly
(including indirectly through any Affiliate of a Restricted Person) conduct or engage in a
Competitive Business or directly or indirectly own, manage, operate, control, finance or
participate in the ownership, management, operation, control or financing of,



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or be connected as an
agent, representative, consultant, employee, investor, owner, partner,
manager, joint venturer, distributor or otherwise with, or permit their names to be used by,
any Person engaged in any Competitive Business, except as set forth on Schedule 5.3(c);
provided, however, that each of the Restricted Persons may own, directly or
indirectly, solely as an investment, not more than five percent (5%) of any class of securities of
any Person registered pursuant to the Securities Exchange Act of 1934, as amended, even if such
Person engages in a Competitive Business. Notwithstanding anything to the contrary herein, the
Restricted Period with respect to the Restricted Person shall be extended beyond the fifth (5th)
anniversary of the Closing Date for a period of time equal to that period of time, if any, during
which such Restricted Person engaged in a breach of any provision of this Section 2.6.




                    (c) Confidential Information; Personal Relationships. At all times during the
Restricted Period, except as required (i) by applicable law or by legal or regulatory process, or
(ii) in communicating with their legal, financial and tax or accounting professionals, the
Restricted Persons shall keep secret and retain in strictest confidence, and shall not use for
their respective benefit or others, or disclose to others, any confidential matters relating to any
Business, including, without limitation, information regarding the intellectual property, trade
secrets, product information, customer lists, details of contracts, pricing policies, price lists,
trade promotion and discount schedules, operational methods, employee lists and evaluations,
marketing plans or strategies, and business acquisition plans of the Businesses, other than such
information that (i) is or becomes generally available to the public other than as a result of a
breach of this Agreement by any of them; (ii) which is compelled as a matter of Law to be
disclosed; provided, however, that if any Restricted Person receives notice that he
or she may be required or ordered to disclose any such information, he or she shall give the Buyer
prior written notice to allow Buyer to contest such requirement or order and cooperate with the
Buyer (at Buyer’s expense) in seeking a protective order or other remedy to limit the disclosure of
such information; (iii) which may be published or otherwise made available to the public by Buyer
or any of its Affiliates; or (iv) which is independently developed by a Restricted Person without
reference to Confidential Information.



                    (d) Employees. During the Restricted Period, none of the Restricted Persons shall, on
their behalf or on behalf of any other Person, directly or indirectly, as an agent, representative,
consultant, investor, owner, partner, manager, joint venturer, distributor or otherwise, solicit
the employment of, offer employment to, or hire or attempt to hire (whether as an employee,
consultant or otherwise), any Person who provided services (as an employee or consultant) to any
Business within the prior twelve (12) month period, or encourage any such Person to leave the
employment of any Business after the Closing Date; provided, that the restrictions in this
Section 2.6(d) shall not be applicable to the actual or attempted solicitation or hiring of
(i) any Person whose employment is terminated by the Buyer after the Closing Date, (ii) any
employee of Seller who does not become a Hired Employee at the time of Closing, or (iii) any Person
listed on Schedule 2.6(d).



                    (e) Non-disruption. During the Restricted Period, none of the Restricted Persons
shall, on their behalf or on behalf of any other Person, directly or indirectly, as an agent,
representative, consultant, investor, owner, partner, manager, joint venturer, distributor or
otherwise, interfere with, disrupt or attempt to disrupt any past, present or prospective
relationship, contractual or otherwise, between any Business on the one hand, and



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any of its
respective customers, prospective customers, suppliers, sales representatives,
distributors, employees or consultants, on the other hand.




                    (f) Negative Publicity. During the Restricted Period, none of the Restricted Persons
shall make statements or any other expressions on television, radio, the internet or other media or
to any third party, including, without limitation, in communications with any customers, suppliers,
sales representatives or distributors, which are in any way disparaging or materially harmful to
any Business, the Buyer or any of its Affiliates or the products and services of any Business, the
Buyer or any of its Affiliates, except as required by Law. Additionally, during the Restrictive
Period, none of the Buyer or any of its Affiliates shall make statements or any other expressions
on television, radio, the internet or other media or to any third party, including without
limitation in communications with any customers, suppliers, sales representatives or distributors
which are in any way disparaging or materially harmful to the Restricted Persons or any of their
respective family members or Affiliates, except as required by Law.



                    (g) Rights and Remedies Upon Breach. If any Restricted Person (or the Buyer with
respect to subsection (f) above) breaches, or threatens to commit a breach of, any of the
provisions of this Section 2.6 (the “Restrictive Covenants”), then each of the Buyer and
its Affiliates shall have the right and remedy to have the Restrictive Covenants specifically
enforced by any court of competent jurisdiction, without the posting of a bond in excess of $5,000,
it being agreed that any breach or threatened breach of the Restrictive Covenants would cause
irreparable injury to the Buyer or its Affiliates and that money damages would not provide an
adequate remedy to the Buyer and its Affiliates, which right and remedy is in addition to, and not
in lieu of, any other rights and remedies available to the Buyer and its Affiliates under law or in
equity.



                    (h) Severability of Covenants. Each Restricted Person acknowledges and agrees that
the Restrictive Covenants are reasonable, necessary and valid in duration and geographical scope
and in all other respects. If any court determines that any of the Restrictive Covenants, or any
part thereof, is invalid or unenforceable, the remainder of the Restrictive Covenants shall not be
affected thereby and shall be given full effect without regard to the invalid portions.



                    (i) Blue-Penciling. If any court determines that any of the Restrictive Covenants, or
any part thereof, are unenforceable because of the duration or geographical scope of such
provisions, such court shall reduce the duration or scope of such provision, as the case may be, to
the minimum extent necessary such that, in its reduced form, such provision shall then be
enforceable.



          3. Closing.




               3.1 Closing Date; Location. Unless this Agreement shall have been terminated and the
transactions contemplated hereby shall have been abandoned in accordance with Article 14,
and provided that the conditions to the Closing set forth in Article 9 and
Article 10 are satisfied or waived, the consummation of the transactions contemplated
hereby (the “Closing”) shall take place at the offices of Tobin & Reyes, P.A. 5355 Town
Center Road,



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Suite 204, Boca Raton, Florida 33486, at 10:00 a.m., local time, on the second
(2nd) business day
after the satisfaction or waiver of the conditions to the Closing set forth in Article
9 and Article 10 or such other place, date and time as the Parties shall agree. The
date of the Closing is referred to as the “Closing Date.” If the Closing occurs, then the Closing
shall be deemed to be effective as of 12:01 a.m., Eastern Time on the Closing Date.




               3.2 Sellers’ Deliveries. At the Closing, the Sellers shall deliver to the Buyer the
documents and items described in Section 11.1.



               3.3 Buyer’s Deliveries. At the Closing, the Buyer shall deliver to the Sellers the
documents and items described in Section 11.2.



          4. Assumed Liabilities; Retained Liabilities; Certain Employee Matters.




               4.1 Assumed Liabilities. At the Closing, the Buyer is assuming only those executory
obligations arising on the Closing Date and after the Closing under each of the Assumed Contracts
and the Unexpired Leases, except for the Retained Liabilities (collectively, the “Assumed
Liabilities”).



               4.2 Retained Liabilities. Subject to Section 2.3 of this Agreement, the Buyer shall
not, by virtue of their acquisition of the Purchased Assets or otherwise, assume or become
responsible for any Liabilities of the Sellers or any Affiliate of the Sellers, or any of the
Businesses, of any kind and nature that are not expressly included within the definition of Assumed
Liabilities (collectively, the “Retained Liabilities”), including but not limited to the following
(but subject to Section 2.3 of this Agreement):



                    (a) Liabilities for accounts payable, or trade indebtedness, indebtedness to banks and other
financial institutions (including the Wachovia Loan), or to shareholders, members or Affiliates;



                    (b) Liabilities in respect of any employee for any wages, salary, vacation pay, sick leave pay
or pay for time not worked, back pay, severance or termination pay or other compensation, Taxes or
arising in connection with or related to any Employee Benefit Plan, if any, including, pursuant to
the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). The Sellers
shall be responsible for providing notices and continuation coverage as required by COBRA to all
employees and other individuals who provide services to the Sellers in connection with the
Businesses, their eligible dependents and all other qualified beneficiaries, who have or had a
COBRA qualifying event prior to the Closing Date or in connection with the transactions
contemplated by this Agreement;



                    (c) Liabilities relating to Taxes;



                    (d) except to the extent arising from or relating to any actions or conditions which first
occur or exist on or after the Closing Date with respect to the Buyer’s operation of the Branches,
all Liabilities of the Sellers relating to any condition with respect to contamination of air,
soil, surface or ground waters, and all other environmental media at any real property ever owned,
leased or operated by any of the Sellers, including any of the Branches;



10









 





                    (e) Liabilities relating to personal injury or property damage arising prior to the Closing
Date or relating to goods and services sold prior to the Closing Date and alleged by third parties
to be defective, including but not limited to all tort claims and claims seeking special or
consequential damages attributable to allegedly defective goods, materials or services supplied by
the Sellers;



                    (f) Liabilities relating to any of the matters identified on either of Schedule 5.14
or Schedule 5.15;



                    (g) Liabilities and executory obligations resulting from, arising out of, relating to, or
caused by any breach of any Assumed Contract or Unexpired Lease occurring before the Closing Date;



                    (h) Liabilities and executory obligations resulting from, arising out of, relating to, or
caused by any breach of warranty, infringement or violation of applicable Requirement of Law
occurring before the Closing Date;



                    (i) Liabilities and executory obligations resulting from, arising out of, relating to, or
caused by any event or condition occurring or existing on or before the Closing Date which through
the passage of time or the giving of notice or both would constitute a breach or default by the
Sellers under any Assumed Contract or Unexpired Lease;



                    (j) any other Liabilities of the Sellers or Liabilities arising out of the operations of the
Businesses or the Purchased Assets before the Closing Date by the Sellers, including for any civil
or criminal damages or penalties (including punitive and exemplary damages allowed by law and
interest), imposed on or sought to be imposed on the Sellers or the Buyer or any of the officers,
directors, members or stockholders of the Buyer, on account of any tortious, fraudulent, criminal
or other act of the Sellers or any of their respective officers, directors, members or
stockholders; and



                    (k) All common area maintenance and other adjustments under the Assumed Leases for the period
prior to the Closing Date.


Without limitation to the foregoing, the intent and objective of the Sellers and the Buyer are
that, except for the Assumed Liabilities, the Buyer shall not assume, and no transferee or
successor liability of any kind and nature shall attach to the Buyer pertaining to, any of the
Retained Liabilities, if any, all of which Retained Liabilities shall be the sole responsibility of
and paid by the Sellers.




               4.3 Certain Employee Matters.



                    (a) The Buyer reserves the right, in its sole discretion, to make offers of employment to the
employees of the Sellers who provide services for and on behalf of the Sellers’ Businesses at each
Branch, all of which employees are listed on Schedule 4.3 (collectively, the “Employees”)
as of and conditioned upon the occurrence of the Closing. The Buyer and the Sellers hereby
acknowledge that any such offers of employment to the Employees shall be made on an at-will basis
at substantially the same rate of compensation (exclusive of benefits) as is set forth on
Schedule 4.3. Schedule 4.3 accurately sets forth, by Branch with



11









 




respect to each Employee of the Sellers at such Branch (including any Employee who is on a
leave of absence or on temporary layoff status subject to recall): (a) the name of such Employee
and the date as of which such Employee was originally hired by the Sellers; (b) such Employee’s
title and compensation structure (i.e., whether such employee receives compensation as a salaried
or hourly employee); (c) such Employee’s annualized compensation if salaried or hourly rate if any
hourly employee as of the date of this Agreement, including base salary or hourly rate, vacation
and/or paid time off, accrual amounts as of September 1, 2007, and any other compensation forms;
and (d) any governmental authorization or Permit that is held by such Employee and that is used in
connection with the Businesses. Additionally, Schedule 4.3 includes a description of the
Selling Entity’s bonus program for its employees. Nothing contained in this Agreement shall create
any contract of employment or a promise of continued employment with the Buyer for any specified
period, and no third party beneficiary rights are provided to any Employee pursuant to this
Agreement. Accordingly, the Buyer and the Sellers acknowledge that all offers of employment made
by the Buyer and the actual employment of any Employee shall, at all times, be subject to the
Buyer’s right, in its sole discretion, to establish and modify, from time to time, the terms and
conditions of the Employee’s employment and to terminate such employment at any time. Except as
the Buyer may otherwise expressly agree in writing, any Employee hired by the Buyer (a “Hired
Employee”) shall be treated as a new, at-will employee of the Buyer.




                    (b) Hired Employees shall be employed by the Buyer solely in accordance with the Buyer’s
hiring and other employment policies and procedures, which may differ from the Selling Entity’s
employment policies and procedures. Notwithstanding the foregoing, the Buyer shall have sole and
absolute responsibility for any financial or other commitments that the Buyer may have to any of
the Hired Employees, including any and all claims or obligations arising under any and all
employment policies and procedures of the Buyer, under any employee benefit plan of the Buyer, or
under any local, state, or federal law, rule, or regulation regarding termination of employment for
any employment loss which occurs on or after the hiring of any Hired Employee by the Buyer. The
Buyer shall be liable to each Hired Employee for all wages, severance benefits, unpaid vacation
pay, unpaid sick and holiday pay, and other obligations of any kind whatsoever arising on and after
the hiring of such Hired Employee by the Buyer. The Buyer is responsible for resolving any
conflicts, errors or discrepancies with regard to a Hired Employee involving the Buyer’s employee
policies and procedures with respect to the period of time on and after a Hired Employee is hired
by the Buyer.



                    (c) Buyer shall extend service credit to each employee of Selling Entity with respect to the
Business conducted at the Branches who is hired by Buyer on the Closing Date (each, a “Hired
Employee”) for the full period of time each such Hired Employee worked for Selling Entity before
the Closing Date. Nevertheless, although Buyer will base paid vacation time due each Hired
Employee upon the period of time the Hired Employee has worked both for the Selling Entity before
the Closing Date and for Buyer on and after the Closing Date, each Hired Employee must work for
Buyer for six (6) full months before the Hired Employee is eligible for any paid vacation (in
accordance with Buyers’ normal vacation policy).



                    (d) Hired Employees shall be employed by Buyer solely in accordance with Buyer’s hiring and
other employment policies and procedures, which may differ



12









 




from Seller’s employment policies and procedures. Notwithstanding the foregoing, Buyer shall
have sole and absolute responsibility for any financial or other commitments that Buyer may have to
any of the Hired Employees, including any and all claims or obligations arising under any and all
employment policies and procedures of Buyer, under any employee benefit plan of Buyer, or under any
local, state, or federal law, rule, or regulation regarding termination of employment for any
employment loss which occurs on or after the hiring of any Hired Employee by Buyer. Buyer shall be
liable to each Hired Employee for all wages, severance benefits, unpaid vacation pay, unpaid sick
and holiday pay, and other obligations of any kind whatsoever that accrue with respect to periods
after the hiring of such Hired Employee by Buyer, and Selling Entity will pay to Hired Employees,
as promptly after the Closing as practicable, all wages, severance benefits, unpaid vacation pay,
unpaid sick and holiday pay, and other obligations of any kind whatsoever that accrue with respect
to periods before the hiring of such Hired Employee by Buyer . Buyer is responsible for resolving
any conflicts, errors or discrepancies with regard to a Hired Employee involving Buyer’s employee
policies and procedures with respect to the period of time on and after a Hired Employee is hired
by Buyer.




                    (e) The Sellers and the Buyer each acknowledge and agree that no covered plant closing or mass
layoff (as such terms are defined in the Worker Adjustment and Retraining Notification Act, 29
U.S.C. § 2101 et. seq.) will occur with respect to the Branches up to and including the Closing
Date, that the transactions contemplated by this Agreement shall not result in a covered plant
closing or mass layoff, and that the Buyer does not intend to implement any such covered plant
closing or mass layoff with respect to the Branches after the Closing.



                    (f) The Sellers agree that they shall continue to perform, at the Sellers’ expense, any
post-termination obligations to the terminated Employees and their eligible dependents, including,
without limitation, continuation of health insurance coverage under any applicable group health
plan(s) pursuant to COBRA and the administration of any COBRA benefits or provision of notices
related thereto for COBRA-qualified beneficiaries who had a COBRA qualifying event before the
Closing Date and those who elect COBRA benefits following their termination in connection with the
transactions contemplated by this Agreement.



13









 





               4.4 Operation of Businesses after Closing. Buyer agrees that Buyer shall be solely
responsible for, and Sellers shall have no responsibility for, the following liabilities relating
to the Businesses as conducted by Buyer on and after the Closing Date, except to the extent that
such liabilities constitute Retained Liabilities: (a) all United States federal, state and local
income tax liabilities based on the income of Buyer as a result of the Buyer’s operation of the
Businesses, Purchased Assets, and /or the Branches on and after the Closing Date; (b) all
liabilities arising out of Buyer’s conduct of the Businesses on and after the Closing Date,
including, without limitation, all trade payables first arising or accruing on and after the
Closing Date, but excluding Retained Liabilities and any Liabilities attributable to the Excluded
Assets; (c) liabilities and obligations under the Assumed Liabilities first arising or accruing on
and after the Closing Date; and (d) all obligations for salary and benefits due to employees of
Buyer, including, without limitation, any Hired Employees, first arising or accruing on and after
the Closing Date for services provided on and after the Closing Date.



          5. Representations and Warranties of the Sellers. The Sellers hereby jointly and
severally represent and warrant to the Buyer as of the Effective Date as follows:




               5.1 Organization and Standing of the Selling Entity.



                    (a) The Selling Entity (i) is a corporation duly organized, validly existing and in active
status under the laws of the State of Florida, (ii) is duly qualified and authorized to do business
in each jurisdiction where it conducts business, owns property or has employees, except where
failure to do so would not have a Material Adverse Effect on the Selling Entity, the Purchased
Assets or the Businesses, (iii) has the applicable corporate power and is entitled to carry on the
Businesses as now conducted by the Sellers, and (iv) is authorized to enter into and perform this
Agreement and the Transaction Documents entered into or to be entered into and performed by the
Sellers.



                    (b) True and complete copies of the Selling Entity’s articles of incorporation and bylaws are
attached to this Agreement as Schedule 5.1(b).



                    (c) Each Selling Shareholder that is not a corporation, limited liability company, trust or
partnership is a competent adult.



               5.2 Authorization; Enforceability.



                    (a) This Agreement, the Transaction Documents delivered or to be delivered by the Sellers to
the Buyer and the transactions contemplated by this Agreement have been duly authorized by all
applicable corporate action required to be taken on the part of the Selling Entity, except as may
be limited by (i) bankruptcy, insolvency or other similar laws affecting creditors’ rights
generally, and (ii) equitable principles of general applicability..



                    (b) Each of the Sellers has full capacity, power and authority to execute and deliver this
Agreement and the Transaction Documents.



                    (c) This Agreement and each of the Transaction Documents entered into or to be entered into
and performed by the Sellers are and shall be legal, valid and



14









 




binding obligations of the Sellers,
enforceable against each of the Sellers, as applicable, in
accordance with their respective terms.




               5.3 Ownership; Subsidiaries and Affiliates.



                    (a) Except as set forth on Schedule 5.3(a), no person or entity owns record,
beneficial or equitable ownership of the Selling Entity.



                    (b) Except as set forth on Schedule 5.3(b), the Selling Entity does not own, directly
or indirectly, any debt, equity or other ownership or financial interest in any other entity. No
shares or other ownership or other interests, either of record, beneficially or equitably, in any
entity are included in the Purchased Assets.



                    (c) Except as set forth on Schedule 5.3(c), the Sellers and/or their Affiliates do not
operate at any location other than the Branches any business that is similar to the Businesses that
are operated at any of the Branches.



               5.4 Noncontravention of Contemplated Transactions; Consents and Government Approvals.



                    (a) Except as set forth on Schedule 5.4(a), the execution, delivery and performance of
this Agreement and the Transaction Documents delivered or to be delivered pursuant to this
Agreement by the Sellers, as applicable, and the consummation thereof do not and will not (i)
violate any Requirements of Law applicable to the Sellers or any Order to which the Sellers are
subject or by which any of their respective properties are bound, (ii) conflict with, or result in
the breach of, or constitute (or with or without the passage of time or the giving of notice or
both could reasonably be expected to constitute) a default under any Permit, License, Unexpired
Lease or material Contract of the Sellers related to any Business, (iii) result in the creation of
any Adverse Claim upon any of the Businesses, any of the Purchased Assets, or any of the Assumed
Liabilities, or (iv) violate the Selling Entity’s articles of incorporation, bylaws or any other
agreement to which the Sellers are subject or by which any their properties are bound.



                    (b) Except for applicable requirements of the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended (the “HSR Act”) and except as set forth on Schedule 5.4(b), no Consent or
Regulatory Approval (excluding required Licenses and Permits of the Buyer) is required for the
Sellers to enter into and perform this Agreement or any of the Transaction Documents to be executed
by the Sellers, or in connection with the Sellers’ consummation of the transactions contemplated by
this Agreement.



               5.5 Financial Matters. Attached to this Agreement as Schedule 5.5 are the
following financial statements of the Selling Entity (collectively, the “Financial Statements”):
(a) audited balance sheets and the statements of income as of and for each of the twelve (12)
months ended December 31, 2006 and 2005 (the “Year-End Financial Statements”); and (b) the
unaudited balance sheets and statements of income as of and for the eight (8) months ended August
31, 2007 (referred to herein as the “Most Recent Financial Statements”). The Year-End Financial
Statements have been prepared in accordance with generally accepted accounting principles in the
United States (“GAAP”) consistently applied



15









 




through the periods involved and fairly present, in all
material respects, the financial condition
and results of operations of the Selling Entity as of and for the periods ended the date
thereof. The Most Recent Financial Statements have been prepared on a cash basis of accounting
consistently applied through the periods involved and fairly present, in all material respects, the
financial condition and results of operations of the Selling Entity as of and for the periods ended
the date thereof. The Financial Statements were prepared from, and properly reflect, the books and
records of the Selling Entity, all of which books and records accurately and fairly reflect, in all
material respects and in reasonable scope and detail, the revenues and expenses, assets and
liabilities of the Selling Entity and such other information as is contained therein.




               5.6 Undisclosed Liabilities and Obligations. Except as set forth on Schedule
5.6, the Selling Entity has no Liabilities except to the extent reflected or reserved against
in the Most Recent Financial Statements or incurred in the ordinary course of business consistent
with past practice since the date of the Most Recent Financial Statements.



               5.7 No Changes. Except as set forth on Schedule 5.7, since December 31, 2006:



                    (a) the Sellers have operated the Businesses in the ordinary course in a manner consistent
with past practices and paid and discharged, in accordance with past practice but not less than on
a timely basis, all of the Selling Entity’s payables and other Liabilities;



                    (b) there has not been any development, event, change, circumstance or condition, whether
considered alone or together any other one or more developments, changes, circumstances or
conditions, that has had, or could have, a Material Adverse Effect upon any of (A) the Purchased
Assets, (B) the nature and amount of the Assumed Liabilities, (C) the ability of the Sellers to
satisfy and discharge fully the Retained Liabilities, (D) the business, prospects, operations,
results of operations, liabilities or condition (financial or otherwise) of the Selling Entity, and
(E) the ability of the Sellers to consummate the Transactions;



                    (c) there has not been any material loss, damage or destruction, whether covered by insurance
or not, relating to or affecting the Businesses or the Purchased Assets;



                    (d) there has not been any increase in the compensation, salaries, commissions or wages
payable or to become payable to any employees or agents of the Businesses, including any bonus or
other employee benefit granted, made or accrued in respect of such employees or agents, or any
increase in the number of such employees or agents (including any such increase or change pursuant
to any Employee Benefit Plan, employment agreement or other commitment), except those granted, made
or accrued in the ordinary course of business consistent with past practice;



                    (e) there has not been any labor dispute or disturbance relating to or affecting the
Businesses, other than routine individual grievances that are not material to the



16









 




conduct,
financial condition, Purchased Assets, Liabilities, Business, prospects or operations of the
Businesses;




                    (f) there has not been any increase in the Sellers’ investment in or receivable from any
Affiliate of the Selling Entity;



                    (g) there has not been any indebtedness for borrowed money incurred, assumed or guaranteed by
the Selling Entity, except in the ordinary course of business consistent with historical levels and
past practice;



                    (h) there has not been any Lien made on any assets of the Businesses other than Permitted
Liens;



                    (i) there has not been any entering into, amendment or early termination of any Contract
relating to employment to which the Selling Entity is a party, or any entering into, amendment or
early termination of any material Contract to which the Selling Entity is a party, or any release
or waiver of any material claims or rights under any Contract to which the Selling Entity is a
party, other than in the ordinary course of business;



                    (j) there has not been any loan or advance made by the Selling Entity to any person or entity,
other than advances made in the ordinary course of the Businesses or to the Selling Entity’s
employees in the ordinary course of business in accordance with past practice;



                    (k) there has not been any grant of credit by the Selling Entity to any customer (including
any distributor) on terms or in amounts more favorable than those that have been extended to such
customer in the past, any other change in the terms of any credit heretofore extended by the
Selling Entity or any other change of the Selling Entity’s policies or practices with respect to
the granting of credit;



                    (l) there has not been any discharge, satisfaction or agreement to satisfy or discharge any
Liability of the Selling Entity, other than the discharge or satisfaction in the ordinary course of
business of current Liabilities reflected on the face of the Most Recent Financial Statements and
current Liabilities incurred since the date of the Most Recent Financial Statements in the ordinary
course of business;



                    (m) there has not been any deferral, extension or failure to pay any of the Liabilities of the
Selling Entity as when the same become due or any allowance of the level of the Liabilities of the
Selling Entity to increase in any material respect or any prepayment of any of the Liabilities of
the Selling Entity;



                    (n) the Sellers have not made any change to the financial or Tax accounting methods,
principles or practices used by the Selling Entity, except to the extent required by GAAP;



                    (o) the Sellers have not sold, leased, exchanged, transferred or otherwise disposed or, or
agreed to sell, lease, exchange, transfer or otherwise dispose of, any assets of the Selling Entity
with an individual fair money value of $100,000 or more, in each



17









 




case, or $250,000 in the aggregate
which is not reflected in the Most Recent Financial Statements; and




                    (p) the Sellers have not entered into any Contract or written commitment to do any of the
foregoing.



               5.8 Title to Properties.



                    (a) Except for (i) the properties and assets which are leased or licensed by the Sellers and
identified with respect to each Branch on Schedule 1.1(b); (ii) the items of Software
licensed to the Sellers and identified as such on Schedule 1.1(h); and (iii) the Leased
Real Property on which each Branch and the corporate office is located, the Selling Entity has good
and marketable title to all the Purchased Assets being sold by the Sellers to the Buyer, free and
clear of all Adverse Claims, except the Permitted Liens. The Selling Entity has a valid and
enforceable license, lease and right to use all assets included within the Purchased Assets which
are either licensed or leased by the Selling Entity, and the Selling Entity enjoys peaceful and
undisturbed possession thereunder.



                    (b) Except as otherwise identified on Schedule 5.8, all of the Purchased Assets being
sold by the Sellers to the Buyer are located at the Sellers’ Branches or corporate offices, and the
Purchased Assets constitute all of the assets, tangible and intangible, and include all of the
leases, licenses and other agreements necessary to operate the business of the Selling Entity as
presently conducted at each of the Sellers’ Branches. Except as otherwise expressly contemplated
by the first sentence of this Section 5.8, no person or entity (including any Affiliate of
the Sellers) owns or has any right or interest in any of the Purchased Assets used in connection
with any of the Businesses.



               5.9 Real Estate.



                    (a) The Sellers do not own any real property used in the Business. The only real property
used by the Selling Entity are the Branches and the corporate office, each of which is leased
pursuant to the leases identified on Schedule 1.1(b) (collectively, the “Leased Real
Property” or the “Real Property”).



                    (b) To the Sellers’ Knowledge, none of the Unexpired Leases and no extract or memorandum
therefor has been recorded or filed with any recording or filing office of any jurisdiction by the
Sellers and by the landlord thereunder.



                    (c) To Seller’s Knowledge (provided that this knowledge qualifier shall not apply in the case
of improvements made by a Seller), all buildings, structures, fixtures and improvements, and all
mechanical and operating systems comprising a part of the Real Property are structurally sound, in
compliance with all material Requirements of Law and restrictive covenants, easements and any
similar instruments and agreements pertaining thereto and in good condition, ordinary wear and tear
excepted, and are sufficient to carry on the Businesses as conducted thereon. The Sellers are not
aware of any uncured deficiencies by any landlord for any of the Branches and the Sellers have
given the landlords all notices required to be given under the Assumed Leases.



18









 





                    (d) All utilities and services currently provided to the Branches, including alarm services,
if any, are adequate for use in the Businesses as currently conducted thereon.



                    (e) The use and operation of the Branches are in conformance with all applicable Requirements
of Law, Orders and Permits, except where failure to conform with applicable Requirements of Law,
Orders and permits would not have a Material Adverse Effect on the Purchased Assets or Businesses.
All utility charges previously due prior to the Effective Date and payable with respect to each
Branch have been fully paid.



                    (f) To Sellers’ Knowledge, there are currently no restrictions on entrance to or exit from any
of the Branches to adjacent public streets and highways and, to the Sellers’ Knowledge, no
conditions exist that will result in the termination of the present access to and from any of the
Branches to existing public streets and highways.



                    (g) To Sellers’ Knowledge, there are no proposed reassessments (other than regular periodic
reassessments required by statute) of any of the Real Property by any Governmental or Regulatory
Authority and there are no contingencies existing under which any assessment for real estate taxes
may be retroactively filed against the Real Property.



                    (h) The Sellers have never received written notice of default in the performance, observance
or fulfillment of any material obligation, covenant or condition contained in any Lease, easement,
restrictive covenant or any similar instrument or agreement affecting any of the Real Property,
which have not been cured or otherwise resolved to the reasonable satisfaction of the applicable
landlord, landowner or governmental authority.



                    (i) To the Sellers’ Knowledge, there are no condemnation, appropriation or other proceedings
involving any taking of any of the Branches pending or threatened.



                    (j) The Sellers have provided or caused to be provided to the Buyer true and complete copies
of each Unexpired Lease.



                    (k) Except as set forth on Schedule 5.9, no work has been performed on or materials
supplied to the Real Property within any applicable statutory period which will give rise to
mechanics’ or materialmen’s liens.



                    (l) Except as set forth on Schedule 5.9, no notices to governmental agencies, Permits,
licenses, approvals, taxes or fees (other than recording fees) are required to be filed, secured or
paid for respecting either (i) the transfer of the leases of the Leased Real Property from the
Sellers to the Buyer (other than landlord consents to assignment) as set forth in this Agreement or
(ii) the entering of the Sellers and the Buyer into the Lease Agreements.



                    (m) To the Sellers’ Knowledge, there have been no occurrences or actions at any of the Leased
Real Property during the respective lease terms for such Leased




19









 





Real Property that would form the
basis for any claims, actions or legal proceedings by the respective landlords or any other third
parties.



               5.10 Condition of Purchased Assets. The Purchased Assets are currently being used to
carry on the Business as currently conducted and are in good condition
and repair, ordinary wear and tear and obsolescence excepted. The operation and the use of
the Purchased Assets are in conformance with all applicable Requirements of Law, Orders and
Permits, except where failure to do so would not have a Material Adverse Effect on the Purchased
Assets or the Businesses.



               5.11 Environmental. To the Knowledge of Sellers, there have occurred no events,
conditions, circumstances, activities, practices, incidents, or actions that may give rise to any
common law or statutory liability, or otherwise form the basis for any Legal Proceeding (as defined
in Section 5.14), Order, remedial or responsive action, or study or investigation involving
or relating to the Sellers or any Branch, based upon or related to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling, or the emission, discharge,
release or threatened release into the environment of any pollutants, contaminants, chemicals or
hazardous substances.



               5.12 Contracts and Commitments. Schedule 1.1(c) lists all Assumed Contracts
other than the Unexpired Leases. True and complete copies of all written Contracts so listed have
been delivered to the Buyer. In addition, Schedule 5.12 contains a true and complete
description by the Sellers of all of the material terms of all oral Contracts, if any, included on
Schedule 1.1(c). The Sellers are not and, to the Sellers’ Knowledge, all other parties to
any Unexpired Lease or Assumed Contract are not in breach of, or default under, any provision
thereof, and no event has occurred which with or without the passage of time or the giving of
notice or both would constitute a breach or default thereunder with respect to the Sellers and, to
the Sellers’ Knowledge, with respect to such other parties to such Assumed Contracts and Unexpired
Leases. No party to any Unexpired Lease or Assumed Contract has provided the Sellers with notice
of such party’s intention to terminate or withdraw its participation in any Unexpired Lease or
Assumed Contract. All copies of each written Assumed Contract delivered to the Buyer and the
descriptions of each oral Contract contained in Schedule 1.1(c) contain and describe the
entire agreement between the parties to such Contract as to the subject matter of such Contract,
and there have been no waivers, forbearances or modifications of any kind whatsoever to the express
terms set forth in such written Contract or as described with respect to such oral Contract.



               5.13 Patents, Trademarks, Copyrights and Domains. The Sellers do not own any patents
or any patent applications. Schedules 1.1(f) and 1.1(g) contain complete and correct lists
of all Copyrights, Trademarks and Domains owned or used by the Sellers in the conduct of the
Businesses. Schedule 1.1(h) contains a complete and correct list of all Software used in
the operations of the Businesses. Except as set forth on Schedule 5.13, the Sellers have
no obligation to make any payments by way of royalties, fees, or otherwise to any owner or licensor
of, or other claimant to, any Copyright, Trademark or Domain on account of the Sellers’ conduct of
the Businesses. To the Sellers’ Knowledge, the Sellers are not infringing or misappropriating, and
the Sellers have not infringed upon or misappropriated, the rights of any other person or entity in
connection with the operation of the Businesses.



20









 





               5.14 Pending Litigation, Proceedings or Investigations. Except as set forth on
Schedule 5.14, there is no suit, action, asserted claim, arbitration, grievance,
litigation, administrative or other proceeding (a “Legal Proceeding”) pending or, to the Sellers’
Knowledge, threatened, against or related to the Selling Entity, the Businesses, the Assumed
Liabilities or the Purchased Assets or which could adversely affect or restrict the ability of
the Sellers to consummate fully the transactions contemplated by this Agreement. Schedule
5.14 also contains a true and complete list of all Orders to which the Sellers or, to the
extent relating to the Sellers or the Businesses, are subject or by which any of their respective
properties are bound.



               5.15 Absence of Restrictions; Compliance with Laws; Permits. Except as set forth on
Schedule 5.15, the Sellers are not subject to any Assumed Contract or Unexpired Lease that
has the effect of limiting the Sellers’ right to engage or compete with any person or entity in any
business. The Sellers have operated the Businesses in compliance with all Requirements of Law
(including, without limitation, Chapter 560, Florida Statutes) and are not in violation of, or in
default under, any Requirement of Law applicable to the Sellers or any Order issued or pending
against the Sellers or by which the Sellers or any of their respective properties are bound. The
Sellers have obtained or filed all Permits and Licenses that are required for the operation of the
Businesses and the Branches. Schedule 1.1(j) contains a complete and accurate list, by
Branch, of all of the Sellers’ Permits and Licenses. All such Permits and Licenses were made in
accordance with applicable Requirements of Law when obtained or filed. Except as set forth on
Schedule 5.15, no deficiencies have been asserted by any Governmental or Regulatory
Authority with respect to any Permit or License or applicable Requirements of Law that has not been
finally resolved. All Permits and Licenses are valid and in full force and no revocation,
cancellation, or withdrawal thereof has been effected or threatened, and the Businesses have at all
times been operated in compliance with such Permits or Licenses.



               5.16 Deferred Presentment Agreements to Customers.



                    (a) Schedule 1.1(a)(i) will, as of the Closing Date, contain a complete and accurate
listing of each Deferred Presentment Agreement outstanding as of the Closing Date within each
Branch, indicating the due date of the Deferred Presentment Agreement and whether any Deferred
Presentment Agreement is in default.



                    (b) There has been no fraud, dishonesty or misrepresentation on the part of the Sellers, and
the Sellers have no knowledge that they have entered into any Deferred Presentment Agreements in
which there was fraud, dishonesty or misrepresentation on the part of any Customer.



                    (c) No Deferred Presentment Agreement is subject to any legally enforceable right of
rescission, set-off, counterclaim or defense, including the defense of usury, nor will the
operation of any of the terms of any Deferred Presentment Agreement, or the exercise of any right
thereunder, render such Deferred Presentment Agreement unenforceable, in whole or in part, or
subject such Deferred Presentment Agreement to any legally enforceable right of rescission,
set-off, counterclaim or defense, including the defense of usury and no such right of rescission,
set-off, counterclaim or defense has been asserted with respect thereto.



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                    (d) All Requirements of Law including usury, truth in lending, consumer credit protection,
equal credit opportunity or disclosure laws applicable to the origination and servicing and
collection of each Deferred Presentment Agreement have been complied with in all material respects.



                    (e) The Sellers have no knowledge that (i) any Deferred Presentment Agreement is not genuine
or not a legal, valid and binding obligation of the Customer thereof, nor that (ii) any Deferred
Presentment Agreement is unenforceable in accordance with its terms.



                    (f) The Sellers have no knowledge that (i) any of its Customers lacked legal capacity to enter
into a Deferred Presentment Agreement, (ii) any Deferred Presentment Agreement was not duly and
properly executed by the Customer or (iii) any proceeds of any Deferred Presentment Agreement were
not duly disbursed.



                    (g) All parties which have had any interest in any Deferred Presentment Agreement, whether as
assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such
interest, were) in compliance with any and all applicable “doing business” and licensing
Requirements of Law.



                    (h) The Sellers have not waived any default, breach, violation or event of acceleration under
any Deferred Presentment Agreement. Schedule 5.16(h) sets forth a complete and accurate
list of all Deferred Presentment Agreements that are in default as of the Closing Date (with the
schedule to be provided as of the Closing Date).



                    (i) The number of Customers of the Selling Entity that filed for protection under a bankruptcy
proceeding following the origination of a currently outstanding Deferred Presentment Agreement is
not materially and disproportionately larger than the number of Customers of Selling Entity that
have historically filed for bankruptcy protection prior to the date of this Agreement following the
execution of a Deferred Presentment Agreement by such Customers.



                    (j) No Deferred Presentment Agreement is secured by any collateral.



                    (k) Each Customer has received all disclosures required by all applicable Requirements of Law
with respect to deferred presentment transactions of the same type as the Deferred Presentment
Agreement made to such Customer and any rescission materials required by all applicable
Requirements of Law.



                    (l) The Selling Entity is the sole owner and holder of the Deferred Presentment Agreements
originated by the Selling Entity. No Deferred Presentment Agreement has been assigned or pledged
by the Selling Entity (excluding liens filed by Wachovia Bank National Association in connection
with the Selling Entity’s line of credit with such lienholder, all of which liens shall be
terminated as of Closing), and the Selling Entity has good and marketable title thereto, free and
clear of all Adverse Claims, except for Permitted Liens. The Sellers have full right to transfer
and sell each Deferred Presentment Agreement to the Buyer, free and clear of Adverse Claims, except
for Permitted Liens, and have full right and



22









 




authority, subject to no interest or participation in,
or agreement with any other person or entity to sell or otherwise transfer such Deferred
Presentment Agreement. The sale of each Deferred Presentment Agreement as and in the manner
contemplated by this Agreement is sufficient to fully transfer to the Buyer all right, title and
interest of the Selling Entity thereto as noteholder.




                    (m) Each Deferred Presentment Agreement was underwritten in accordance with the Sellers’
processes, procedures and guidelines for the making of such Deferred Presentment Agreements in
effect at the time of origination, and supported by appropriate documentation contained in the file
for such Deferred Presentment Agreement. With respect to each Deferred Presentment Agreement, the
Sellers maintain a file which contains the original Deferred Presentment Agreement and evidence, in
accordance with applicable Requirements of Law, of all disclosures to, and acknowledgments by, the
borrower with respect to the terms and conditions of such Deferred Presentment Agreement.



                    (n) No Customer has notified the Sellers, and no relief has been requested or allowed to any
Customer, under the Servicemen’s Civil Relief Act, except as set forth on Schedule 5.16(n).



               5.17 Solvency. On and as of the date of this Agreement, and after giving effect to
the Closing and the other Transactions, the Sellers are not, nor will be, insolvent as defined in,
or otherwise in a condition which could render any transfer or conveyance made by the Sellers
avoidable or fraudulent pursuant to, any Requirement of Law pertaining to bankruptcy, insolvency or
creditors’ rights generally or relating to fraudulent conveyances, fraudulent transfers or
preferences. The Sellers are receiving reasonably equivalent value and consideration from the
Buyer for the Purchased Assets being sold by the Sellers and are not selling such Purchased Assets
to the Buyer with the intent to hinder, delay or defraud any of their creditors.



               5.18 No Brokers. The Sellers have not engaged any person or entity as a broker,
finder or intermediary for or on account of any of the Transactions.



               5.19 Receivables. Other than the Deferred Presentment Agreements and Returned Checks,
the Sellers have no Receivables.



               5.20 Tax Matters. The Selling Entity has duly and timely filed all Tax Returns
required to be filed by it. The Sellers have provided the Buyer with true and complete copies of
all federal and state income Tax Returns for the Selling Entity for the tax years ended December
31, 2006, 2005 and 2004. Each Tax Return filed by the Selling Entity was true and complete in all
material respects when filed. The Selling Entity has fully paid all Taxes that were due and
payable, or asserted or claimed to be due and payable by any federal, state or local tax authority
from the Selling Entity for the period covered by the applicable Tax Returns or any statement or
other document issued by any such tax authority. The Sellers have not received any outstanding and
unresolved notices from the IRS or any other governmental or regulatory authority of any proposed
examination or of any proposed change in reported information relating to the Selling Entity except
as set forth on Schedule 5.20. There are no Adverse Claims of any kind for Taxes upon any
of the Purchased Assets other than for those Adverse Claims for Taxes not yet due and payable. The
Selling Entity has complied with all applicable



23









 




Requirements of Law relating to the payment and
withholding of Taxes (including withholding Taxes pursuant to Sections 1441 and 1442 of the Code).
All monies that the Selling Entity is required by applicable Requirement of Law to collect or
withhold from the employees of the Selling Entity for income Taxes, social security and other
payroll Taxes, or from independent contractors, shareholders or other third parties, have, within
the time and manner presented by
applicable Requirement of Law, been collected or withheld, and paid to the respective
governmental or regulatory authority.




               5.21 Officers and Directors. Except as set forth on Schedule 5.21 attached to
this Agreement, none of the officers, directors or shareholders of the Selling Entity has, within
the past five (5) years:



                    (a) been convicted of, or pled guilty or no contest to, any crime (other than traffic offenses
and other minor offenses);



                    (b) been named as a subject of any criminal Legal Proceeding (other than for traffic offenses
and other minor offenses);



                    (c) been the subject of any Order or sanction relating to an alleged violation of, or
otherwise found by any governmental or regulatory authority to have violated: (i) any Requirement
of Law relating to consumer lending, (ii) any Requirement of Law respecting financial institutions,
insurance companies, or fiduciary duties owed to any person or entity, (iii) any Requirement of Law
prohibiting fraud (including mail fraud or wire fraud); or



                    (d) been the subject of any Order enjoining or otherwise prohibiting him or her from engaging
in any type of business activity.


During the past five (5) years, (i) no petition under the Federal bankruptcy laws or any state
insolvency or similar law has been filed by or against, and (ii) no receiver, conservator, fiscal
agent or similar officer has been appointed for, the Selling Entity, the officers, directors, or
shareholders of the Selling Entity or any partnership in which any of the foregoing individuals was
a general partner or any entity of which any of the foregoing individuals was a director or an
executive officer or had a position having similar powers and authority at or within two (2) years
of the date of such filing or appointment.




               5.22 Additional Employee Matters. The information contained in Section 4.3 is
true and complete in all material respects. Each Employee’s employment by the Sellers is
“at-will.” The Sellers have no obligation to pay any Employee any severance or similar payments.
No Seller is a party to or bound by any collective bargaining agreement and no collective
bargaining agreement covering the Sellers’ employees is currently being negotiated. To the
Sellers’ Knowledge, there are no threatened or contemplated attempts to organize for collective
bargaining purposes any of the Sellers’ employees. There is no, and since January 1, 2002, there
has been no, work stoppage, strike, slowdown, picketing or other labor disturbance or controversy
by or with respect to the Sellers’ employees or former employees. In addition, except as set forth
on Schedule 5.22, no dispute with or claim against the Sellers relating to any labor or
employment matter including employment practices, discrimination, terms and conditions of
employment, or wages and hours is outstanding or, to the Sellers’



24









 




Knowledge, is threatened. There
is no claim or petition pending before, and at no time since January 1, 2005, has there been, any
claim or petition made to, any governmental or regulatory authority including the National Labor
Relations Board or the Equal Employment Opportunity Commission against the Sellers with respect to
any labor or employment matter, except as set forth on Schedule 5.22.




               5.23 Employee Benefit Plans.



                    (a) No action or failure to take an action by the Sellers, any Affiliate of the Sellers
(including Affiliates by reason of Sections 414(b), 414(c) or 414(m) of the Code (“ERISA
Affiliates”)), or any other person, and no facts or circumstances exist that, could directly or
indirectly subject the Buyer or any of its Affiliates (or any of their employees or directors) to
any Liability of any nature with respect to any pension, profit-sharing, welfare, hospitalization,
insurance, bonus, incentive, perquisite, paid time off, severance, employment or other benefit
plan, policy, practice or agreement which is now, or has been at any time, sponsored, maintained,
contributed to, or required to be contributed to by the Sellers or any of their ERISA Affiliates,
to which the Sellers or any of their ERISA Affiliates are a party, or with respect to which the
Sellers or any of their ERISA Affiliates has or could have any Liability of any nature (each such
plan, policy, practice or agreement is referred to herein as a “Benefit Plan”).



                    (b) The only Benefit Plan sponsored or maintained by the Sellers that is subject to ERISA is
CCS Financial Services, Inc. 401(k) Profit Sharing Plan. A true and complete copy of such Benefit
Plan has been provided to the Buyer. Neither the Sellers nor any ERISA Affiliate has ever
sponsored, maintained, contributed to or had any obligation to contribute to any Benefit Plan
subject to Section 412 of the Code, or Title IV of ERISA, or intended to be qualified under Section
401(a) of the Code. No Employee is employed outside the United States, and no Benefit Plan is
subject to the laws of any foreign jurisdiction.



                    (c) Except as set forth on Schedule 5.23(c)(1), there are no current or former
employees of the Selling Entity who are on leave of absence under either of the Uniformed Services
Employment or Reemployment Rights Act or the Family Medical Leave Act. Schedule 5.23(c)(2)
reflects: (i) each individual who has elected or has a right to elect continuation coverage under
any Employee Benefit Plan pursuant to COBRA (29 U.S.C. §§1161 to 1169), as amended; and (ii) the
date and type of each such individual’s qualifying event (as defined in 29 U.S.C. §1163).



                    (d) Excluding (i) death benefits or retirement benefits under any Employee Benefit Plan that
is qualified under Section 401(a) of the Code and (ii) benefits, the full cost of which is borne by
the current or former employee (or his beneficiary), no Employee Benefit Plan provides benefits,
including death or medical benefits (whether or not insured), with respect to current or former
employees after retirement or other termination of service.



               5.24 Accuracy and Completeness of Information. All written information furnished to
the Buyer by the Sellers that is set forth in this Agreement or in any schedule to this Agreement
(“Written Information”) is, and if furnished after the date of this



25









 




Agreement, will be, true and
correct in all material respects and does not, and if furnished after the date of this Agreement,
shall not, contain any untrue statement of material fact or fail to state any material fact
necessary to make such Written Information, in the context and under the circumstances in which it
is made, not misleading.




               5.25 FIRTPA. No Seller is a “foreign person,” “foreign corporation” or
“foreign partnership” within the meaning of Section 1445 of the Code and the regulations
thereunder.



               5.26 Insurance. Set forth in Schedule 5.26 is a complete and accurate list
and description of all policies of fire, liability, product liability, workers compensation, health
and other forms of insurance presently in effect with respect to the Businesses, the Purchased
Assets and the Real Property (each a “Policy” and collectively, the “Policies”), true and correct
copies of which have heretofore been delivered to the Buyer. Schedule 5.26 includes,
without limitation, the carrier, the description of coverage, the limits of coverage, retention or
deductible amounts, amount of annual premiums, date of expiration and the date through which
premiums have been paid with respect to each such Policy, and any pending claims in excess of
$50,000. All such Policies are valid, outstanding and enforceable policies and provide insurance
coverage for the Real Property, the Purchased Assets and operations of the Selling Entity.
Schedule 5.26 indicates each Policy as to which (a) the coverage limit has been reached or
(b) the total incurred losses to date equal 75% or more of the coverage limit. No notice of
cancellation, termination or refusal to renew has been received with respect to any such Policy,
and no Seller has knowledge of any act or omission of the Selling Entity which could reasonably be
expected to result in cancellation of any such Policy prior to its scheduled expiration date. The
Selling Entity has not been refused any insurance with respect to any aspect of the operations of
the Businesses nor has its coverage been limited by any insurance carrier to which it has applied
for insurance or with which it has carried insurance during the last three years. The Selling
Entity has duly and timely made all claims it has been entitled to make under each Policy of
insurance, except for claims that have otherwise been resolved or as to which the Selling Entity is
making good faith commercially reasonable efforts to resolve. Since January 1, 2005, all products
liability and general liability Policies maintained by or for the benefit of the Selling Entity
have been “occurrence” Policies and not “claims made” Policies. There is no claim by the Selling
Entity pending under any such Policies as to which coverage has been questioned, denied or disputed
by the underwriters of such Policies, and no Seller knows of any basis for denial of any claim
under any such Policy. No Seller has received any written notice from or on behalf of any
insurance carrier issuing any such Policy that insurance rates therefor will hereafter be
substantially increased (except to the extent that insurance rates may be increased for all
similarly situated risks) or that there will hereafter be a cancellation or an increase in a
deductible (or an increase in premiums in order to maintain an existing deductible) or nonrenewal
of any such Policy. Such Policies are sufficient in all material respects for compliance by the
Selling Entity with all Requirements of Law and with the requirements of all material Contracts to
which the Selling Entity is a party.



               5.27 Affiliates’ Relationships to Selling Entity.



26









 





                    (a) Contracts With Affiliates. All leases, contracts, agreements or other
arrangements between the Selling Entity and any of its Affiliates are described on Schedule
5.27(a).



                    (b) No Adverse Interests. No Affiliate has any direct or indirect interest in (i) any
entity which does business with the Selling Entity or is competitive with the Businesses, or (ii)
any property, asset or right which is used by the Selling Entity in the conduct of the Businesses.



                    (c) Obligations. All obligations of any Affiliate of the Selling Entity to the
Selling Entity, and all obligations of the Selling Entity to any Affiliate of the Selling Entity,
are listed on Schedule 5.27(c).



          6. Representations and Warranties of the Buyer. The Buyer represents and warrants to
the Sellers as follows:




               6.1 Organization and Standing of Buyer. The Buyer (i) is a corporation duly
organized, validly existing and in good standing under the laws of the State of Delaware, and (ii)
has the authority to engage in the Businesses.



               6.2 Authorization. The execution, delivery and performance by the Buyer of this
Agreement, the Transaction Documents to be entered into and performed by the Buyer and the
Transactions have been duly authorized by all necessary organizational action on the part of the
Buyer. This Agreement and each of the Transaction Documents entered into by the Buyer or to be
entered into or performed by the Buyer have been duly entered into by the Buyer and constitute the
legal, valid and binding obligations of the Buyer, enforceable against the Buyer in accordance with
their terms, except as may be limited by (i) bankruptcy, insolvency or other similar laws affecting
creditors’ rights generally and (ii) equitable principles of general applicability.



               6.3 Noncontravention of Contemplated Transactions; Consents and Government Approvals.
The execution, delivery and performance of this Agreement and the Transaction Documents delivered
or to be delivered pursuant to this Agreement by the Buyer and the consummation thereof do not and
will not: (i) violate any Requirements of Law applicable to the Buyer or any Order to which the
Buyer is subject or by which the Buyer’s properties are bound; or (ii) conflict with, or result in
the breach of, or constitute (or with or without the passage of time or the giving of notice or
both might constitute) a default under any material contract of the Buyer, or (iii) violate the
Buyer’s certificate of incorporation or bylaws. Except for applicable requirements of the HSR Act
and as set forth on Schedule 6.3, no Consent or Regulatory Approval is required for the
Buyer’s entering into and performance of this Agreement or any of the Transaction Documents to be
executed by the Buyer or in connection with the Buyer’s consummation of the transactions
contemplated by this Agreement.



               6.4 Authority; Finances. The Buyer has full authority to act for itself, and the
Buyer is financially capable of consummating each obligation of the Buyer under the Transaction
Documents.



27









 





               6.5 No Brokers. The Buyer has not engaged any person or entity as a broker, finder,
or intermediate for or on account of any of the Transactions.



          7. Transfer Taxes and Fees. The Sellers shall pay all transfer, documentary, sales,
use, stamp, registration and other Taxes and fees, if any, which may be payable with respect to the
Transactions and will file all Tax Returns and documentation related thereto. If required by
applicable law, the Buyer will join in the execution of any such Tax Return and other
documentation. Additionally, Buyer shall reimburse Sellers up to $25,000 in out-of-pocket costs
actually incurred by Sellers and paid to landlords under Unexpired Leases in order to obtain
Consent and Estoppel Certificates from such landlords with respect to the Unexpired Leases.
Buyer will be responsible for all costs and expenses incurred by Buyer in connection with obtaining
any required licenses necessary to own and operate the Businesses from and after Closing, including
without limitation any occupational licenses from local governments and any licenses required from
the Florida Office of Financial Regulation.




          8. Covenants Prior to the Closing.




               8.1 Pre-Closing Access to Information. From the date hereof until the Closing, except
as prohibited by applicable Law, the Sellers shall, and shall cause all of the Selling Entity’s
officers, employees, agents, independent accountants and advisors to, furnish to the Buyer and its
representatives, at reasonable times and places, (a) such access to the Branches as the Buyer may
from time to time reasonably request, (b) such access to the assets, books and records of the
Sellers as the Buyer may from time to time reasonably request and (c) such access to financial and
operating data and other information relating to the Sellers as the Buyer may from time to time
reasonably request, including access to the work papers of the Sellers’ independent auditors (with
the consent of such auditors, which the Sellers obtained prior to the date hereof);
provided, that any such access shall be limited to normal business hours upon the
reasonable prior written request of the Buyer and shall not be conducted in a manner to interfere
with the Selling Entity’s operations. The Buyer shall be entitled to inspect, examine, audit and
photocopy all of such documents. In addition, during such period, with the prior consent of the
Selling Entity in each instance (which consent shall not be unreasonably withheld or delayed), the
Buyer and its representatives shall have access to suppliers, customers, officers, employees and
agents of the Sellers and others having business dealings with the Sellers for the purpose of
performing the Buyer’s due diligence investigation.



               8.2 Conduct of Business Pending the Closing. From the date hereof until the Closing,
except as required or contemplated by the express terms of this Agreement and except for any
actions taken by the Sellers of the type set forth in Schedule 8.2 or otherwise consented
to by the Buyer in writing:



                    (a) No Changes. The Sellers will carry on the Businesses in the same manner as
heretofore and will not make or institute any material changes in the methods of purchase, sale,
management, accounting or operation. Subject to applicable Law, the Sellers will use reasonable
efforts to keep the Buyer informed as to the operations and activities of the Sellers and consult
with representatives of the Buyer on important matters relating to or affecting the Sellers’
Businesses, assets or Liabilities.



28









 





                    (b) Maintain Organization. The Sellers will take such action as is reasonably
necessary to maintain, preserve, renew and keep in favor and effect the existence, rights,
qualifications, licenses, permits, consents, authorizations, and regulations of the Sellers. The
Sellers will use their best efforts to preserve the Businesses intact, to keep available to the
Buyer their current employees and to preserve for the Buyer their current relationships with
suppliers, customers, officers, employees and agents of the Sellers and others having business
dealings with the Sellers.



                    (c) No Breach. The Sellers will not do or omit any act that
(i) may cause a breach of any Contract or result in Liability of the Sellers that in either
case is material to the Sellers, (ii) may breach any representation or warranty made by the Sellers
in this Agreement or (iii) would have required disclosure in Schedule 5.7 had it occurred
after the date set forth in Section 5.7 and prior to the date hereof.



                    (d) No Material Contracts. Subject to applicable Law, the Sellers will not enter into
Contracts of any type, except for Contracts that satisfy each of the following criteria: (i)
Contracts (including lease renewals) that are in the ordinary course of business and consistent
with past practice; and (ii) Contracts that would not require disclosure in any schedule attached
to this Agreement had they been in existence on the date hereof. Subject to applicable Law, the
Sellers will not amend in any material respect or terminate Contracts of any type, or waive any
material rights thereunder, other than in the ordinary course of business.



                    (e) No Corporate Changes. No Seller will amend its charter, bylaws or similar
organizational documents or make any changes in its authorized or issued capital stock. The
Sellers will not issue any additional capital stock or enter into any Contract to issue any
additional capital stock.



                    (f) No Capital Expenditures. The Sellers will not make any capital expenditure, nor
commit to make any capital expenditure, in excess of One Hundred Fifty Thousand Dollars ($150,000)
(or its foreign currency equivalent as of the date hereof), except pursuant to a Contract disclosed
in Schedules 1.1(c) or 5.12.



                    (g) Maintenance of Insurance. The Sellers will maintain each insurance policy in
effect as of the date of this Agreement.



                    (h) Maintenance of Property. The Sellers will use, operate, maintain and repair all
of their assets in a normal business manner consistent with past practices. The Sellers will not
sell, lease, grant or otherwise transfer or dispose of any of their assets, except for the sale of
inventory items in the ordinary course of business.



                    (i) Interim Financials. The Sellers will provide the Buyer with such interim monthly
financial statements of the Selling Entity and other management reports as the Sellers have
prepared and used in the ordinary course of managing the Businesses and measuring and reporting its
operating results, as and when they are available. Such financial statements shall be prepared in
accordance with the representations for the Most Recent Financial Statements set forth in
Section 5.5.



29









 





                    (j) No Negotiations. No Seller will directly or indirectly (through a representative
or otherwise) solicit or furnish any information to, commence or conduct presently ongoing
negotiations with or enter into any Contract with any person or entity other than the Buyer
relating to the sale or other disposition of all or any material portion of the assets of the
Sellers or of all or any portion of the capital stock of the Sellers, in each case, whether
directly or indirectly, or by merger, sale of stock, reorganization, recapitalization or otherwise
(an “Acquisition Proposal”), and the Sellers will immediately provide the Buyer written notice of
any such Acquisition Proposal and the terms thereof.



                    (k) Trade Rights. The Sellers will not negotiate or enter into
any license of any Trade Right that is used in the operations of any Business, whether as
licensor or as licensee, but the Sellers will make all filings and payments, and complete all other
action, necessary after the date hereof and prior to the Closing to obtain and perfect the Sellers’
rights in and to all Trade Rights that are used in the operations of the Businesses (but only to
the extent that Selling Entity has already commenced efforts prior to the Effective Date to obtain
and perfect such rights).



                    (l) Tax Elections. The Sellers will not make any elections with respect to Taxes or
any changes in the current elections made with respect to Taxes.



                    (m) Location of Inventory. The Sellers will not process, use or store any inventory
at any location other than the Branches or the Selling Entity’s corporate office.



                    (n) No Transfer of Shares. No Selling Shareholder will transfer or attempt to
transfer any capital stock in the Selling Entity; the Selling Entity will refuse to accept any
certificates for any capital stock to be transferred or otherwise allow any such transfer to occur
upon its books; and the Selling Entity will not transfer or attempt to transfer any of the capital
stock of the Selling Entity.



               8.3 Further Actions. Subject to the terms and conditions hereof, the Sellers and the
Buyer shall use their best efforts to take, or cause to be taken, all action and to do, or cause to
be done, and to cooperate fully with the other party with respect to, all things necessary, proper
or advisable to consummate and make effective the transactions contemplated hereby, including using
their best efforts (a) to obtain prior to the Closing all licenses, permits, consents, approvals,
authorizations, qualifications and orders of Governmental Entities and parties to Contracts with
the Sellers that are necessary for the consummation of the transactions contemplated hereby and (b)
to effect all necessary registrations and filings (other than the filings contemplated by
Section 8.4). With regard to consents from third parties to the Contracts set forth in
Schedule 5.12, the Sellers shall initiate contact to obtain such consents only in
conjunction and cooperation with the Buyer.



               8.4 Certain Filings. To the extent such filings have not been made prior to the date
hereof, each Party shall make or cause to be made, in cooperation with the other Parties and to the
extent applicable and as promptly as practicable, (a) an appropriate filing of a Notification and
Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby (which
filing shall be made in any event within five (5) business days



30









 




following the Effective Date) and
(b) all other necessary filings with other Governmental Entities relating to the transactions
contemplated hereby; provided, however, that the Buyer shall each pay One Hundred
Percent (100%) of the filing fees in connection with Buyer’s and Seller’s filings under the HSR
Act. Each Party shall use its best efforts to respond to any requests for additional information
made by the Federal Trade Commission, the United States Department of Justice or any other
Governmental Entity, to take all actions necessary to obtain any required approvals of the Federal
Trade Commission, the United States Department of Justice or any other Governmental Entity, to
cause any applicable waiting periods under the HSR Act to terminate or expire at the earliest
possible date and to resist in good faith, at each of their respective cost and expense (including
the institution or defense of legal proceedings), any
assertion that the transactions contemplated hereby constitute a violation of the antitrust
Laws, all to the end of expediting consummation of the transactions contemplated hereby;
provided, however, that nothing in this Agreement shall require that the Buyer
divest, sell or hold separate any of its or its Affiliates’ (including, for this purpose, the
Selling Entity’s) assets, businesses or properties or enter into a consent decree or assume any
other obligations with respect to the ongoing operations of the Buyer and/or its Affiliates
(including, for this purpose, the Selling Entity). The Buyer shall consult with the Selling
Entity, and the Sellers shall consult with the Buyer, prior to any meetings, by telephone or in
person, with the staff of the Federal Trade Commission, the United States Department of Justice or
any other Governmental Entity regarding the transactions contemplated hereby, and each Party shall
have the right to have a representative present at any such meeting.




               8.5 Estoppel and Consent Certificates. Not less than five (5) calendar days prior to
the Closing but subject to Section 1.3(b) of this Agreement, the Sellers shall provide to
the Buyer an estoppel certificate or status letter from the landlord under each lease of Real
Property (except for the Restricted Branches), in form and substance reasonably satisfactory to the
Buyer and the Selling Entity, certifying that (a) the lease is valid and in full force and effect,
(b) the amounts payable by the Sellers under the lease and the date to which the same have been
paid, (c) whether there are, to the knowledge of such landlord, any defaults thereunder and, if so,
specifying the nature thereof, (d) the transactions contemplated hereby will not constitute default
under the lease and (e) if reasonably requested by the Buyer, the landlord consents to the
transactions contemplated by this Agreement in respect of the lease (an “Estoppel and Consent
Certificate”).



               8.6 Tax Certificates. The Sellers shall cooperate fully with the Buyer to the extent
necessary for the Buyer to obtain information regarding unpaid Taxes, if any, of the Sellers. At
or prior to the Closing, the Sellers shall request and shall cause to be sent to, or on receipt,
delivered to, the Buyer a sales tax clearance or similar certificate from the appropriate
Governmental Entity in each jurisdiction in which the Sellers is obligated to pay sales Taxes.



               8.7 Notification. Prior to the Closing, the Sellers shall promptly notify the Buyer
(after the Sellers have notice thereof), and the Buyer shall promptly notify the Selling Entity
(after the Buyer has notice thereof), and keep such other Parties advised, as to any Litigation
pending and known to such Party or, to its actual knowledge, threatened against such Party that
challenges the transactions contemplated hereby. In addition, prior to the Closing, the Sellers
shall promptly notify the Buyer (after the Sellers have notice thereof), and keep the Buyer



31









 




advised, as to any Material Adverse Effect or change in the conduct, financial condition, assets,
Liabilities, business, prospects or operations of the Selling Entity.




               8.8 Disclosure. The Sellers shall promptly notify the Buyer in writing with respect
to any matter hereafter arising or discovered that, if existing or known on the date hereof, would
have been required to be set forth or described in any schedule attached to this Agreement on the
date hereof or would cause the representations and warranties of the Sellers made pursuant to this
Agreement not to be true, correct and complete as of the date hereof or the date on which such
matter arose or was discovered, but no such disclosure shall cure any breach of any representation
or warranty. For purposes of determining the accuracy of the representations and warranties of the
Sellers made pursuant to this Agreement, the schedules
attached to this Agreement shall be deemed to include only that information contained therein
on the date hereof, and shall be deemed to exclude any information contained in any notification to
the Buyer pursuant to this Section 8.8 or otherwise.



          9. Conditions Precedent to Buyer’s Obligations. Each and every obligation of the
Buyer to be performed on the Closing Date shall be subject to the satisfaction prior to or at the
Closing of each of the following conditions:




               9.1 Representations and Warranties True on the Closing Date. Each of the
representations and warranties made by the Sellers in this Agreement, and the statements contained
in the schedules attached to this Agreement or in any instrument, list, certificate or writing
delivered by the Sellers pursuant to this Agreement, shall be true and correct in all material
respects when made and shall be true and correct in all material respects at and as of the Closing
Date as though such representations and warranties were made or given on and as of the Closing
Date, except for any changes permitted by the terms of this Agreement or consented to in writing by
the Buyer and except for those representations and warranties that are made as of a particular
date.



               9.2 Compliance With Agreement. The Sellers in all material respects shall have
performed and complied with all of their agreements and obligations under this Agreement which are
to be performed or complied with by them prior to or on the Closing Date, including without
limitation the delivery of the closing documents specified in Section 11.1 and the delivery
of Schedule 1.1(a)(i), Schedule 1.1(a)(ii), and Schedule 2.5 (with each of
such schedules being reasonably acceptable to Buyer).



               9.3 Absence of Litigation. No Litigation shall have been commenced or threatened, and
no investigation by any Government Entity shall have been commenced, against any Party or any of
the Affiliates, officers or directors of any of them, with respect to the transactions contemplated
hereby.



               9.4 Consents and Approvals. Subject to Section 1.3(b), all approvals,
consents and waivers (including all Consents or Regulatory Approvals and all Estoppel and Consent
Certificates, except for the Restricted Branches) that are required to effect the transactions
contemplated hereby shall have been received, and executed counterparts thereof shall have been
delivered to the Buyer prior to the Closing.



32









 





               9.5 Hart-Scott-Rodino Waiting Period. All applicable waiting periods related to the
HSR Act shall have expired.



               9.6 Due Diligence. The Buyer, in its sole discretion, shall have satisfactorily
completed their due diligence review of the Selling Entity, the Purchased Assets, the Assumed
Liabilities and the Businesses, and the results of such review shall be satisfactory to the Buyer,
in its sole discretion; provided that the due diligence condition set forth in this
Section 9.6 shall terminate automatically on the date that is thirty (30) calendar days
after the Effective Date (the “Diligence Expiration Date”) unless the Buyer provides the Selling
Entity with written notice on or before the Diligence Expiration Date that such condition has not
been satisfied. In the event the Buyer fails to provide the Selling Entity with written notice
that the
condition set forth in this Section 9.6 has not been satisfied on or before 5:00 PM,
Fort Lauderdale, Florida time on the Diligence Expiration Date, the Buyer shall be deemed to have
waived the condition set forth in this Section 9.6, the condition shall be deemed
irrevocably satisfied and the Buyer shall have no further rights with respect thereto;
provided, that such waiver shall be limited to this Section 9.6 and shall not apply
to any other closing condition whatsoever in this Article 9, including without limitation
Section 9.1 and Section 9.8.



               9.7 Lenders’ Consent. The Buyer shall have received, within twenty one (21) calendar
days after the Effective Date, the consent to the transactions contemplated hereby from the lenders
under their existing credit facilities.



               9.8 No Material Adverse Effect. In addition to the requirement that the Sellers’
representations and warranties in Section 5.7(b) continue to be true and correct as the
Closing Date, there shall not have occurred any Material Adverse Effect since the Effective Date.



               9.9 Wachovia Lien. The Buyer shall have received a payoff letter from Wachovia Bank
in form and substance satisfactory to Buyer stating (i) the amount necessary to repay the Wachovia
Loan in full as of the Closing Date (the “Wachovia Payoff Amount”), (ii) that upon the wire of the
Wachovia Payoff Amount to Wachovia on the Closing Date, the Wachovia Loan will be deemed to paid in
full, and the Wachovia Lien will be deemed to be automatically released and terminated, and (iii)
that Wachovia will, within a reasonable period of time after the Closing, file such termination
statements or other documents reasonably requested by Buyer to evidence the full and complete
termination and release of the Wachovia Lien.



          10. Conditions Precedent to Sellers’ Obligations. Each and every obligation of the
Sellers to be performed on the Closing Date shall be subject to the satisfaction prior to or at the
Closing of each of the following conditions:




               10.1 Representations and Warranties True on the Closing Date. Each of the
representations and warranties made by the Buyer in this Agreement, and the statements contained in
any instrument, list, certificate or writing delivered by the Buyer pursuant to this Agreement,
shall be true and correct in all material respects when made and shall be true and correct in all
material respects at and as of the Closing Date as though such representations and warranties were
made or given on and as of the Closing Date, except for any changes permitted by the terms of this
Agreement or consented to in writing by the Sellers.



33









 





               10.2 Compliance With Agreement. The Buyer in all material respects shall have
performed and complied with all of their agreements and obligations under this Agreement which are
to be performed or complied with by them prior to or on the Closing Date, including the delivery of
the closing documents specified in Section 11.2.



               10.3 Absence of Litigation. No Litigation shall have been commenced or threatened,
and no investigation by any Government Entity shall have been commenced, against any Party or any
of the Affiliates, officers or directors of any of them, with respect to the transactions
contemplated hereby.



               10.4 Hart-Scott-Rodino Waiting Period. All applicable waiting periods
related to the HSR Act shall have expired.



               10.5 Consents and Licensure. Buyer shall have obtained such licenses or license
amendments required by the Florida Office of Financial Regulation in order to operate the
Businesses following the Closing, and, provided that the Sellers have used all commercially
reasonable efforts to obtain all Estoppel and Consent Certificates, Estoppel and Consent
Certificates shall have been obtained for all Branches other than the Restricted Branches.



          11. Closing Deliveries.




               11.1 Sellers’ Deliveries. The Sellers shall deliver to the Buyer the following items
and documents at the Closing:



                    (a) the Returned Checks;



                    (b) the Sellers’ duly executed counterpart to the Bill of Sale;



                    (c) the Sellers’ duly executed counterpart to the Assignment and Assumption Agreement;



                    (d) the Sellers’ duly executed counterparts to the Escrow Agreement and Supplemental Escrow
Agreement;



                    (e) the Sellers’ duly executed Trademark, Copyright and website/URL assignments;



                    (f) a certificate issued by the Secretary of the State of Florida as to the active status of
the Selling Entity;



                    (g) a certificate of the Secretary of the Selling Entity, dated the Closing Date, certifying
as to: (A) the Selling Entity’s articles of incorporation, certified by the Secretary of the State
of Florida, together with a certification by the Selling Entity’s Secretary that no amendments
thereto have been made since such date; (B) the bylaws of the Selling Entity; (C) the resolutions
of the shareholders of the Selling Entity, if applicable, authorizing the entering into and
performance of this Agreement and each of the Transaction Documents to which the Selling Entity is
a party; and (D) incumbency and signatures of the officers of the



34









 




Selling Entity signing this
Agreement and the Transaction Documents to which the Selling Entity is a party;




                    (h) a certificate signed by an officer of the Selling Entity reasonably acceptable to the
Buyer and by the Selling Entity (acting as the agent of all Selling Shareholders), in form and
substance reasonably satisfactory to the Buyer, certifying, representing and warranting that (i)
the conditions set forth in Article 9 have been satisfied (except to the extent waived in
writing by the Buyer) and (ii) except for any changes permitted by the terms of this Agreement or
consented to in writing by the Buyer, each of the representations and warranties made by Sellers in
this Agreement, and each of the statements contained in the schedules attached to this Agreement or
in any instrument, list, certificate or writing delivered by or on behalf of Sellers pursuant
hereto that is qualified as to materiality was
true and correct in all respects when made and is true and correct in all respects at and as
of the Closing Date, and each of such representations, warranties and statements that is not
qualified as to materiality was true and correct when made and is true and correct in all material
respects at and as of the Closing Date;



                    (i) an Estoppel and Consent Certificate from each lessor of any Leased Real Property which is
the subject matter of any Unexpired Lease being assigned to the Buyer pursuant to this Agreement,
excluding Unexpired Leases for Restricted Branches;



                    (j) the Sellers’ duly executed counterparts to the License Agreement;



                    (k) an affidavit signed by each Seller, in form and substance reasonably satisfactory to the
Buyer, to the effect that such Seller is not a “foreign person,” “foreign corporation,” “foreign
partnership,” “foreign trust” or “foreign estate” under Section 1445 of the Code and containing all
such other information as is required to comply with the requirements of such Section, so that the
Buyer is exempt from withholding any amounts from the consideration payable hereunder;



                    (l) evidence of current renewal (and continued effectiveness from and after December 31, 2006)
of the Selling Entity’s license to operate each Branch operated by the Selling Entity;



                    (m) all third party consents required under the contracts as listed on Schedule 1.1(c)
and any other consents to assignment, waivers and similar instruments as the Buyer reasonably
determine are necessary to permit the consummation of the transactions contemplated hereby, in form
and substance reasonably satisfactory to the Buyer;



                    (n) a legal opinion of the Sellers’ counsel containing substantially the opinions set forth in
Exhibit D attached hereto;



                    (o) the Employment Agreement executed by Marshall Davis and Dollar Financial Group, Inc.;



                    (p) all source code for any software owned by the Sellers and included among the Purchased
Assets;



35









 





                    (q) originals (to the extent available) of all Assumed Contracts, Unexpired Leases, and files
with respect to all Deferred Presentment Agreements;



                    (r) a legal opinion in a form reasonably acceptable to Buyer from a law firm reasonably
acceptable to Buyer stating that each Selling Shareholder that is a trust has full legal capacity
to execute, deliver and perform all of its obligations under the Purchase Agreement and each of the
Ancillary Agreements, and such legal opinion may contain customary qualifications and limitations
reasonably acceptable to Buyer; and



                    (s) such other documents and instruments as may be reasonably required by the Buyer to
consummate the transactions contemplated hereunder.



               11.2 Buyer’s Deliveries. The Buyer shall deliver to the Sellers (or to the Escrow
Agent, where indicated) the following items and documents at Closing:



                    (a) the Cash Consideration to the Selling Entity, less the Escrow Amount;



                    (b) the Escrow Amount, as well as the Branch Holdback for each Restricted Branch, to the
Escrow Agent;



                    (c) the Buyer’s duly executed counterpart to the Bill of Sale;



                    (d) the Buyer’s duly executed counterpart to the Assignment and Assumption Agreement;



                    (e) the Buyer’s duly executed counterparts to the Escrow Agreement and Supplement Escrow
Agreement;



                    (f) the Buyer’s duly executed Trademark, Copyright and website/URL assignments;



                    (g) the Buyer’s or its Affiliates’ duly executed counterpart to the Employment Agreement;



                    (h) the Buyer’s duly executed counterpart to the License Agreement;



                    (i) a certificate issued by the Secretary of State of the State of Delaware as to the good
standing of the Buyer in such state;



                    (j) a certificate of the Secretary of the Buyer, dated the Closing Date, certifying as to: (A)
the Buyer’s certificate of incorporation, certified by the Secretary of the State of Delaware,
together with a certification by the Buyer’s Secretary that no amendments thereto have been made
since such date; (B) the bylaws of the Buyer; (C) the resolutions of the stockholders of the Buyer,
if applicable, authorizing the entering into and performance of this Agreement and each of the
Transaction Documents to which the Buyer is a



36









 




party; and (D) incumbency and signatures of the
officers of the Buyer signing this Agreement and the Transaction Documents to which the Buyer is a
party;




                    (k) a certificate signed by an officer of the Buyer reasonably acceptable to the Selling
Entity and in form and substance reasonably satisfactory to the Buyer, certifying, representing and
warranting that (i) the conditions set forth in Article 10 have been satisfied (except to
the extent waived in writing by the Selling Entity) and (ii) except for any changes permitted by
the terms of this Agreement or consented to in writing by the Selling Entity, each of the
representations and warranties made by the Buyer in this Agreement, and each of the statements
contained in any instrument, list, certificate or writing delivered by or on behalf of the Buyer
pursuant hereto that is qualified as to materiality was true and correct in all respects when made
and is true and correct in all respects at and as of the Closing Date, and each of such
representations, warranties and statements that is not qualified as to materiality was true
and correct when made and is true and correct in all material respects at and as of the
Closing Date; and



                    (l) a legal opinion of the Buyer’s counsel containing substantially the opinions set forth in
Exhibit E attached hereto.



          12. Post-Closing and Other Covenants.




               12.1 Further Cooperation. Subject to the terms and conditions set forth in this
Agreement, in addition to all matters addressed under Section 1.2, from and after the
Closing Date and without further compensation from the Buyer, the Sellers shall assist and
cooperate with the Buyer in effecting the orderly transfer of the Purchased Assets to the Buyer,
including but not limited to, where permitted by law, the assignment, transfer or re-issuance of
all Permits and Licenses in the name of the Buyer. Without limiting the foregoing, the Sellers
agree to cooperate with the Buyer in the Buyer’s efforts to secure new Permits and Licenses
including the presentment of the existing Sellers’ Permits and Licenses at the time of issuance of
new licenses to the Buyer. In addition, at the Buyer’s request from time to time, the Sellers
shall execute and deliver to the Buyer such further endorsements, assignments and instruments of
transfer and conveyance and take such other actions as the Buyer reasonably requests to transfer,
vest or perfect the Buyer’s rights in and to the Purchased Assets free and clear of all Adverse
Claims (except the Permitted Liens) and otherwise to accomplish the orderly transfer of the
Purchased Assets to the Buyer and to consummate the transactions contemplated by this Agreement.
In addition, the Sellers shall (i) provide or cause to be provided such written information with
respect to themselves and (ii) take or cause to be taken such actions, in each of the foregoing
cases, as the Buyer or any auditor reasonably deems necessary or desirable to complete any audit of
the Selling Entity’s financial statements. From and after the Closing, the Sellers shall cooperate
with the Buyer in connection with, and make available to the Buyer all materials reasonably
requested with respect to the Buyer’s preparation of any filing with the Securities and Exchange
Commission which may be required by the Buyer related to this Agreement and the transactions
contemplated by this Agreement, including without limitation, the filing of a current report on
Form 8-K announcing the Closing, and any amendment to such current report thereto, and the filing
of financial statements in accordance with Regulation S-X of the Securities Exchange Act of 1934.



37









 





               12.2 Maintenance of Books and Records. For a period of three (3) years after the
Closing Date, the Sellers will maintain, at the Sellers’ expense, all Books and Records not
included in the Purchased Assets possessed or controlled by the Sellers that relate to the
Businesses before the Closing Date; except for such Books and Records pertaining directly to the
Selling Entity’s employee payroll which the Sellers shall maintain, at the Sellers’ expense, for a
period of four (4) years after the Closing Date. The Sellers will (i) make such Books and Records
reasonably available to the Buyer and its representatives and agents, (ii) permit the foregoing
persons access during normal business hours to all such Books and Records, and (iii) permit the
Buyer to make copies of such Books and Records, all at the Buyer’s sole cost and expense, upon
reasonable prior written notice to the Sellers, for any reasonable business purpose.



               12.3 Use of Names. From and after the Closing Date, the Sellers will cease to use the
names “The Check Cashing Store”, “CCS Payment Store,” and “CCS Financial
Services” and any and all variations thereof, (collectively, the “Names”) and will take such
actions as the Buyer reasonably requests to permit the Buyer to use the Names. From and after the
Closing Date, the Sellers shall cease the use of the Names for commercial purposes. In the event
that Sellers desire to dissolve the Selling Entity, the Sellers will provide not less than ten (10)
days’ written notice to the Buyer so that the Buyer may determine whether, at the Buyer’s sole
expense, to incorporate a new entity to preserve the corporate name being relinquished by the
dissolving Selling Entity. Notwithstanding anything contained in this Agreement to the contrary,
Sellers shall have the right to continue to use the Names for non-commercial purposes to wind up
the Businesses. CCS Real Estate Investments, LLC, a limited liability company, will not be
required to change its legal name so long as it doesn’t use such name in retail or consumer markets
or businesses.



               12.4 Receivables/Deferred Presentment Agreements. If, at any time after the Closing
Date, the Sellers shall receive any payments on account of any of the Receivables transferred to
the Buyer or any amounts payable to the Buyer pursuant to any of the Assumed Contracts or other
rights to payment constituting a part of the Purchased Assets, then the Sellers shall hold such
funds in trust for, and shall promptly remit such funds to, the Buyer immediately upon receipt
thereof. The Sellers hereby, effective from and after the Closing Date, authorize and grant to the
Buyer (acting through any one or more of the Buyer’s authorized representatives or agents) a power
of attorney to endorse the Selling Entity’s name on any check or any other remittances received by
the Buyer on account of the Prepaid Items, Returned Checks or Deferred Presentment Agreements. The
foregoing power of attorney is coupled with an interest and is irrevocable.



               12.5 The Sellers and each other Restricted Person shall comply with all their respective
obligations under Section 2.6 and shall provide written assurances upon the request of the
Buyer that such obligations are being fulfilled.



          13. Indemnification.




               13.1 Survival. Subject to the last four (4) sentences of this Section 13.1,
any indemnification provided for in this Agreement for a breach of a representation and warranty
under Article 5 or Article 6 shall be asserted and/or a claim made for the same on
or prior to midnight, local Florida time, on the date that is two (2) years after the Closing Date
(and such



38









 




representations and warranties shall be deemed to, and shall, expire on such date),
except that the right of any Buyer Indemnified Party or Seller Indemnified Party, as applicable, to
assert indemnification claims with respect to the representations and warranties set forth in
Sections 5.8(a) (“Title to Properties”), 5.15 (“Absence of Restrictions; Compliance
with Laws; Permits”), or 5.20 (“Tax Matters”) (collectively, the “Excepted Matters”) shall
in all cases survive until the date on which statute of limitations applicable to the subject
matter addressed thereunder for which indemnification is sought expires, or, in the case of
indemnification claims arising out of third-party claims or actions, on the date that is thirty
(30) days after the date on which the statute of limitations applicable to the subject matter
addressed thereunder for which indemnification is sought expires (and such representations and
warranties shall be deemed to, and shall, expire on such date(s)). Any indemnification claim
timely asserted that would otherwise terminate in accordance with this Section 13.1 will
continue to survive until the claim has been satisfied or otherwise resolved. The right to assert
any claim with respect to any
representation or warranty contained in this Agreement or in any certificate, document or
instrument delivered at the Closing with respect thereto made with actual fraud shall indefinitely
survive the Closing. The indemnification obligations of the respective Parties under Sections
13.2 and 13.3 shall only become effective upon the Closing of the Transactions
contemplated by this Agreement. No Party shall have any indemnification obligation pursuant to
this Article 13 to any other Party unless and until the Closing of the Transactions
contemplated by this Agreement have been consummated.




               13.2 Sellers’ Indemnification. Subject to the provisions of Section 13.1
above and the provisions of Section 13.4 and 13.10 below, from and after the Closing Date,
the Sellers shall jointly and severally indemnify and hold harmless the Buyer; any Affiliate of
Buyer; each of the directors, officers, employees, and representatives of the Buyer or any
Affiliate of Buyer; and the successors and assigns and executors and estates of any of the
foregoing (collectively, the “Buyer Indemnified Parties”) from and against all Indemnifiable Losses
imposed upon, incurred by, or asserted against any of Buyer Indemnified Parties resulting from,
relating to or arising out of:



                    (a) any misrepresentation or breach of any warranty by the Sellers contained in this Agreement
or any document, instrument, or certificate delivered by the Sellers to the Buyer at the Closing
(ignoring, for purposes of determining the existence of any such misrepresentation or breach or the
amount of Indemnifiable Losses with respect thereto, any “materiality” or similar qualifier set
forth in such representation or warranty);



                    (b) any breach or non-fulfillment of any covenant or agreement to be performed by the Sellers
under this Agreement (regardless of whether such breach or non-fulfillment is deemed “material”);



                    (c) any and all Liabilities arising out of or relating to the conduct of any of the Businesses
prior to the Closing (except the Assumed Liabilities);



                    (d) any and all of the Retained Liabilities;



                    (e) the Wachovia Loan and/or the Wachovia Lien;



39









 





                    (f) any non-compliance by the Sellers with applicable Requirements of Law relating to
fraudulent conveyances, fraudulent transfers, preferential transfers and similar transactions;



                    (g) any action, claim or demand by any holder of the Sellers’ equity interests or securities,
whether debt or equity;



                    (h) any Taxes imposed on the Sellers or their Affiliates or on any of the Purchased Assets for
any period prior to the Closing Date; and



                    (i) any Third Party Claim against any Buyer Indemnified Party arising out of any of the
foregoing.



               13.3 Buyer’s Indemnification. Subject to the provisions of Section 13.1
above and the provisions of Section 13.4 below, from and after the Closing Date, the
Buyer will indemnify and hold harmless the Sellers; any Affiliate of Sellers; each of the
directors, officers, employees, and representatives of Sellers or any Affiliate thereof; and the
successors and assigns and executors and estates of any of the foregoing (collectively, the “Seller
Indemnified Parties”) from and against all Indemnifiable Losses imposed upon, incurred by, or
asserted against any of the Seller Indemnified Parties resulting from, relating to and arising out
of:



                    (a) any misrepresentation or breach of any warranty by the Buyer contained in this Agreement
or any document, instrument, or certificate delivered by the Buyer to the Sellers at the Closing
(ignoring, for purposes of determining the existence of any such misrepresentation or breach or the
amount of Indemnifiable Losses with respect thereto, any “materiality” or similar qualifier set
forth in such representation or warranty);



                    (b) any breach or non-fulfillment of any covenant or agreement to be performed by the Buyer
under this Agreement (regardless of whether such breach or non-fulfillment is deemed “material”);



                    (c) any and all of the Assumed Liabilities;



                    (d) any non-compliance by the Buyer with applicable Requirements of Law relating to fraudulent
conveyances, fraudulent transfers and preferential transfers with respect to the Purchased Assets
after the Closing Date;



                    (e) any action, claim or demand by any holder of the Buyer’s equity interests or securities,
whether equity or debt, by reason of their ownership of such securities;



                    (f) any Taxes imposed on the Buyer or its Affiliates or on any of the Purchased Assets for any
period on or after the Closing Date except to the extent this Agreement specifies that such taxes
will be paid by Sellers; and



                    (g) any Third Party Claim against any Seller Indemnified Party arising out of any of the
foregoing.



40









 





               13.4 Limitations. The Sellers’ obligation to make indemnification payments to the
Buyer Indemnified Parties, on the one hand, and the Buyer’s obligation to make indemnification
payments to the Seller Indemnified Parties, on the other hand, shall not arise until the aggregate
amount of all Indemnifiable Losses claimed by the Buyer Indemnified Parties or the Seller
Indemnified Parties, as the case may be, exceeds Three Hundred Thousand $300,000 (the “Threshold
Amount”). Once the aggregate amount of Indemnifiable Losses claimed by the Buyer Indemnified
Parties under Section 13.2, on the one hand, or by the Seller Indemnified Parties under
Section 13.3, on the other hand, exceeds the Threshold Amount, the Buyer Indemnified
Parties and the Seller Indemnified Parties, as the case may be, shall then be entitled to recover
all such Indemnifiable Losses, including those Indemnifiable Losses that were used to reach the
Threshold Amount. Additionally, the total aggregate liability for the Sellers under
Section 13.2(a) shall not exceed Thirty Three Million One Hundred Sixty Six Thousand Six
Hundred Sixty Six Dollars ($33,166,666) (the “Seller Cap”), and the total aggregate liability for
the Buyer under Section 13.3(a) shall not exceed the Seller Cap (the “Buyer Cap”). The
foregoing Threshold Amount, Seller Cap and Buyer Cap limitations shall not apply to, and the
determination of whether such Threshold Amount, Seller Cap or Buyer Cap has been reached shall not
include, any Indemnifiable Losses incurred by any Buyer Indemnified Party with respect to any of
the Excepted Matters or any representation or warranty made by any Party in this Agreement or in
any certificate, document or instrument delivered by such Party at the Closing with respect thereto
made with actual fraud.



               13.5 Indemnification Procedures.



               13.5.1 Notice of Claim. Any Buyer Indemnified Party or Seller Indemnified Party
making a claim for indemnification pursuant this Article 13 (each an “Indemnified Party”)
must give the Party against whom indemnification is sought (each, an “Indemnifying Party”) written
notice of such claim (an “Indemnification Claim Notice”) promptly after the Indemnified Party
receives any written notice of any Legal Proceeding against or involving the Indemnified Party or
otherwise discovers an Indemnifiable Loss giving rise to such claim for indemnification. In the
case of all Buyer Indemnified Parties, the Indemnification Claim Notice shall be delivered to the
Selling Entity, with a copy to Sellers’ counsel at the address set forth on the signature pages
hereto. Such notice must contain a description of the Indemnifiable Loss and the nature and amount
of such Indemnifiable Loss (to the extent that the nature and amount of such Indemnifiable Loss is
known at such time). Notwithstanding anything herein or otherwise to the contrary, the failure of
any Indemnified Party to provide an Indemnification Claim Notice to the Indemnifying Party in
connection with any claim for any Loss will not affect such Indemnified Party’s rights to
indemnification under this Article 13 except and to the extent that such failure is
prejudicial to the rights or obligations of the of the Indemnifying Party hereunder, including the
mitigation of damages therefor. If the Indemnifying Party objects to indemnification of any
Indemnified Party with respect to any claim for any such Indemnifiable Loss, the Indemnifying Party
must, within fifteen (15) days of receiving an Indemnification Claim Notice, deliver to each
Indemnified Party, a written notice to such effect in reasonable detail (an “Indemnification Claim
Dispute Notice”), and the Indemnified Party and Indemnifying Party then shall, within the thirty
(30)-day period commencing on the date of receipt by the Indemnifying Party of such Indemnification
Claim Dispute Notice, attempt in good faith to agree upon the rights of the respective Parties with
respect to each claim to which the Indemnifying Party has objected in the Indemnification Claim
Dispute Notice. If the



41









 




Indemnified Party and the Indemnifying Party succeed in reaching agreement
on their respective rights with respect to any such claims, then the Parties shall promptly prepare
and execute a memorandum setting forth such agreement. If no such agreement is reached, each of
the Indemnified Party and the Indemnifying Party shall be free to pursue their own interests at
their own costs, subject to the determination of each Parties’ right to indemnification hereunder;
provided, however, that in such instance any such Indemnification Claim shall not
be subject to Sections 13.5.3 or 13.8 of this Agreement until such time as such
Indemnification Claim is finally resolved and mutually agreed upon by the Indemnified Party and the
Indemnifying Party.




               13.5.2 Control of Defense; Conditions. The obligations of an Indemnifying Party under
this Article 13 with respect to Indemnifiable Losses arising from claims of any third party
shall be governed by and contingent upon the following additional terms and conditions:



                    (a) At its option an Indemnifying Party (or if the Indemnifying Party is the Sellers, the
Selling Entity) shall be entitled to assume control of the defense of any claim and may appoint as
lead counsel of such defense any legal counsel selected by the Indemnifying Party, which legal
counsel shall be subject to the reasonable approval of the Indemnified Party.



                    (b) Notwithstanding Section 13.5.2(a) above, the Indemnified Party shall be entitled
to (i) monitor the defense of such claim, (ii) receive copies of all pleadings, notices and
communications with respect to any claim to the extent that receipt of such documents by the
Indemnified Party does not affect any privilege relating to the Indemnifying Parties, (iii)
participate at its own expense in settlement negotiations with respect to such claim, and (iv)
employ counsel of its choice for such purposes; provided, however, that so long as
the Indemnifying Party is diligently pursuing the defense of such claim, the costs and expenses of
such counsel shall be solely the responsibility of the Indemnified Party. If the Indemnifying
Party fails to assume the defense and employ counsel (following written notice from the Indemnified
Party), or after assuming the defense and employing counsel, fails to diligently defend such claim
(following written notice from the Indemnified Party identifying such concern and a reasonable
opportunity to cure), the Indemnified Party shall have the right to assume the defense of the claim
and the fees and expenses of the Indemnified Party’s counsel shall thereafter be part of the
Indemnifiable Losses to be paid by the Indemnifying Party.



                    (c) The Indemnified Party shall not negotiate or consent to the entry of any judgment or
negotiate or enter into any settlement with respect to any third party claim (including any
settlement that would undermine the Indemnifying Party’s defense of such matter or any related
matter) without the prior written consent of the Indemnifying Party (not to be unreasonably,
withheld, conditioned, or delayed), and the Indemnifying Party shall not consent to the entry of
any judgment or enter into any settlement with respect to any third party claim without the prior
written consent of the Indemnified Party (such consent not to be unreasonably withheld,
conditioned, or delayed) unless such judgment or settlement solely involves a monetary payment to
be paid by the Indemnifying Party and contains an unconditional release of the Indemnified Party.



42









 





               13.5.3 Manner of Payment; Offset. Any Buyer Indemnifiable Losses may be offset by the
Buyer against any amounts payable by the Buyer under this Agreement or paid from the Escrow Account
as provided in Section 13.8 and the Escrow Agreement. If any Indemnifiable Losses exceed
the amounts available for offset or payable from the Escrow Account, then the amount of such excess
to satisfy such indemnification obligations must be (and shall be) paid: (x) in the case of
payments to the Buyer Indemnified Parties, by wire transfer of immediately available funds to an
account designed in writing by the Buyer within 15 days after the final determination thereof, and
(y) in the case of payments to the Seller Indemnified Parties, by wire transfer of immediately
available funds to an account designated in writing by the Selling Entity within 15 days after the
determination thereof.



               13.6 Reassignment of Deferred Presentment Agreements. If the Sellers are required to
make any indemnification payment to any Buyer Indemnified Party for any breach of any of the
representations and warranties contained in any of Sections 5.16(b)-5.16(n), inclusive, and
the amount of any such indemnification payment actually paid to the Buyer
Indemnified Party equals or exceeds the aggregate amount then due under the Deferred
Presentment Agreement(s) with respect to which such indemnification payment is made, then the Buyer
will reassign such Deferred Presentment Agreement(s), without recourse, to the Seller from whom the
Buyer purchased such Deferred Presentment Agreement(s).



               13.7 No Third Party Beneficiaries. No insurance company or any other third party,
except for the Buyer Indemnified Parties and the Seller Indemnified Parties, shall be a beneficiary
of the Sellers’ or Buyer’s indemnification obligations under this Agreement and in no way shall any
obligations of any insurance company or other third party be reduced or mitigated as a result of
this Agreement.



               13.8 Escrow.



                    (a) The Sellers and the Buyer agree that an amount equal to Six Million Dollars
($6,000,000.00) (the “Escrow Amount”) shall be deducted from the Cash Consideration and placed in
an escrow account (the “Escrow Account”), to be administered by U.S. Bank (the “Escrow Agent”),
pursuant to the terms of the Escrow Agreement. The Buyer shall have the right to seek
indemnification from the Sellers to be paid out of the Escrow Account for any Indemnifiable Losses
upon the terms set forth in the Escrow Agreement.



                    (b) The Escrow Agent shall pay to the Buyer or the Sellers such amounts as are required by the
terms of this Agreement and the Escrow Agreement. Subject to the terms of the Escrow Agreement and
this Section 13.8, (i) on the first (1st) anniversary of the Closing Date, the
Escrow Agent shall distribute to the Selling Entity an amount equal to Three Million Dollars
($3,000,000), minus any amounts that are the subject of pending but unresolved
Indemnification Claim Notices (the “Pending Claim Amount”); and (ii) on the second (2nd)
anniversary of the Closing Date, the Escrow Agent shall distribute to the Selling Entity the
remaining balance of the Escrow Amount, minus the then-current Pending Claim Amount;
provided, that upon final resolution of any Pending Claim Amount, the Escrow Amount shall
be used to satisfy the claim(s) according to such final resolution, and the balance of the Pending
Claim Amount, if any, after satisfaction of such claim(s), shall be paid to the Selling Entity.



43









 





               13.9 Exclusive Remedies. From and after the Closing, with respect to any matter in
any way relating to this Agreement or arising in connection with this Agreement, including, without
limitation, with respect to any Indemnifiable Losses for misrepresentations or breaches of
representations, covenants or agreements contained in this Agreement, but excluding any claim
involving fraud or willful misconduct, the rights set forth in this Article 13 shall be the
Parties’ sole and exclusive remedies against the other Parties hereto and are lieu of any other
rights and remedies to which a Party is entitled; provided, that any Party hereto shall be
entitled to the rights and remedies of specific enforcement and injunctive relief specified in any
other provision of this Agreement.



               13.10 Miscellaneous. Any calculation of Indemnifiable Losses (i) shall take into
account any net tax benefit actually realized by the Indemnified Party as a result of such
Indemnifiable Losses and (ii) shall not include any indirect, special, incidental, consequential or
punitive damages incurred (or alleged to have been incurred) by the Indemnified Party other than
in the case of fraud or willful misconduct. In the event any Losses are potentially covered
by insurance, the Indemnified Party agrees to use reasonable efforts to seek recovery under such
insurance and any such insurance recovery shall reduce the amount of Losses payable by the
indemnified party. All payments under this Section 13 by reason of a breach of any representation
or warranty shall be treated as adjustments to the Purchase Price.



          14. Termination.




               14.1 Right of Termination Without Breach. This Agreement may be terminated without
further liability of any Party at any time prior to the Closing:



                    (a) by mutual written agreement of the Buyer and the Selling Entity, or



                    (b) by either the Buyer or the Selling Entity if the Closing shall not have occurred on or
before December 30, 2007, provided the terminating party has not, through breach of a
representation, warranty or covenant, prevented the Closing from occurring on or before such date.



               14.2 Termination for Breach.



               14.2.1 Termination by the Buyer. If (i) there has been a material violation or breach
by the Sellers of any of the agreements, representations or warranties contained in this Agreement
which has not been waived in writing by the Buyer, or (ii) there has been a failure of satisfaction
of a condition to the obligations of the Buyer which has not been so waived, or (iii) the Sellers
shall have attempted to terminate this Agreement under this Article 14 or otherwise without
grounds to do so, then the Buyer may, by written notice to the Sellers at any time prior to the
Closing that such violation, breach, failure or wrongful termination attempt is continuing,
terminate this Agreement with the effect set forth in Section 14.2.3 hereof.



               14.2.2 Termination by the Sellers. If (i) there has been a material violation or
breach by the Buyer of any of the agreements, representations or warranties contained in this
Agreement which has not been waived in writing by the Selling Entity, or (ii) there has been a
failure of satisfaction of a condition to the obligations of the Sellers which has



44









 




not been so
waived, or (iii) the Buyer shall have attempted to terminate this Agreement under this
Article 14 or otherwise without grounds to do so, then the Sellers may, by written notice
to the Buyer at any time prior to the Closing that such violation, breach, failure or wrongful
termination attempt is continuing, terminate this Agreement with the effect set forth in
Section 14.2.3 hereof.




               14.2.3 Effect of Termination. Termination of this Agreement pursuant to this
Section 14.2 shall not in any way terminate, limit or restrict the rights and remedies of
any Party hereto against any other Party which has violated, breached or failed to satisfy any of
the representations, warranties, covenants, agreements, conditions or other provisions of this
Agreement prior to termination hereof. In addition to the right of any Party under common law to
redress for any such breach or violation, each Party whose breach or violation has occurred prior
to termination shall jointly and severally indemnify each other party for whose benefit such
representation, warranty, covenant, agreement or other provision was made from and against all
losses, damages (including, without limitation, consequential damages), costs and expenses
(including, without limitation, interest (including prejudgment interest in any litigated matter),
penalties, court costs, and attorneys fees and expenses) asserted against, resulting to, imposed
upon, or incurred by such indemnified party, directly or indirectly, by reason of, arising out of
or resulting from such breach or violation. Subject to the foregoing, the Parties’ obligations
under Section 15 of this Agreement shall survive termination.



          15. Expenses. Except as expressly provided in this Agreement, the Parties shall pay
their own expenses incident to the preparation, negotiation and execution of this Agreement and the
performance of the transactions contemplated by this Agreement, including all fees and costs and
expenses of their respective accountants and legal counsel.




          16. Public Announcements. None of the Parties shall issue any public report,
statement, press release or similar item or make any other public disclosure with respect to the
execution or substance of this Agreement or the Closing prior to the consultation with and approval
of the other Parties, except that the Buyer may, after the Closing, or if the Buyer or their
counsel determine in writing that it is necessary to comply with the Buyer’s obligations under
applicable federal or state securities laws, prior to the Closing, issue any such report,
statement, press release or similar item or make any such public disclosure.




          17. Governing Law and Venue; Parties in Interest; Assignment.




                    (a) This Agreement shall be governed and construed in accordance with the laws of the State of
Florida without regard to what other laws might apply under the conflict or choice of laws
principles of Florida or any other jurisdiction, and will bind and inure to the benefit of the
successors, permitted assigns and legal representatives of the Sellers and the Buyer. Any suit
involving any dispute or matter arising under this Agreement may only be brought in the United
States District Court for the Southern District of Florida or any Florida state court located in
Broward or Palm Beach Counties having jurisdiction over the parties and the subject matter of the
dispute or matter.



                    (b) This Agreement is not intended to, and does not, create any rights in or confer any
benefits upon anyone other than the Sellers and the Buyer, and, as and to



45









 




the extent expressly
provided in this Agreement, the Buyer Indemnified Parties and the Seller Indemnified Parties.




                    (c) The Sellers, on the one hand, and the Buyer, on the other hand, may not assign all or any
portion of the Agreement to any other person or entity without the prior written consent of the
other Parties, except that the Buyer may assign any or all of its rights and interests under this
Agreement: at any time before, concurrently with or after the Closing (A) to one or more of the
Buyer’s Affiliates for the purpose of undertaking all or part of the Buyer’s rights and obligations
pursuant hereto, or (B) as collateral security to any lender or lenders (including any agent for
any such lender or lenders) providing financing to the Buyer or any Affiliate of the Buyer, or to
any assignee or assignees of any such lender, lenders or agent. Furthermore, the Buyer may assign
any or all of their rights and interests under this Agreement: (a) to a purchaser of all or
substantially all of the Buyer’s assets or any of the Businesses acquired under this Agreement; or
(b) as a matter of law to the surviving entity in any merger or
consolidation to which the Buyer is a party.



          18. Notices. All notices required to be given to any of the Parties shall be in
writing and shall be deemed to have been sufficiently given, subject to the further provisions of
this Article 18, for all purposes when presented personally to such Party or sent by a
national overnight delivery service, in each case with proper postage or other charges prepaid to
such Party at the addresses set forth below each Party’s signature line on the signature pages to
this Agreement. Such notice shall be deemed to be received when delivered if delivered personally,
the next business day after the date sent if sent by a national overnight delivery service.




          19. Headings. The section headings contained in this Agreement are inserted for
convenience only and are not intended to define or limit the contents or substance of any such
section.




          20. Amendments and Waivers. No amendment of any provision of this Agreement shall be
valid unless the same shall be in writing and signed by the Buyer and the Selling Entity. No
waiver by any Party of any right or remedy under this Agreement shall be effective unless such
waiver is in writing and signed by the Party to be charged with such waiver. No waiver by any
Party shall be deemed to extend to any prior or subsequent or breach of this Agreement or affect in
any way any rights arising by virtue of any prior or subsequent occurrence.




          21. Entire Agreement; Counterparts. This Agreement, all of the schedules attached to
this Agreement, each of which are incorporated into and made a part of this Agreement, and each of
the Transaction Documents delivered or to be delivered pursuant to this Agreement constitute the
entire agreement among the Parties with respect to the subject matter of this Agreement and
supersede all prior agreements, understandings and negotiations, whether written or oral, with
respect to the subject matter of this Agreement. This Agreement may be executed in any one or more
counterparts (including by facsimile), each of which shall be an original and all of which when
taken together shall constitute one and the same instrument.




          22. Definitions. As used in this Agreement, the following terms shall have the
following meanings:





46









 








                    (a) “Affiliate” with respect to any Person shall mean any Person which, directly or
indirectly, through one or more intermediaries, controls the subject Person or any Person which is
controlled by or is under common control with a controlling Person. For purposes of this
definition, “control” (including the correlative terms “controlling”, “controlled by” and
“under common control with”), with respect to any Person, means possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of such Person,
whether through the ownership of voting securities or by contract or otherwise.



                    (b) “Assignment and Assumption Agreement” shall mean the Assignment and Assumption Agreement
being executed and delivered by the Sellers and the Buyer with respect to such matters being
assumed by the Buyer pursuant to this Agreement and in the form of Exhibit H attached
hereto.



                    (c) “Bill of Sale” shall mean the Bill of Sale being executed and
delivered by the Sellers and the Buyer with respect to the Purchased Assets being sold by the
Sellers to the Buyer pursuant to this Agreement and in the form of Exhibit A attached
hereto.



                    (d) “Competitive Business” shall mean any business that engages in any one or more of the
following activities:  (i) check cashing services, (ii) payday loans and/or check deferred
presentment transactions or services (including the origination or processing of such loans,
transactions, or services over the internet), (iii) money order issuance or other payment
instrument issuance, (iv) funds transfer services (including without limitation Western Union
transfers), (v) phone card sale and stored-value/debit and credit card sales, (vi) bill payment
services, (vii) currency exchange services, (viii) consumer lending or consumer finance involving
an initial loan term of thirty (30) days or less (including without limitation the origination or
processing of such loans over the internet), and (ix) document preparation services.
Notwithstanding the foregoing, the term “Competitive Business” shall not include (x) the ownership
and/or operation of any business described in the preceding sentence that is operated solely from a
physical location (and not from any internet website or other electronic or nonphysical medium) in
any of the following counties in Illinois: Cook, Lake, McHenry, DuPage, Kane, Will, Kendall,
Kankakee, Grundy, Dekalk, and LaSalle, (y) consumer financing or lending that originates and is
processed solely over the internet and solely to Illinois residents in accordance with Illinois
law, and (z) consumer loan or finance transactions that involve lending against or purchasing a
death benefit, or a claim in connection with a death benefit, under any life insurance policy.



                    (e) “Consent” shall mean any consent or approval from any person or entity other than a
Governmental or Regulatory Authority.



                    (f) “Contracts” shall mean, with respect to the Sellers, all agreements, leases, contracts,
purchase orders and other commitments or arrangements of any kind, whether written or oral,
affecting or relating to any of the Purchased Assets, the Assumed Liabilities or the Businesses.



                    (g) “Customer” shall mean any person with whom the Sellers have entered into a Deferred
Presentment Agreement.



47









 





                    (h) “Deferred Presentment Agreement” shall mean, with respect to the Sellers, each deferred
presentment agreement and any other deferred presentment made by the Selling Entity to any of its
Customers or otherwise acquired by the Sellers which is outstanding as of the opening of business
on the Closing Date.



                    (i) “Employee Benefit Plans” means, with respect to the Sellers, (a) all employee benefit
plans, as defined in Section 3(3) of ERISA and (b) all other deferred compensation, pension, profit
sharing, stock option, stock purchase, savings, group insurance or retirement plan, and all
vacation pay, severance pay, incentive compensation, consulting, bonus, medical and other employee
benefit or fringe benefit plans or arrangements, maintained by the Sellers, any ERISA Affiliate of
the Sellers, and/or any contract provider to the Sellers (collectively, the “Plan Sponsors”) for
the benefit of all individuals who are or have been employed by, or who currently perform or have
performed services for, the Sellers, whether directly or pursuant to any contractual relationship,
within the previous six plan years or with
respect to which contributions are or were (within such six-year period) made or required to
be made by the Plan Sponsors or with respect to which the Plan Sponsors have any liability.



                    (j) “Employment Agreement” shall mean the Employment Agreements between Marshall Davis and
Buyer’s parent, Dollar Financial Group, Inc., in the form of Exhibit B attached hereto.



                    (k) “ERISA” shall mean the Employment Retirement Income Security Act of 1974 and the rules and
regulations promulgated thereunder, as amended.



                    (l) “Escrow Agreement” shall mean the Escrow Agreement entered into as of the date hereof
between the Buyer and the Sellers and attached hereto as Exhibit C.



                    (m) “Indemnifiable Losses” shall mean all losses, liabilities, obligations, claims, demands,
damages, penalties, reasonable settlements, causes of action, and costs and expenses including all
reasonable attorneys’ fees, expenses and disbursements and court costs including those incurred in
connection with the enforcement of this Agreement (including Article 13).



                    (n) “Knowledge” with respect to the Sellers means, without limitation, the actual knowledge
that any of the following individuals would have after reasonable inquiry for an individual in that
position: the Selling Shareholders, Marshall Davis, and Cary Greenberg.



                    (o) “Liabilities” shall mean all obligations and liabilities of any kind or nature, whether
fixed or unfixed, known or unknown, asserted or unasserted, choate or inchoate, liquidated or
unliquidated, secured or unsecured.



                    (p) “Material Adverse Effect” means any state of facts, change, event, adverse regulatory
development, effect or occurrence that is or could be reasonably likely to be materially adverse to
the financial condition, results of operations, properties, prospects, assets or liabilities
(including contingent liabilities) of the Selling Entity or any Business, or the real or personal
property of the Selling Entity or any Business or the Selling Entity or the Businesses taken as a
whole. A Material Adverse Effect shall also include any state of facts, change, event or
occurrence that shall have occurred or been threatened that (when taken together with all other



48









 




states of facts, changes, events, effects or occurrences that have occurred or been threatened) is
or would be reasonably likely to prevent or materially delay the performance by the Sellers of
their obligations hereunder or the consummation of the transactions contemplated hereby.




                    (q) “Order” shall mean any order, writ, injunction, judgment, decree or other determination of
any court or arbitrator or any governmental or regulatory authority, whether preliminary or final.



                    (r) “Permits and Licenses” shall mean, with respect to the Sellers, all governmental or
regulatory franchises, permits, licenses, submissions and approvals necessary for the lawful
operation of the Sellers’ Businesses and Branches.



                    (s) “Permitted Liens” shall mean (i) liens or encumbrances for current taxes, assessments or
governmental charges or levies on property not yet due or delinquent, or
being contested in good faith and (ii) any liens or encumbrances recorded or held by Wachovia
Bank National Association (“Wachovia”) in connection with credit facility represented (the
“Wachovia Credit Facility”) by the Wachovia Loan Agreement, dated November 9, 2004, between Seller
and Wachovia (the “Wachovia Lien”), provided that the Wachovia Lien shall be terminated effective
as of the Closing Date..



                    (t) “Regulatory Approval” shall mean any consent, approval, authorization, filing,
registration or qualification with any governmental or regulatory authority.



                    (u) “Requirement of Law” shall mean any federal, state or local laws, statues, ordinances,
rules, regulations or governmental or regulatory pronouncements having the effect of law, including
all such laws, statutes, ordinances, rules and regulations (including multiple loan regulations)
related to the operation of the Businesses.



                    (v) “Restrictive Covenants” shall mean, with respect to the Sellers, all restrictive covenants
prohibiting competition, solicitation of employees, vendors, suppliers, customers, agents and
independent contractors, and the use and disclosure of confidential information and similar
covenants which run in favor of the Sellers.



                    (w) “Taxes” shall mean all taxes including income, gross receipts, franchise, payroll,
employment, social security, unemployment, sales, use and other taxes and penalties and interest
with respect thereto.



                    (x) “Tax Returns” shall mean any federal, state and local return, report and other submissions
required to be filed in connection with the calculation of any Taxes.



                    (y) “Third Party Claim” shall mean any claim or demand asserted by any third party.



                    (z) “Transaction Documents” shall mean this Agreement, the Bills of Sale, the Assignment and
Assumption Agreements, the Escrow Agreement, the Lease Agreement and all other agreements,
certificates, instruments and documents that are executed and delivered by the Sellers or the Buyer
to effectuate the transactions contemplated by this Agreement.



49









 





          23. Attorneys’ Fees. In the event of any litigation, including appeals, with regard
to this Agreement, the prevailing Party shall be entitled to recover from the non-prevailing Party
all reasonable fees, costs, and expenses of counsel (at pre-trial, trial and appellate levels).




[signature page follows]




50









 





     IN WITNESS WHEREOF, the Parties have executed or caused their duly authorized representatives
to execute this Agreement as on the date set forth above.



	 	 	 	 	 	 	 
	 	 	BUYER:	 	 
	 
	 	 	 	 	 	 
	 	 	CHECK MART OF FLORIDA, INC.,
a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Peter J. Sokolowski	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Peter J. Sokolowski	 	 
	 

	 	 	 	Title: Secretary	 	 






	 	 	 	 	 
	 

	 	Addresses for Notices:	 	 
	 
	 	 	 	 
	 

	 	Check Mart of Florida, Inc.	 	 
	 

	 	1436 Lancaster Avenue	 	 
	 

	 	Suite 300	 	 
	 

	 	Berwyn, Pennsylvania 19312	 	 
	 

	 	Attention: Roy W. Hibberd, General Counsel	 	 
	 
	 	 	 	 
	 

	 	In each case, with a copy to:	 	 
	 
	 	 	 	 
	 

	 	Foley & Lardner LLP	 	 
	 

	 	100 North Tampa Street, Suite 2700	 	 
	 

	 	Tampa, Florida 33602	 	 
	 

	 	Attention: Steven W. Vazquez, Esq.	 	 
	 
	 	 	 	 
	 

	 	[Signatures Continue on Next Page]	 	 






 









 






	 	 	 	 	 	 	 
	 	 	SELLING ENTITY:	 	 
	 
	 	 	 	 	 	 
	 	 	CCS FINANCIAL SERVICES, INC.	 	 
	 	 	a Florida corporation, as Selling Entity	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Paul P. Hauser	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Paul P. Hauser	 	 
	 

	 	 	 	Title: President	 	 
	 
	 	 	 	 	 	 
	 	 	SELLING SHAREHOLDERS:	 	 
	 
	 	 	 	 	 	 
	 	 	ALLEN EAGER	 	 
	 
	 	 	 	/s/ Allen Eager	 	 	 
	 	 	 	 	 
	 	 	Name: Allen Eager, individually	 	 
	 
	 	 	 	 	 	 
	 	 	ALLEN EAGER REVOCABLE TRUST	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Allen Eager	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Allen Eager, as Trustee	 	 
	 
	 		 	 	 
	 	 	PAUL P. HAUSER	 	 
	 
	 	 	 	/s/ Paul P. Hauser	 	 	 
	 	 	 	 	 
	 	 	Name: Paul P. Hauser, individually	 	 
	 
	 	 	 	 	 	 
	 	 	BARRY E. HERSHMAN	 	 
	 
	 	 	 	/s/ Barry E. Hershman	 	 	 	 
	 	 	 	 	 
	 	 	Name: Barry E. Hershman, individually	 	 
	 
	 	 	 	 	 	 
	 	 	BARRY E. HERSHMAN REVOCABLE TRUST	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Barry E. Hershman 	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Barry E. Hershman, as Trustee	 	 
	 
	 	 	 	 	 	 
	 	 	[Notice Address on Next Page]	 	 






 









 





	 	 	 	 	 
	 

	 	ADDRESS FOR NOTICES TO ALL SELLERS:	 	 
	 
	 	 	 	 
	 

	 	c/o CCS Financial Services, Inc.	 	 
	 

	 	6883 Queenferry Circle	 	 
	 

	 	Boca Raton, Florida 33496	 	 
	 
	 	 	 	 
	 

	 	In each case with a copy of such notice to:	 	 
	 
	 	 	 	 
	 

	 	Tobin & Reyes, P.A.	 	 
	 

	 	The Plaza	 	 
	 

	 	5355 Town Center Road, Suite 204	 	 
	 

	 	Boca Raton, FL 33846	 	 
	 

	 	Attention: David S. Tobin, Esq.	 	 







 












 





EXHIBIT A




BILL OF SALE





 









 








EXHIBIT B




EMPLOYMENT AGREEMENT





 









 








EXHIBIT C




ESCROW AGREEMENT




 









 





EXHIBIT D




FORM OF SELLERS’ COUNSEL LEGAL OPINION




 









 





EXHIBIT E




FORM OF BUYER’S COUNSEL LEGAL OPINION




 









 





EXHIBIT F




FORM OF LICENSE AGREEMENT




 









 





EXHIBIT G




FORM OF SUPPLEMENTAL ESCROW AGREEMENT




 









 





EXHIBIT H




FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT




 









 





BILL OF SALE




     This BILL OF SALE (this “Bill of Sale”) is made, executed and delivered as of                     
                    , 2007, by CCS Financial Services, Inc., a Florida corporation (the “Assignor”), for the benefit
of Check Mart of Florida, Inc., a Delaware corporation (”Assignee”), pursuant to that certain Asset
Purchase Agreement, dated as of                                          , 2007 (the “Purchase Agreement”), by and among
Assignor, Assignee, and certain other parties. All capitalized terms used and not otherwise
defined herein shall have the meanings ascribed thereto in the Purchase Agreement.



Recitals




     WHEREAS, the Purchase Agreement provides for, among other things, the transfer and sale by
Assignor to Assignee of the Purchased Assets, for consideration in the amount and on the terms and
conditions provided therein; and



     WHEREAS, the parties now desire to carry out, in part, the intent and purpose of the Purchase
Agreement by execution and delivery of this Bill of Sale evidencing the vesting in the Assignee of
certain of the Purchased Assets.



Agreement




     NOW, THEREFORE, in consideration of the sum of $10.00 and other good and valuable
consideration to Assignor in hand paid by Assignee at or before the execution and delivery hereof,
the receipt and sufficiency of which Assignor hereby acknowledges, Assignor by this Bill of Sale
does hereby convey, grant, bargain, sell, transfer, set over, assign, alienate, remise, release,
deliver and confirm unto Assignee, its successors and assigns, the Purchased Assets, to have and to
hold to its and their own use forever.



     Assignor hereby constitutes and appoints Assignee, its successors and assigns, as Assignor’s
true and lawful attorney, with full power of substitution and resubstitution, in whole or in part,
in Assignor’s name and stead, solely (i) to demand, receive and collect any and all of the
Purchased Assets, and to give receipts and releases for and in respect of the same, and any part
thereof, (ii) from time to time to institute and prosecute in Assignor’s name, or otherwise, for
the benefit of Assignee, its successors and assigns, any and all proceedings at law, in equity or
otherwise, which Assignee, its successors or assigns, may deem reasonably proper for the collection
or reduction to possession of any of the Purchased Assets or for the collection and enforcement of
any claim or right of any kind related to the Purchased Assets, and (iii) to do all acts and things
relating to the Purchased Assets which Assignee, its successors or assigns shall deem reasonably
desirable. Assignor hereby declares that the foregoing powers are coupled with an interest and are
and shall be irrevocable by Assignor, including by its dissolution or in any other manner or for
any reason whatsoever.



     Nothing contained in this Bill of Sale is intended to provide any rights to Assignee beyond
those rights expressly provided to Assignee in the Purchase Agreement. Nothing



 









 







contained in this
Bill of Sale is intended to impose any obligations or liabilities on Assignor
beyond those obligations and liabilities expressly imposed on Assignor in the Purchase
Agreement. Should any term or provision hereof be in conflict with any term or provision of the
Purchase Agreement, the terms and provisions of the Purchase Agreement shall prevail.



     This Bill of Sale (a) shall be governed by and construed in accordance with the laws of the
State of Florida (other than conflict of laws principles thereof directing the application of any
law other than that of such state) and (b) shall be binding on, and inure to the benefit of,
Assignor, Assignee and their respective successors and assigns.



[Signatures appear on the following page.]




2









 





     IN WITNESS WHEREOF, Assignor has executed and delivered this Bill of Sale as of the day and
year first above written.



	 	 	 	 	 
	 	ASSIGNOR:





CCS FINANCIAL SERVICES, INC.

 	 
	 	By:  	 	 
	 	Name:	 	 	 
	 	Title:	 	 	 
	 



Receipt of the foregoing instrument

acknowledged:




ASSIGNEE:

CHECK MART OF FLORIDA, INC.




	 	 	 
	By:
	 	 
	 

	 	 
	Name:
	 	 
	Title:
	 	 






 









 






ESCROW AGREEMENT




     This ESCROW AGREEMENT, dated as of ___ ___, 2007 (this “Agreement”), is entered into by
and among Check Mart of Florida, Inc., a Delaware corporation (“Buyer”), CCS Financial Services,
Inc., a Florida corporation (“Selling Entity”), and U.S. Bank National Association, a national
banking association, as escrow agent (the “Escrow Agent”), pursuant to the terms of an Asset
Purchase Agreement, dated as of ___ ___, 2007 (the “Purchase Agreement”), by and among Buyer,
Selling Entity, and certain other parties. Capitalized terms defined in the Purchase Agreement and
not otherwise defined herein or in Schedule B hereto shall have the meanings as provided in
the Purchase Agreement.



     WHEREAS, pursuant to the Purchase Agreement, on the date hereof, Buyer, on behalf of Selling
Entity, has deposited with Escrow Agent an amount of cash equal to Six Million Dollars
($6,000,000.00) (the “Escrow Amount”), which will be held and disbursed by the Escrow Agent in
accordance with this Agreement;



     WHEREAS, a copy of the Purchase Agreement is attached hereto as Schedule A, and the
Escrow Agent is willing to act as the Escrow Agent hereunder;



     WHEREAS, the Escrow Amount is being funded from the consideration otherwise payable under the
Purchase Agreement;



     WHEREAS, pursuant to the terms of the Purchase Agreement, the Escrow is to be administered in
accordance with this Escrow Agreement; and



     WHEREAS, the Escrow Agent will hold the Escrow Amount in an escrow account at the Escrow Agent
(the “Escrow Account”).



     NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein
and in the Purchase Agreement, and intending to be legally bound hereby, the parties hereby agree
as follows:



     1. Appointment and Agreement of Escrow Agent. Buyer and Selling Entity hereby appoint
the Escrow Agent to serve as, and the Escrow Agent hereby agrees to act as, escrow agent upon the
terms and conditions of this Agreement.



     2. Establishment of the Escrow Amount; Receipt.



          (a) The Escrow Agent shall hold the Escrow Amount in the Escrow Account pursuant to this
Agreement. Escrow Agent shall add all Escrow Earnings (as defined in Section 8, below) to the
Escrow Account and will administer such additional funds as part of the Escrow Amount. The
Indemnification Escrow Period (as defined in Section (II)(a) of Schedule B hereof) shall
commence on the date hereof and shall end on the last day of such Indemnification Escrow Period.




          (b) Buyer confirms to the Escrow Agent that the Escrow Amount shall be free and clear of all
encumbrances, except as may be created by this Agreement and the Purchase Agreement.




 









 








          (c) By its execution and delivery of this Agreement, the Escrow Agent acknowledges receipt of
the Escrow Amount.




     3. Purpose of the Escrow Amount. The Escrow Amount will be held by the Escrow Agent
as partial security for the Indemnification Obligations of Selling Entity pursuant to the Purchase
Agreement. The Escrow Amount will be administered in accordance with the Purchase Agreement and
Schedule B hereto.



     4. Taxes.



          (a) Selling Entity shall be responsible for the payment and discharge by Selling Entity of all
taxes, assessments and governmental charges imposed on or with respect to the income and gain on
the Escrow Earnings.




          (b) The parties hereto agree to treat the Escrow Amount as owned by Selling Entity and to file
all tax returns on a basis consistent with such treatment. All Escrow Earnings shall be treated as
having been received by Selling Entity for United States federal income tax purposes. Unless
otherwise required by law, the parties hereto agree that, for United States federal income tax
purposes, Selling Entity shall report Escrow Earnings as its income and shall report related
expenses borne by Selling Entity as its expenses.




          (c) The Escrow Agent shall be entitled to deduct and withhold from any funds or other assets
otherwise payable out of the Escrow Amount to Buyer or Selling Entity pursuant to this Agreement
such amounts as the Escrow Agent is required to deduct and withhold with respect to the making of
such payment under any provision of U.S. federal, state, local or foreign tax law. If the Escrow
Agent so withholds amounts, such amounts shall be treated for the purposes of this Agreement as
having been paid to the indicated recipient in respect of which the Escrow Agent made such
deductions and withholding. Each party hereto shall promptly, and in any event within 30 days of
the date of this Agreement, provide to the Escrow Agent such tax forms as the Escrow Agent
reasonably requests in connection with its obligations under the appropriate tax laws and/or
regulations applicable in respect of withholding, backup withholding and information reporting.




     5. Indemnification Payments from the Escrow Amount.



          (a) If, at any time on or prior to the last day of the Indemnification Escrow Period, Buyer,
on behalf of itself or any of the Buyer Indemnified Parties, wish to assert an Indemnification
Escrow Claim against the Escrow Amount, then Buyer shall deliver to the Escrow Agent and to Selling
Entity an Officer’s Certificate containing such information required by, and in accordance with,
Section (II)(a) of Schedule B hereto.




          (b) Any Officer’s Certificate setting forth an Indemnification Escrow Claim delivered by Buyer
(whether for its own Losses or for Losses incurred by any other of the Buyer Indemnified Parties)
shall be resolved according to the procedures set forth in Section (II) of Schedule B
hereto.




          (c) Notwithstanding any other provision of this Agreement to the contrary, at any time prior
to the termination of this Agreement, the Escrow Agent shall, if so instructed in


2









 







writing jointly by Buyer and Selling Entity, pay from the Escrow Amount, as instructed, to any
of the Buyer Indemnified Parties, as directed in such writing, the amount of cash or other property
so instructed.




          (d) The Notification Period described in Section (II)(a) of Schedule B hereto shall
commence on the date on which the Selling Entity receives an Officer’s Certificate.




     6. Release of Escrow Proceeds. On the next Business Day following the last day of the
Indemnification Escrow Period, the Escrow Amount will be released in accordance with the provisions
of Section (II)(b) of Schedule B hereto.



     7. Maintenance of the Escrow Account. The Escrow Agent shall continue to maintain the
Escrow Account until the termination of this Agreement.



     8. Investment of Escrow Amount. The Escrow Agent shall invest and reinvest moneys on
deposit in the Escrow Account, as directed by Selling Entity and approved in writing by Buyer;
provided, that no investment or reinvestment may be made except in the following: (a)
obligations issued or guaranteed by the United States government (or agencies thereof) maturing in
30 days or less, (b) certificates of deposit or repurchase agreements maturing in 30 days or less
of domestic United States banks having capital and surplus of $250,000,000 or more and having a
rating of A or better from Moody’s Investors Service, Inc. and A or better from Standard & Poor’s
Corporation, and (c) any institutional money market fund offered by the Escrow Agent, including any
institutional money market fund managed by the Escrow Agent or its affiliates. Any interest or
other income received on such investment or reinvestment of the Escrow Amount (the “Escrow
Earnings”) shall be added to the Escrow Amount and shall be administered as part of the Escrow
Amount in accordance with this Agreement. The Escrow Agent shall have no liability for any
investment losses, including without limitation any market loss on any investment liquidated prior
to maturity in order to make a payment required hereunder.



     9. Assignment of Rights to the Escrow Amount; Assignment of Obligations; Successors.
This Agreement may not be assigned by operation of law or otherwise without the express written
consent of the parties hereto (which consent may be granted or withheld in the sole discretion of
such other parties); provided, however, that Buyer may assign any or all of its
rights and interests under this Agreement: (A) to one or more of Buyer’s Affiliates for the purpose
of undertaking all or part of Buyer’s rights and obligations hereto, or (B) as collateral security
to any lender or lenders (including any agent for any such lender or lenders) providing financing
to Buyer or any Affiliate of Buyer, or to any assignee or assignees of any such lender, lenders or
agent. Furthermore, Buyer may assign any or all of its rights and interests under this Agreement:
(a) to a purchaser of all or substantially all of Buyer’s assets or any of the Businesses acquired
under the Purchase Agreement; or (b) as a matter of law to the surviving entity in any merger or
consolidation to which Buyer is a party. This Agreement shall be binding upon and inure solely to
the benefit of the parties hereto and their permitted assigns.



     10. Escrow Agent.



          (a) Except as expressly contemplated by this Agreement or by joint written instructions from
Buyer and Selling Entity, the Escrow Agent shall not transfer or otherwise


3









 








dispose of in any manner all or any portion of the Escrow Amount, except pursuant to an order
of a court of competent jurisdiction.




          (b) The duties and obligations of the Escrow Agent shall be determined solely by this
Agreement, and the Escrow Agent shall not be liable except for the performance of such duties and
obligations as are specifically set forth in this Agreement.




          (c) In the performance of its duties hereunder, the Escrow Agent shall be entitled to rely
upon any document, instrument or signature believed by it in good faith to be genuine and signed by
any party hereto or an authorized officer or agent thereof, and shall not be required to
investigate the truth or accuracy of any statement contained in any such document or instrument.
The Escrow Agent may assume that any person purporting to give any notice in accordance with the
provisions of this Agreement has been duly authorized to do so.




          (d) The Escrow Agent shall not be liable for any error of judgment, or any action taken,
suffered or omitted to be taken, hereunder except in the case of its gross negligence, bad faith or
willful misconduct. The Escrow Agent may consult with counsel of its own choice and shall have
full and complete authorization and protection for any action taken or suffered by it hereunder in
good faith and in accordance with the opinion of such counsel.




          (e) The Escrow Agent shall have no duty as to the collection or protection of the Escrow
Amount or income thereon, nor as to the preservation of any rights pertaining thereto, beyond the
safe custody of any such funds actually in its possession.




          (f) As compensation for its services to be rendered under this Agreement, for each year or any
portion thereof, the Escrow Agent shall receive a fee in the amount specified in Schedule C
to this Agreement and shall be reimbursed upon request for all expenses, disbursements and
advances, including reasonable fees of outside counsel, if any, incurred or made by it in
connection with the preparation of this Agreement and the carrying out of its duties under this
Agreement. All such fees and expenses shall be paid by Buyer. Selling Entity shall reimburse
Buyer for one-half of such fees and expenses as are paid for by Buyer.




          (g) Buyer and Selling Entity shall reimburse and indemnify the Escrow Agent for, and hold it
harmless against, any loss, liability or expense, including, without limitation, reasonable
attorneys’ fees, incurred without gross negligence, bad faith or willful misconduct on the part of
the Escrow Agent arising out of, or connection with the acceptance of, or the performance of, its
duties and obligations under this Agreement.




          (h) The Escrow Agent may at any time resign by giving twenty (20) Business Days’ prior written
notice of resignation to Buyer and Selling Entity. Buyer and Selling Entity may at any time
jointly remove the Escrow Agent by giving ten (10) Business Days’ written notice signed by each of
them to the Escrow Agent. If the Escrow Agent shall resign or be removed, a successor Escrow
Agent, which shall be a bank or trust company having (or in the case of a subsidiary of a bank
holding company, its bank holding company parent shall have) assets in excess of $500 million, and
which shall be reasonably acceptable to the Selling Entity, shall be appointed by written
instrument executed by Buyer and Selling Entity and delivered to the Escrow Agent and to such
successor Escrow Agent and, thereupon, the resignation or removal of the predecessor Escrow Agent
shall become effective and such successor Escrow


4









 







Agent, without any further act, deed or conveyance, shall become vested with all right, title
and interest to all cash and property held hereunder of such predecessor Escrow Agent, and such
predecessor Escrow Agent shall, on the written request of the Selling Entity, Buyer or the
successor Escrow Agent, execute and deliver to such successor Escrow Agent all the right, title and
interest hereunder in and to the Escrow Amount of such predecessor Escrow Agent and all other
rights hereunder of such predecessor Escrow Agent. If no successor Escrow Agent shall have been
appointed within twenty (20) Business Days of a notice of resignation by the Escrow Agent, the
Escrow Agent may, but need not, apply to a court of competent jurisdiction to appoint a successor
and the Escrow Agent’s sole responsibility shall be to hold the Escrow Amount until the earliest of
(i) its receipt of designation of a successor Escrow Agent, (ii) a joint written instruction by
Buyer and the Selling Entity, or (iii) termination of this Agreement in accordance with its terms.




          (i) In no event shall the Escrow Agent be liable for incidental, consequential or punitive
damages.




     11. Termination. This Agreement shall terminate on the date on which there are no
funds or other property remaining in the Escrow Account.



     12. Notices. All notices, requests and other communications to any party hereunder
shall be in writing, and shall be given or made (and shall be deemed to have been duly given or
made upon receipt) by delivery in person or by reputable overnight courier to the respective
parties at the following addresses (or at such other address for a party as shall be specified in a
notice given in accordance with this Section 12):



          (a) if to Buyer:


Check Mart of Florida, Inc.

c/o Dollar Financial Group, Inc.

1436 Lancaster Avenue, Suite 300

Berwyn, PA 19312

Attention: Roy W. Hibberd, General Counsel



With a copy (which shall not constitute notice) to:



Foley & Lardner LLP

100 N. Tampa St., Suite 2700

Tampa, FL 33602

Attention: Steven W. Vazquez, Esq.




5









 








          (b) if to Selling Entity:



CCS Financial Services, Inc.



Attention: Paul Hauser, President



With a copy (which shall not constitute notice) to:



Tobin & Reyes, P.A.

5355 Town Center Road, Suite 204

Boca Raton, FL 33486

Attention: David S. Tobin, Esq.




          (c) if to the Escrow Agent, to:



U.S. Bank National Association

Corporate Trust Services

200 South Biscayne Blvd., Suite 1870

Miami, FL 33131

Attention: Timothy P. Miller




     Notices to the Escrow Agent shall be effective only upon receipt. If any document or notice
is required by this Agreement or the Purchase Agreement to be delivered to the Escrow Agent and any
other person, the Escrow Agent may assume without inquiry that such document or notice was received
by such other person when it was received by the Escrow Agent, and the Escrow Agent need not verify
such other receipt.



     13. Governing Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Florida applicable to contracts executed and to be performed
entirely within that state. Any suit, action or proceeding seeking to enforce any provision of, or
based on any matter arising out of or in connection with, this Agreement or the transactions
contemplated hereby shall be brought exclusively in the federal court located for the Southern
District of Florida located in Broward County or Palm Beach County, Florida, or any Florida state
court, and each of the parties hereby consents to the exclusive jurisdiction of such courts (and of
the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably
waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to
the laying of the venue of any such suit, action or proceeding in any such court or that any such
suit, action or proceeding brought in any such court has been brought in an inconvenient form.
Process in any such suit, action or proceeding may be served on any party anywhere in the world,
whether within or without the jurisdiction of any such court. Without limiting the foregoing, each
party agrees that service of process on such party at such location as is provided in Section 12
shall be deemed effective service of process on such party.



     14. Amendments. This Agreement may not be amended or modified except (a) by an
instrument in writing signed by, or on behalf of, Buyer, Selling Entity, and the Escrow Agent
or (b) by a waiver in accordance with Section 15.



6









 





     15. Waiver. Any party hereto may (i) extend the time for the performance of any
obligation or other act of any other party hereto or (ii) waive compliance with any agreement or
condition contained herein. Any such extension or waiver shall be valid only if set forth in an
instrument in writing signed by the party or parties to be bound thereby. Any waiver of any term
or condition shall not be construed as a waiver of any subsequent breach or a subsequent waiver of
the same term or condition, or a waiver of any other term or condition, of this Agreement. The
failure of any party to assert any of its rights hereunder shall not constitute a waiver of any of
such rights.



     16. Business Days. Whenever the last day for the exercise of any privilege or the
discharge of any duty under this Agreement shall fall upon a Saturday, Sunday or any date on which
banks in New York are closed, the party having such privilege or duty may exercise such privilege
or discharge such duty on the next succeeding day which is a regular business day.



     17. Severability. If any term or other provision of this Agreement is invalid,
illegal or incapable of being enforced by any rule of law or public policy, all other conditions
and provisions of this Agreement shall nevertheless remain in full force and effect so long as the
economic and legal substance of the transactions contemplated by this Agreement is not affected in
any manner materially adverse to any party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the parties as closely
as possible in a mutually acceptable manner in order that the transactions contemplated by this
Agreement be consummated as originally contemplated to the fullest extent possible.



     18. Entire Agreement. This Agreement and the Purchase Agreement constitute the entire
agreement of the parties hereto with respect to the subject matter hereof and supersede all prior
agreements and undertakings, both written and oral, among Buyer, Selling Entity, and the Escrow
Agent with respect to the subject matter hereof.



     19. No Third Party Beneficiaries. This Agreement is for the sole benefit of the
parties hereto, the Selling Stockholders, and their respective permitted assigns, and nothing
herein, express or implied, is intended to or shall confer upon any other person or entity any
legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this
Agreement.



     20. Headings. The descriptive headings contained in this Agreement are included for
convenience of reference only and shall not affect in any way the meaning or interpretation of this
Agreement.



     21. Counterparts. This Agreement may be executed in one or more counterparts, and by
different parties hereto in separate counterparts, each of which when executed shall be deemed to
be an original but all of which when taken together shall constitute one and the same agreement.



     22. U.S.A. Patriot Act Compliance Information.  Buyer and Selling Entity each shall
 provide to the Escrow Agent such information as the Escrow Agent may reasonably require to
permit the Escrow Agent to comply with its obligations under the federal U.S.A. Patriot Act.  The
Escrow Agent shall not credit any amount of interest or investment proceeds earned on the



7









 







Escrow
Amount, or make any payment of all or a portion of the Escrow Amount, to any person unless and
until such person has provided to the Escrow Agent such documents as the Escrow Agent may require
to permit the Escrow Agent to comply with its obligations under such Act.



     23. Additional Wire Instructions. Wire instructions for Buyer and Selling Entity are
set forth in Schedule D.



     24. No Personal Liability. The Selling Entity shall not have any personal liability
under this Agreement.



     25. Attorneys’ Fees. In the event of any litigation, including appeals, with regard
to this Agreement, the prevailing Party shall be entitled to recover from the non-prevailing Party
all reasonable fees, costs, and expenses of counsel (at pre-trial, trial and appellate levels).



[The remainder of this page is intentionally left blank.]




8









 





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



	 	 	 	 	 
	 	BUYER:



CHECK MART OF FLORIDA, INC.

 	 
	 	By:  	 	 
	 	Name:	 	 	 
	 	Title:	 	 	 
	 



	 	 	 	 	 
	 	SELLING ENTITY:



CCS FINANCIAL SERVICES, INC.

 	 
	 	 	 	 
	 	 	Name:  	 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	ESCROW AGENT:



U.S. BANK NATIONAL ASSOCIATION

 	 
	 	By:  	 	 
	 	Name:	 	 	 
	 	Title:	 	 	 
	 




[Signature Page to Escrow Agreement]











 





Schedule A




Purchase Agreement




 









 








Schedule B




Escrow Administration




     I. Purpose of Escrow. The Escrow Amount will secure the general indemnification
obligations of Sellers as set forth in Section 13 of the Purchase Agreement (the “Indemnification
Obligations”). All interest earned on funds held in the Escrow Account will be for the benefit of
the Selling Entity, provided that such interest will be held in the Escrow Account and will be
available to satisfy any claims of Buyer until the date of final release of the Escrow Amount.
Buyer and Selling Entity shall each pay one-half of the fees and expenses of the Escrow Agent.



     II. Release of Escrow Amount.



          (a) Upon delivery, at any time on or before the date which is two years following the Closing
Date (the “Indemnification Escrow Period”), to the Escrow Agent and the Selling Entity, of a
certificate signed by any officer of Buyer (an “Officer’s Certificate”) (i) stating that a claim
for indemnification by Selling Entity under Section 13.2 of the Purchase Agreement (an
“Indemnification Escrow Claim”) exists, and (ii) specifying in reasonable detail the amount of and
basis for such Indemnification Escrow Claim, Escrow Agent shall, no later than the date that is
fifteen (15) Business Days after Escrow Agent’s receipt of such Officer’s Certificate and subject
to the provisions of this Schedule B and provided such Indemnification Escrow Claim
otherwise complies with the procedural requirements of Section 13 of the Purchase Agreement, cause
to be disbursed to Buyer such portion of the Escrow Amount as is claimed by Buyer to satisfy the
Indemnification Escrow Claim. Notwithstanding the foregoing, if, within ten (10) Business Days
after delivery of any Officer’s Certificate (the “Notification Period”), the Selling Entity
notifies Escrow Agent and Buyer in writing that the Selling Entity disputes any Indemnification
Escrow Claim made by Buyer, the Escrow Agent shall retain the amount claimed by Buyer in the Escrow
Account and Selling Entity and Buyer shall consult and negotiate in good faith with each other for
up to thirty (30) days regarding their rights with respect to such Indemnification Escrow Claim.
If Selling Entity and Buyer agree that a portion of the Escrow Amount shall be disbursed to Buyer
on account of the Indemnification Escrow Claim set forth in such Officer’s Certificate, Buyer and
the Selling Entity shall execute and deliver joint written instructions to the Escrow Agent
instructing the Escrow Agent to distribute such agreed-upon amount to Buyer. If the Escrow Agent
does not receive joint written instructions from Buyer and the Selling Entity within such thirty
(30) day period, then no portion of the Escrow Amount will be distributed to Buyer with respect to
an Indemnification Escrow Claim until (i) such time as Selling Entity and Buyer sign and deliver to
Escrow Agent joint written instructions instructing the Escrow Agent to disburse all or a portion
of the remaining Escrow Amount, or (ii) a final judgment on the matter is entered by a court of
competent jurisdiction (after all appeals have been finally determined or the time for appeal has
expired without an appeal having been made), in which case Escrow Agent shall retain or disburse
the Indemnification Escrow Amount in accordance with such judgment.



          (b) On the next Business Day immediately following the first anniversary of the Closing Date,
the Escrow Agent shall deliver by wire transfer in immediately available funds to the Selling
Entity Three Million Dollars ($3,000,000) less all amounts (each, a “Disputed



 









 







Amount” and, collectively, “Disputed Amounts”) related to disputed, unsatisfied or unresolved
Indemnification Escrow Claims (“Disputed Claims”) on or before the first anniversary of the Closing
Date. The Escrow Agent shall only release a Disputed Amount in accordance with the Escrow Agent’s
receipt of (i) a court judgment or order which sets forth the disposition of the Disputed Claims,
or (ii) a joint written memorandum prepared and signed by Buyer and Selling Entity in accordance
with Section (II)(a) above. For the avoidance of doubt, if no Officer’s Certificate is delivered
to the Escrow Agent in accordance with Section (II)(a) prior to the first anniversary of the
Closing Date, the Escrow Agent shall release the entire $3 million (less any applicable deducted
fees and expenses) to the Selling Entity on the next Business Day immediately following the first
anniversary of the Closing Date.



     (c) On the next Business Day immediately following the last day of the Indemnification Escrow
Period, the Escrow Agent shall deliver by wire transfer in immediately available funds to the
Selling Entity the Escrow Amount then on hand less all Disputed Amounts on or before the last day
of the Indemnification Escrow Period. The Escrow Agent shall only release a Disputed Amount in
accordance with the Escrow Agent’s receipt of (i) a court judgment or order which sets forth the
disposition of the Disputed Claims, or (ii) a joint written memorandum prepared and signed by Buyer
and Selling Entity in accordance with Section (II)(a) above. For the avoidance of doubt, if no
Officer’s Certificate is delivered to the Escrow Agent in accordance with Section (II)(a) prior to
the end of the Indemnification Escrow Period, the Escrow Agent shall release the entire remainder
of the Escrow Amount and accumulated Escrow Earnings (less any applicable deducted fees and
expenses) to the Selling Entity on the next Business Day immediately following the end of the
Indemnification Escrow Period.




 









 








Schedule C




Escrow Agent Fees





 









 








Schedule D




Wire Instructions




Buyer




Bank:

ABA No.:

Acct. Name:

Account No.:




Selling Entity




Bank:

ABA No.:

Acct. Name:

Account No.:




 









 





Form of Legal Opinion by Sellers’ Counsel




     We have acted as special counsel for CCS Financial Services Inc., a Florida corporation (the
“Selling Entity”), in connection with the preparation, execution and delivery of, and sale
of assets under, the Asset Purchase Agreement dated as of October ___, 2007 (the “Purchase
Agreement”), by and among the Selling Entity, Allen Eager, The Allen Eager Revocable Trust, Paul P.
Hauser, Barry E. Hershman and The Barry E. Hershman Revocable Trust (collectively, the “Selling
Shareholders”), and Check Mart of Florida, Inc., a Delaware corporation (the “Buyer”).
We have not acted as counsel to the Selling Shareholders and as a condition to the closing of the
transactions contemplated by the Purchase Agreement, Buyer will receive a legal opinion in a form
reasonably acceptable to Buyer from a law firm reasonably acceptable to Buyer opining on the
capacity of the Selling Shareholders that are trusts to execute, deliver and perform all of their
obligations under the Purchase Agreement and each of the Ancillary Agreements (as hereinafter
defined). Accordingly we render no opinion with respect to such matters. This opinion is being
rendered pursuant to Section 11.1(n) of the Purchase Agreement. Capitalized terms not defined in
this letter have the meanings ascribed to them in the Purchase Agreement.



     In the capacity described above, we have considered such matters of fact and law, including
the examination of the original or copies, identified to our satisfaction, of (i) each of the
Transaction Documents; (ii) the organizational documents of the Selling Entity including it’s
certificate of incorporation or similar document and bylaws (the “Governing Documents”);
(iii) certificates executed by certain officers of the Selling Entity pursuant to the Purchase
Agreement or otherwise; (iv) representations of the Sellers given pursuant to the Purchase
Agreement; and (v) certificates of good standing relating to the Selling Entity. In addition, we
have examined such other documents of or relating to the Sellers related to matters of law as we
have deemed necessary in connection with this opinion.



     In our examination, we have assumed with your permission and without independent verification
of any kind, the genuineness of all signatures and the authenticity of all documents submitted to
us as originals, the conformity to original documents of documents submitted to us as copies and
the authenticity of the originals of such latter documents. We have further assumed (i) the due
authorization, execution and delivery of each of such documents by, or on behalf of, all parties
thereto (other than the Selling Entity), (ii) the legal capacity of all persons signing documents
in their individual capacity and the legal capacity of the Selling Shareholders that are trusts to
sign the Asset Purchase Agreement and Ancillary Agreements. Whenever in this opinion we refer to
matters of which “we have knowledge,” “we know” or “to our knowledge,” such reference means facts
within the actual knowledge of attorneys in this firm who have devoted substantial time to matters
on behalf of the Selling Entity and no opinion is implied by, or to be inferred beyond, the matters
expressly so stated..



     As to all questions of fact material to the opinions expressed herein, unless we have actual
knowledge to the contrary, we have assumed, without independent investigation, the accuracy of the
factual matters addressed by, and accordingly have relied conclusively upon, certificates or
comparable documents of various public officials and a certificate of the officers and shareholders
of the Selling Entity delivered to us, a copy of which will be attached to this



 









 







opinion at the Closing (the “Officer Certificate”). We have also assumed and relied
upon the correctness and completeness of all representations, warranties and other matters
contained in the Purchase Agreement, and the schedules, documents, agreements and certificates to
be delivered pursuant to the Purchase Agreement except to the extent we have actual knowledge to
the contrary, and upon the compliance with the covenants contained in the Purchase Agreement and
such other documents, agreements and certificates.



     We are lawyers admitted to practice in the State of Florida. We have not made an independent
review of the laws of any state or jurisdiction other than the State of Florida and the United
States of America. In rendering the opinions set forth herein, we express no opinions as to the
effect of any laws other than the laws of the State of Florida and the federal laws of the United
States of America.



     Based on the foregoing, and in reliance thereon, and subject to the qualifications,
limitations and exceptions stated herein, we are of the opinion that:



     1. The Selling Entity is a corporation duly incorporated, validly existing and its status is
active under the laws of the State of Florida.



     2. The Purchase Agreement, the Bill of Sale, the Assignment and Assumption Agreement, the
Escrow Agreement and the Supplemental Escrow Agreement (such agreements, other than the Purchase
Agreement, hereinafter collectively referred to as the “Ancillary Agreements”) each constitute
legal, valid and binding obligations of the Sellers, enforceable against the Sellers in accordance
with their respective terms, except as may be limited by (i) bankruptcy, insolvency or other
similar laws affecting creditors’ rights generally, and (ii) equitable principles of general
applicability and public policy.



     3. The Selling Entity has all requisite corporate power and authority to own, lease and
operate its properties, to carry on the Businesses as it is now being conducted, and to execute and
deliver the Purchase Agreement and each of the Ancillary Agreements and to perform its obligations
thereunder. The execution and delivery by the Selling Entity of the Purchase Agreement and each of
the Ancillary Agreements and the performance by the Selling Entity of its obligations thereunder
have been duly authorized by the Board of Directors and Selling
Shareholders, and no other corporate proceeding on the part of the Selling Entity is necessary
therefor.



     4. Except as may be set forth in the Purchase Agreement, the execution and delivery by the
Selling Entity of the Purchase Agreement and each of the Ancillary Agreements did not, and the
performance by the Selling Entity of its obligations thereunder will not, (a) violate any provision
of the currently existing Articles of Incorporation or bylaws of the Selling Entity, (b) to our
knowledge, violate any currently existing judgment, order, writ, injunction or decree applicable to
the Selling Entity, of any court, governmental or administrative agency or other body, (c) violate
any currently existing applicable law, regulation, rule or ordinance to which the Selling Entity is
subject or by which it is bound and that, in our experience, is normally applicable to transactions
of the type contemplated by the Purchase Agreement, without our having made any special
investigation as to the applicability of any specific law, rule, or



2









 







regulation and further excluding any law, regulation, rule or ordinance which is the subject
of the last paragraph of this opinion letter, (d) to our knowledge, violate the terms of, or result
in the acceleration of any indebtedness or obligation of the Selling Entity under, or result in a
material breach of or a default under, any currently existing indenture, mortgage, deed of trust,
or other written agreement or instrument related to any Business to which the Selling Entity is a
party or by which any Seller or any of its assets or properties are bound or affected, (e) to our
knowledge, result in the creation or imposition of any claim, lien, charge or encumbrance of any
nature upon any of the Purchased Assets or any of the Assumed Liabilities, pursuant to any
currently existing indenture, mortgage, deed of trust, or other written agreement or instrument, or
(f) to our knowledge, constitute an event permitting termination of any currently existing
agreement, license or other right of the Selling Entity relating to any Business which could have a
material adverse effect on the Business.



     5. Except to the extent set forth in the Purchase Agreement and without our having made any
special investigation as to the applicability of any specific law, rule, or regulation and further
excluding any law, regulation, rule or ordinance which is the subject of the last paragraph of this
opinion letter, all authorizations, approvals and consents of, notices to, and filings and
registrations with, any governmental or administrative agency or body necessary for the execution
and delivery by the Sellers of the Purchase Agreement and each of the Ancillary Agreements and the
performance by the Sellers of their obligations thereunder that, in our experience, are normally
applicable to transactions of the type contemplated by the Purchase Agreement have been duly
obtained, effected or given and are in full force and effect, except where such failure will not
have a material adverse effect on the Businesses.



     6. Except as disclosed pursuant to the Purchase Agreement, to our knowledge, there are no
actions, suits, claims, investigations or legal or administrative or arbitration proceedings
pending or overtly threatened against the Selling Entity and relating to the Purchase Agreement or
any of the Ancillary Agreements, or the transactions contemplated thereby, before any court,
governmental or administrative agency or other body, and, to our knowledge, no judgment, order,
writ, injunction or decree of any court or governmental agency or other body has been entered
against or served upon the Selling Entity or any Selling Shareholder relating to the Purchase
Agreement or any of the Ancillary Agreements or the transactions contemplated thereby.



Opinion set forth in Paragraph 1 is based solely on certificates of good standing or
similar documents from the Secretary of State of the State of Florida, copies of which have
been delivered to you at the Closing, and such Opinion is limited solely to the meaning set
forth herein, and no independent verification or confirmation has been undertaken to
confirm such Opinion.



     This Opinion speaks as of its date. We assume no obligation to update this opinion or to
inform you of any changes in the foregoing subsequent to the delivery of this opinion. This opinion
has been prepared solely for your use in connection with the Closing under the Purchase Agreement,
is not to be relied upon by any other person, or otherwise furnished to third parties, used,
circulated, quoted or relied upon, without our prior consent.



3









 





     We express no opinion as to the enforceability of indemnities to the extent such indemnities
may be limited by federal or state securities laws.



     We have acted as special corporate counsel to the Selling Entity in connection with the
Purchase Agreement and have not acted as counsel to the Selling Entity with respect to any
regulatory matters. Accordingly, we do not express or render any opinion as to the regulatory
requirements with respect to the Money Transmitters’ Code, Chapter 560 Florida Statutes, or any
related or similar state federal or local statute, rule, regulation or ordinance intended to
regulate or regulating the Selling Entity’s Businesses, operations or the transactions contemplated
by the Purchase Agreement or the Ancillary Documents.



4









 





LICENSE AGREEMENT




          THIS LICENSE AGREEMENT (the “Agreement”), dated as of                     , 2007 (the “Effective
Date”), is entered into between CCS Financial Services, Inc., a Florida corporation (the
“Licensor”), and Check Mart of Florida, Inc., a Delaware corporation (the
“Licensee”). The Licensor and Licensee are collectively referred to herein as the
“Parties”. Capitalized definitional terms used herein and not otherwise defined shall have the
meaning ascribed to such terms in the Asset Purchase Agreement (as defined herein).




          WHEREAS, the Parties have entered into an Asset Purchase Agreement, dated October ___, 2007
(the “Asset Purchase Agreement”), whereby Licensee has agreed to purchase substantially all
of the assets of Licensor and to assume certain liabilities of Licensor;




          WHEREAS, this Agreement is being entered into pursuant to Section 1.3 of the Asset Purchase
Agreement by reason of the fact that Licensee has not, as of the Closing Date, received Estoppel
and Consent Certificates with respect to the lease agreements for the Restricted Branches (each a
“Restricted Branch Lease” and together, the “Restricted Branch Leases”); and




          WHEREAS, upon the terms and conditions set forth herein, the Parties desire to provide for the
use by Licensee of the premises on which each Restricted Branch is located until the Restricted
Branch Lease for such Restricted Branch is assigned to Licensee or until the operations at such
Restricted Branch are terminated.




          NOW THEREFORE, in consideration of the mutual covenants and conditions hereinafter expressed,
the Parties hereby agree as follows:




     1. Grant of License. Licensor hereby grants to Licensee and its representatives,
agents, successors and assigns, an irrevocable, exclusive license (the “License”) to use
the premises of each Restricted Branch during the Term (as defined herein) for the purpose of
allowing Licensee to continue the operations conducted by Licensor at the Restricted Branches in
accordance with the Restricted Branch Lease, which operations include but are not limited to
deferred presentment services, check cashing services, payment instrument issuance, funds
transmission services, stored-value card sales, and various other related services and products
(the “Permitted Use”).



     2. Expense Reimbursement; Operating Expenses. In consideration of the license granted
by Licensor hereunder, with respect to each Restricted Branch, Licensee will reimburse Licensor for
all rent (including sales tax) and all other charges payable under the terms of the Restricted
Branch Lease for the Restricted Branch, and such reimbursement shall be due within three (3)
business day(s) of Licensor’s request. All operating expenses (including utilities) relating to
the ownership and operation of the Restricted Branch during the Term shall be the sole
responsibility of, and shall be paid by, Licensee on or before the date such payment is due.



     3. Term of License. For each Restricted Branch, the term of the License (the
“Term”) shall commence on the Effective Date and terminate on the earliest of (i) the
receipt of an Estoppel and Consent Certificate for the Restricted Branch and the assignment to
Licensee of



 









 







the Restricted Branch Lease for such Restricted Branch, (ii) if the Restricted Branch is
identified as a Terminated Branch in the Determination Notice, eighteen (18) calendar days after
the Determination Date, or (iii) the date on which the Restricted Branch Lease for the Restricted
Branch terminates or expires according to its terms.



     4. Use; Compliance with Laws. Licensee shall have the right to use the Restricted
Branches for only the Permitted Use, and for no other purpose without the prior written consent of
Licensor, which consent shall be in Licensor’s sole discretion.



     5. Amendment or Termination of Restricted Branch Leases. Licensor shall not amend or
terminate any Restricted Branch Lease without the prior written consent of Licensee, which consent
shall not be unreasonably withheld or delayed.



     6. Representations by Licensor. Licensor makes no other representations regarding the
Restricted Branches beyond those representations contained in the Asset Purchase Agreement.



     7. Non-Disturbance. The Parties acknowledge that Licensee has full and exclusive
ownership of the business conducted at the Restricted Branches, and Licensor agrees that it will
not take any action that is intended to, or has the effect of, disturbing or interfering with the
operation of Licensee’s business at the Restricted Branches.



     8. Notices. Any notices which are permitted or required in this Agreement shall be in
writing and shall be duly delivered and given when personally served or sent by reputable overnight
courier to the person at the address designated below. Notice shall be deemed given on the date of
personal delivery and receipt shall be deemed to have occurred on the date of receipt. Either
party may change their address as designated herein by giving notice thereof as provided herein.



	 	 	 	 	 
	 

	 	If to Licensor :
	 	c/o CCS Financial Services, Inc.
	 

	 	 	 	6883 Queenferry Circle
	 

	 	 	 	Boca Raton, Florida 33496
	 
	 	 	 	 
	 

	 	With a copy to:
	 	Tobin & Reyes, P.A.
	 

	 	 	 	The Plaza
	 

	 	 	 	5355 Town Center Road, Suite 204
	 

	 	 	 	Boca Raton, FL 33846
	 

	 	 	 	Attention: David S. Tobin, Esq.
	 

	 	 	 	Addresses for Notices:
	 
	 	 	 	 
	 

	 	If to Licensee:
	 	Check Mart of Florida, Inc.
	 

	 	 	 	1436 Lancaster Avenue
	 

	 	 	 	Suite 300
	 

	 	 	 	Berwyn, Pennsylvania 19312
	 

	 	 	 	Attention: Roy W. Hibberd, General Counsel






2









 






	 	 	 	 	 
	 

	 	With a copy to:
	 	Foley & Lardner LLP
	 

	 	 	 	100 North Tampa Street, Suite 2700
	 

	 	 	 	Tampa, Florida 33602
	 

	 	 	 	Attention: Steven W. Vazquez, Esq.





or such other address either party from time to time specify in writing to the other.




     9. Assignment. No Party may assign all or any portion of the Agreement to any other
person or entity without the prior written consent of the other Party, except that after the
Closing the Licensee may assign any or all of its rights and interests under this Agreement at any
time (A) to one or more of the Licensee’s Affiliates for the purpose of undertaking all or part of
the Licensee’s rights and obligations pursuant hereto, or (B) as collateral security to any lender
or lenders (including any agent for any such lender or lenders) providing financing to the Licensee
or any Affiliate of the Licensee, or to any assignee or assignees of any such lender, lenders or
agent. Furthermore, after the Closing the Licensee may assign any or all of its rights and
interests under this Agreement: (a) to a purchaser of all or substantially all of the Licensee’s
assets or any of the Businesses; or (b) as a matter of law to the surviving entity in any merger or
consolidation to which the Licensee is a party.



     10. Further Assurances. The Licensor and the Licensee agree to execute and delivery
to the other party, such documents and instruments and to take such other actions as may be
reasonable or necessary or as may be reasonably requested by the other in furtherance of
performance of the terms, covenants and conditions of this Agreement.



     11. Governing Law. This Agreement shall be governed by the laws of the State of
Florida, without giving effect to any principles regarding conflict of laws.



     12. Jurisdiction and Venue. Any litigation or other court proceedings with respect to
any matter arising from or in connection with this Agreement shall be conducted in the federal or
state courts in Broward County or Palm Beach County, Florida. The Parties hereby submit to
personal jurisdiction and consent to venue in such courts, and waive any defense based on forum non
conveniens.



     13. Severability. If any clause of this Agreement is determined to be invalid,
illegal or unenforceable in whole or in part for any reason, it shall not affect the legality or
enforceability of any other clause of this Agreement.



     14. Entire Agreement. This Agreement (together with the Asset Purchase Agreement)
sets forth the entire understanding and agreement by the Parties as of the date hereof and
supersedes all prior agreements and understandings (oral and written) between the Parties with
respect to the matters set forth in this Agreement.



     15. Amendments and Modifications. This Agreement may not be amended or otherwise
modified unless evidenced in a writing and signed by each of Licensor and Licensee.



3









 





     16. Successors and Assigns. This License and the rights and obligations hereunder
shall be binding upon and inure to the benefit of Licensor and Licensee and their respective
successors and assigns.



     17. Counterparts. This Agreement may be executed in any number of counterparts, and
it is contemplated that the parties hereto may execute different counterparts, which together shall
constitute one and the same instrument.



     18. Attorneys’ Fees. In the event of any litigation, including appeals, with regard
to this Agreement, the prevailing Party shall be entitled to recover from the non-prevailing Party
all reasonable fees, costs, and expenses of counsel (at pre-trial, trial and appellate levels).



[Signatures appear on following page]




4









 





     IN WITNESS WHEREOF, the Parties have executed or caused their duly authorized representatives
to execute this Agreement as on the date set forth above.



	 	 	 	 	 
	 

	 	LICENSOR:
	 	
	 
	 	 	 	 
	 	 	CCS FINANCIAL SERVICES, INC.
	 	 	a Florida corporation
	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 	 	LICENSEE:
	 
	 	 	 	 
	 	 	CHECK MART OF FLORIDA, INC.,
	 	 	a Delaware corporation
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:

Title:
	 	Donald Gayhardt

President







5












 





SUPPLEMENTAL ESCROW AGREEMENT




     This SUPPLEMENTAL ESCROW AGREEMENT, dated as of                      ____, 2007 (this “Agreement”), is
entered into by and among Check Mart of Florida, Inc., a Delaware corporation (“Buyer”), CCS
Financial Services, Inc., a Florida corporation (“Selling Entity”), and U.S. Bank National
Association, a national banking association, as escrow agent (the “Escrow Agent”), pursuant to the
terms of an Asset Purchase Agreement, dated as of                      ____, 2007 (the “Purchase Agreement”),
by and among Buyer, Selling Entity, and certain other parties. Capitalized terms defined in the
Purchase Agreement and not otherwise defined herein or in Schedule B hereto shall have the
meanings as provided in the Purchase Agreement.



     WHEREAS, pursuant to Section 1.3 of the Purchase Agreement, on the date hereof, Buyer, on
behalf of Selling Entity, has deposited with Escrow Agent an amount of cash equal to
                    
($                    ) (the “Escrow Amount”), which will be held and disbursed by the Escrow Agent in
accordance with this Agreement;



     WHEREAS, a copy of the Purchase Agreement is attached hereto as Schedule A, and the
Escrow Agent is willing to act as the Escrow Agent hereunder;



     WHEREAS, the Escrow Amount is being funded from the consideration otherwise payable under the
Purchase Agreement;



     WHEREAS, pursuant to the terms of the Purchase Agreement, the Escrow is to be administered in
accordance with this Escrow Agreement; and



     WHEREAS, the Escrow Agent will hold the Escrow Amount in an escrow account at the Escrow Agent
(the “Escrow Account”).



     NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein
and in the Purchase Agreement, and intending to be legally bound hereby, the parties hereby agree
as follows:



     1. Appointment and Agreement of Escrow Agent. Buyer and Selling Entity hereby appoint
the Escrow Agent to serve as, and the Escrow Agent hereby agrees to act as, escrow agent upon the
terms and conditions of this Agreement.



     2. Establishment of the Escrow Amount; Receipt.



          (a) The Escrow Agent shall hold the Escrow Amount in the Escrow Account pursuant to this
Agreement. Escrow Agent shall add all Escrow Earnings (as defined in Section 8, below) to the
Escrow Account and will administer such additional funds as part of the Escrow Amount. The Escrow
Period (as defined in Section (II)(a) of Schedule B hereof) shall commence on the date
hereof and shall end on the last day of such Escrow Period.




          (b) Buyer confirms to the Escrow Agent that the Escrow Amount shall be free and clear of all
encumbrances, except as may be created by this Agreement and the Purchase Agreement.




 









 








          (c) By its execution and delivery of this Agreement, the Escrow Agent acknowledges receipt of
the Escrow Amount.




     3. Purpose of the Escrow Amount. The Escrow Amount will be held by the Escrow Agent
as partial security for the obligations of Selling Entity to obtain and deliver Estoppel and
Consent Certificates pursuant to Section 1.3 of the Purchase Agreement. The Escrow Amount will be
administered in accordance with the Purchase Agreement and Schedule B hereto.



     4. Taxes.



          (a) Buyer and Selling Entity shall each be responsible for the payment and discharge of any
taxes, assessments and governmental charges imposed on or with respect to the income and gain on
any Escrow Earnings disbursed to them, as applicable.




          (b) The Escrow Agent shall be entitled to deduct and withhold from any funds or other assets
otherwise payable out of the Escrow Amount to Buyer or Selling Entity pursuant to this Agreement
such amounts as the Escrow Agent is required to deduct and withhold with respect to the making of
such payment under any provision of U.S. federal, state, local or foreign tax law. If the Escrow
Agent so withholds amounts, such amounts shall be treated for the purposes of this Agreement as
having been paid to the indicated recipient in respect of which the Escrow Agent made such
deductions and withholding. Each party hereto shall promptly, and in any event within 30 days of
the date of this Agreement, provide to the Escrow Agent such tax forms as the Escrow Agent
reasonably requests in connection with its obligations under the appropriate tax laws and/or
regulations applicable in respect of withholding, backup withholding and information reporting.




     5. Payments from the Escrow Amount.



          (a) At any time on or prior to the last day of the Escrow Period, Buyer may deliver to the
Escrow Agent and to Selling Entity an Officer’s Certificate containing such information required
by, and in accordance with, Section (II) of Schedule B hereto.




          (b) Any Officer’s Certificate shall be resolved according to the procedures set forth in
Section (II) of Schedule B hereto.




          (c) Notwithstanding any other provision of this Agreement to the contrary, at any time prior
to the termination of this Agreement, the Escrow Agent shall, if so instructed in writing jointly
by Buyer and Selling Entity, pay from the Escrow Amount, as instructed, to any of the Buyer or the
Selling Entity, as directed in such writing, the amount of cash or other property so instructed.




     6. Release of Escrow Proceeds. Following the last day of the Escrow Period, the
Escrow Amount will be released in accordance with the provisions of Section (II)(b) of
Schedule B hereto.



     7. Maintenance of the Escrow Account. The Escrow Agent shall continue to maintain the
Escrow Account until the termination of this Agreement.



2









 





     8. Investment of Escrow Amount. The Escrow Agent shall invest and reinvest moneys on
deposit in the Escrow Account, as directed by Selling Entity and approved in writing by Buyer;
provided, that no investment or reinvestment may be made except in the following: (a)
obligations issued or guaranteed by the United States government (or agencies thereof) maturing in
30 days or less, (b) certificates of deposit or repurchase agreements maturing in 30 days or less
of domestic United States banks having capital and surplus of $250,000,000 or more and having a
rating of A or better from Moody’s Investors Service, Inc. and A or better from Standard & Poor’s
Corporation, and (c) any institutional money market fund offered by the Escrow Agent, including any
institutional money market fund managed by the Escrow Agent or its affiliates. Any interest or
other income received on such investment or reinvestment of the Escrow Amount (the “Escrow
Earnings”) shall be added to the Escrow Amount and shall be administered as part of the Escrow
Amount in accordance with this Agreement. The Escrow Agent shall have no liability for any
investment losses, including without limitation any market loss on any investment liquidated prior
to maturity in order to make a payment required hereunder.



     9. Assignment of Rights to the Escrow Amount; Assignment of Obligations; Successors.
This Agreement may not be assigned by operation of law or otherwise without the express written
consent of the parties hereto (which consent may be granted or withheld in the sole discretion of
such other parties); provided, however, that Buyer may assign any or all of its
rights and interests under this Agreement: (A) to one or more of Buyer’s Affiliates for the purpose
of undertaking all or part of Buyer’s rights and obligations hereto, or (B) as collateral security
to any lender or lenders (including any agent for any such lender or lenders) providing financing
to Buyer or any Affiliate of Buyer, or to any assignee or assignees of any such lender, lenders or
agent. Furthermore, Buyer may assign any or all of its rights and interests under this Agreement:
(a) to a purchaser of all or substantially all of Buyer’s assets or any of the Businesses acquired
under the Purchase Agreement; or (b) as a matter of law to the surviving entity in any merger or
consolidation to which Buyer is a party. This Agreement shall be binding upon and inure solely to
the benefit of the parties hereto and their permitted assigns.



     10. Escrow Agent.



          (a) Except as expressly contemplated by this Agreement or by joint written instructions from
Buyer and Selling Entity, the Escrow Agent shall not transfer or otherwise dispose of in any manner
all or any portion of the Escrow Amount, except pursuant to an order of a court of competent
jurisdiction.




          (b) The duties and obligations of the Escrow Agent shall be determined solely by this
Agreement, and the Escrow Agent shall not be liable except for the performance of such duties and
obligations as are specifically set forth in this Agreement.




          (c) In the performance of its duties hereunder, the Escrow Agent shall be entitled to rely
upon any document, instrument or signature believed by it in good faith to be genuine and signed by
any party hereto or an authorized officer or agent thereof, and shall not be required to
investigate the truth or accuracy of any statement contained in any such document or instrument.
The Escrow Agent may assume that any person purporting to give any notice in accordance with the
provisions of this Agreement has been duly authorized to do so.




3









 








          (d) The Escrow Agent shall not be liable for any error of judgment, or any action taken,
suffered or omitted to be taken, hereunder except in the case of its gross negligence, bad faith or
willful misconduct. The Escrow Agent may consult with counsel of its own choice and shall have
full and complete authorization and protection for any action taken or suffered by it hereunder in
good faith and in accordance with the opinion of such counsel.




          (e) The Escrow Agent shall have no duty as to the collection or protection of the Escrow
Amount or income thereon, nor as to the preservation of any rights pertaining thereto, beyond the
safe custody of any such funds actually in its possession.




          (f) As compensation for its services to be rendered under this Agreement, for each year or any
portion thereof, the Escrow Agent shall receive a fee in the amount specified in Schedule C
to this Agreement and shall be reimbursed upon request for all expenses, disbursements and
advances, including reasonable fees of outside counsel, if any, incurred or made by it in
connection with the preparation of this Agreement and the carrying out of its duties under this
Agreement. All such fees and expenses shall be paid by Buyer. Selling Entity shall reimburse
Buyer for one-half of such fees and expenses as are paid for by Buyer.




          (g) Buyer and Selling Entity shall reimburse and indemnify the Escrow Agent for, and hold it
harmless against, any loss, liability or expense, including, without limitation, reasonable
attorneys’ fees, incurred without gross negligence, bad faith or willful misconduct on the part of
the Escrow Agent arising out of, or connection with the acceptance of, or the performance of, its
duties and obligations under this Agreement.




          (h) The Escrow Agent may at any time resign by giving twenty (20) Business Days’ prior written
notice of resignation to Buyer and Selling Entity. Buyer and Selling Entity may at any time
jointly remove the Escrow Agent by giving ten (10) Business Days’ written notice signed by each of
them to the Escrow Agent. If the Escrow Agent shall resign or be removed, a successor Escrow
Agent, which shall be a bank or trust company having (or in the case of a subsidiary of a bank
holding company, its bank holding company parent shall have) assets in excess of $500 million, and
which shall be reasonably acceptable to the Selling Entity, shall be appointed by written
instrument executed by Buyer and Selling Entity and delivered to the Escrow Agent and to such
successor Escrow Agent and, thereupon, the resignation or removal of the predecessor Escrow Agent
shall become effective and such successor Escrow Agent, without any further act, deed or
conveyance, shall become vested with all right, title and interest to all cash and property held
hereunder of such predecessor Escrow Agent, and such predecessor Escrow Agent shall, on the written
request of the Selling Entity, Buyer or the successor Escrow Agent, execute and deliver to such
successor Escrow Agent all the right, title and interest hereunder in and to the Escrow Amount of
such predecessor Escrow Agent and all other rights hereunder of such predecessor Escrow Agent. If
no successor Escrow Agent shall have been appointed within twenty (20) Business Days of a notice of
resignation by the Escrow Agent, the Escrow Agent may, but need not, apply to a court of competent
jurisdiction to appoint a successor and the Escrow Agent’s sole responsibility shall be to hold the
Escrow Amount until the earliest of (i) its receipt of designation of a successor Escrow Agent,
(ii) a joint written instruction by Buyer and the Selling Entity, or (iii) termination of this
Agreement in accordance with its terms.




4









 








          (i) In no event shall the Escrow Agent be liable for incidental, consequential or punitive
damages.




     11. Termination. This Agreement shall terminate on the date on which there are no
funds or other property remaining in the Escrow Account.



     12. Notices. All notices, requests and other communications to any party hereunder
shall be in writing, and shall be given or made (and shall be deemed to have been duly given or
made upon receipt) by delivery in person or by reputable overnight courier to the respective
parties at the following addresses (or at such other address for a party as shall be specified in a
notice given in accordance with this Section 12):



          (a) if to Buyer:



Check Mart of Florida, Inc.

c/o Dollar Financial Group, Inc.

1436 Lancaster Avenue, Suite 300

Berwyn, PA 19312

Attention: Roy W. Hibberd, General Counsel



With a copy (which shall not constitute notice) to:



Foley & Lardner LLP

100 N. Tampa St., Suite 2700

Tampa, FL 33602

Attention: Steven W. Vazquez, Esq.




          (b) if to Selling Entity:



CCS Financial Services, Inc.



Attention: Paul Hauser, President



With a copy (which shall not constitute notice) to:



Tobin & Reyes, P.A.

5355 Town Center Road, Suite 204

Boca Raton, FL 33486

Attention: David S. Tobin, Esq.




          (c) if to the Escrow Agent, to:



U.S. Bank National Association

Corporate Trust Services

200 South Biscayne Blvd., Suite 1870

Miami, FL 33131

Attention: Timothy P. Miller




5









 





     Notices to the Escrow Agent shall be effective only upon receipt. If any document or notice
is required by this Agreement or the Purchase Agreement to be delivered to the Escrow Agent and any
other person, the Escrow Agent may assume without inquiry that such document or notice was received
by such other person when it was received by the Escrow Agent, and the Escrow Agent need not verify
such other receipt.



     13. Governing Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Florida applicable to contracts executed and to be performed
entirely within that state. Any suit, action or proceeding seeking to enforce any provision of, or
based on any matter arising out of or in connection with, this Agreement or the transactions
contemplated hereby shall be brought exclusively in the federal court located for the Southern
District of Florida located in Broward County or Palm Beach County, Florida, or any Florida state
court, and each of the parties hereby consents to the exclusive jurisdiction of such courts (and of
the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably
waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to
the laying of the venue of any such suit, action or proceeding in any such court or that any such
suit, action or proceeding brought in any such court has been brought in an inconvenient form.
Process in any such suit, action or proceeding may be served on any party anywhere in the world,
whether within or without the jurisdiction of any such court. Without limiting the foregoing, each
party agrees that service of process on such party at such location as is provided in Section 12
shall be deemed effective service of process on such party.



     14. Amendments. This Agreement may not be amended or modified except (a) by an
instrument in writing signed by, or on behalf of, Buyer, Selling Entity, and the Escrow Agent or
(b) by a waiver in accordance with Section 15.



     15. Waiver. Any party hereto may (i) extend the time for the performance of any
obligation or other act of any other party hereto or (ii) waive compliance with any agreement or
condition contained herein. Any such extension or waiver shall be valid only if set forth in an
instrument in writing signed by the party or parties to be bound thereby. Any waiver of any term
or condition shall not be construed as a waiver of any subsequent breach or a subsequent waiver of
the same term or condition, or a waiver of any other term or condition, of this Agreement. The
failure of any party to assert any of its rights hereunder shall not constitute a waiver of any of
such rights.



     16. Business Days. Whenever the last day for the exercise of any privilege or the
discharge of any duty under this Agreement shall fall upon a Saturday, Sunday or any date on which
banks in New York are closed, the party having such privilege or duty may exercise such privilege
or discharge such duty on the next succeeding day which is a regular business day.



     17. Severability. If any term or other provision of this Agreement is invalid,
illegal or incapable of being enforced by any rule of law or public policy, all other conditions
and provisions of this Agreement shall nevertheless remain in full force and effect so long as the
economic and legal substance of the transactions contemplated by this Agreement is not affected in
any manner materially adverse to any party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the parties as closely
as



6









 







possible in a mutually acceptable manner in order that the transactions contemplated by this
Agreement be consummated as originally contemplated to the fullest extent possible.



     18. Entire Agreement. This Agreement and the Purchase Agreement constitute the entire
agreement of the parties hereto with respect to the subject matter hereof and supersede all prior
agreements and undertakings, both written and oral, among Buyer, Selling Entity, and the Escrow
Agent with respect to the subject matter hereof.



     19. No Third Party Beneficiaries. This Agreement is for the sole benefit of the
parties hereto, the Selling Stockholders, and their respective permitted assigns, and nothing
herein, express or implied, is intended to or shall confer upon any other person or entity any
legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this
Agreement.



     20. Headings. The descriptive headings contained in this Agreement are included for
convenience of reference only and shall not affect in any way the meaning or interpretation of this
Agreement.



     21. Counterparts. This Agreement may be executed in one or more counterparts, and by
different parties hereto in separate counterparts, each of which when executed shall be deemed to
be an original but all of which when taken together shall constitute one and the same agreement.



     22. U.S.A. Patriot Act Compliance Information.  Buyer and Selling Entity each shall
provide to the Escrow Agent such information as the Escrow Agent may reasonably require to permit
the Escrow Agent to comply with its obligations under the federal U.S.A. Patriot Act.  The Escrow
Agent shall not credit any amount of interest or investment proceeds earned on the Escrow Amount,
or make any payment of all or a portion of the Escrow Amount, to any person unless and until such
person has provided to the Escrow Agent such documents as the Escrow Agent may require to permit
the Escrow Agent to comply with its obligations under such Act.



     23. Additional Wire Instructions. Wire instructions for Buyer and Selling Entity are
set forth in Schedule D.



     24. No Personal Liability. The Selling Entity shall not have any personal liability
under this Agreement.



     25. Attorneys’ Fees. In the event of any litigation, including appeals, with regard
to this Agreement, the prevailing Party shall be entitled to recover from the non-prevailing Party
all reasonable fees, costs, and expenses of counsel (at pre-trial, trial and appellate levels).



[The remainder of this page is intentionally left blank.]




7









 





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



	 	 	 	 	 	 	 
	 	 	BUYER:	 	 
	 
	 	 	 	 	 	 
	 	 	CHECK MART OF FLORIDA, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	SELLING ENTITY:	 	 
	 
	 	 	 	 	 	 
	 	 	CCS FINANCIAL SERVICES, INC.	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	ESCROW AGENT:	 	 
	 
	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






[Signature Page to Supplemental Escrow Agreement]




 









 





Schedule A 




Purchase Agreement




 









 





Schedule B




Escrow Administration




     I. Purpose of Escrow. The purpose of this Agreement is to provide a means to
administer Branch Holdbacks relating to Restricted Branches pursuant to Section 1.3 of the Purchase
Agreement. Buyer and Selling Entity shall each pay one-half of the fees and expenses of the Escrow
Agent.



     II. Release of Escrow Amount.



          (a) Upon delivery, at any time on or before the date which is one hundred eighty (180) days
following the Closing Date (the “Escrow Period”), to the Escrow Agent and the Selling Entity, of a
certificate signed by any officer of Buyer (an “Officer’s Certificate”) stating that Buyer has
received (i) an Estoppel and Consent Certificate for a Restricted Branch and (ii) an assignment
document to evidence the assignment to Buyer of the Unexpired Lease for such Restricted Branch,
each in form and substance reasonably satisfactory to Buyer, Escrow Agent shall, no later than the
date that is three (3) Business Days after Escrow Agent’s receipt of such Officer’s Certificate and
subject to the provisions of this Schedule B, cause to be disbursed to Selling Entity a
portion of the Escrow Amount equal to $500,000 for each Restricted Branch (plus Escrow Earnings
relating to such amount) that is the subject of such Officer’s Certificate.




          (b) Within three (3) Business Days of the end of the Escrow Period (the “Escrow Termination
Date”), Buyer shall deliver to the Escrow Agent and the Selling Entity an Officer’s Certificate
stating which of each Remaining Branch is a Terminated Branch, and within 3 Business Days of
receipt of such Officer’s Certificate, Escrow Agent shall cause to be disbursed (i) to Buyer a
portion of the Escrow Amount equal to $500,000 for each Terminated Branch (plus Escrow Earnings
relating to such amount) that is set forth in the Officer’s Certificate and (ii) to Selling Entity
the remainder of the Escrow Amount (plus Escrow Earnings).




 









 





Schedule C




Escrow Agent Fees




 









 





Schedule D




Wire Instructions




Buyer




Bank:

ABA No.:

Acct. Name:

Account No.:




Selling Entity




Bank:

ABA No.:

Acct. Name:

Account No.:




 









 







ASSIGNMENT AND ASSUMPTION AGREEMENT




     This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of ___                     ,
2007, by and among Check Mart of Florida, Inc., a Delaware corporation (“Assignee”), and CCS
Financial Services, Inc., a Florida corporation, (the “Assignor”). Assignor and Assignee are
entering into this Agreement pursuant to that certain Asset Purchase Agreement, dated as of
                     ___, 2007 (the “Purchase Agreement”), by and among Assignor, Assignee, and certain other
parties. All capitalized terms used and not otherwise defined herein shall have the meanings
ascribed thereto in the Purchase Agreement.



AGREEMENT




     In consideration of the mutual covenants contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:



     1. Assignment and Delegation by Assignors. As of the date hereof, Assignor hereby
assigns and delegates to Assignee all of Assignor’s right, title, and interest in the Purchased
Assets, and all obligations under the Assumed Liabilities, on and after the date hereof. The
Purchased Assets are transferred hereby free and clean of any mortgages, liens, claims, charges or
encumbrances of any kind or nature whatsoever, except the Permitted Liens.



     2. Acceptance and Assumption by Assignee. As of the date hereof, Assignee hereby
accepts and assumes all of Assignor’s obligations arising on and after the date hereof under the
Assumed Liabilities.



     3. Exception. Notwithstanding anything in this Agreement to the contrary, to the
extent that any Purchased Asset or Assumed Liability is not assignable or assumable without the
consent of another party whose consent has not been obtained, (a) this Agreement shall not
constitute an assignment or attempted assignment or assumption of such Purchased Asset or Assumed
Liability if the assignment, assumption, attempted assignment or attempted assumption would
constitute a breach thereof or materially detract from the rights transferred to, or obligations
assumed by, Assignee, and (b) Assignee shall be deemed not to have assumed any obligations under
such Purchased Asset or Assumed Liability.



     4. No Additional Rights or Obligations. Nothing contained in this Agreement is
intended to provide any rights to Assignor or Assignee beyond those rights expressly provided to
Assignor or Assignee in the Purchase Agreement. Nothing contained in this Agreement is intended to
impose any obligations or liabilities on Assignor or Assignee beyond those obligations and
liabilities expressly imposed on Assignor or Assignee in the Purchase Agreement. Should any term
or provision hereof be in conflict with any term or provision of the Purchase Agreement, the terms
and provisions of the Purchase Agreement shall prevail.



 









 





     5. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Florida (other than conflict of laws principles thereof directing the
application of any law other than that of such state).



     6. Modifications. This Agreement may not be changed, modified or terminated orally or
in any manner other than by an agreement in writing signed by the parties hereto or their
respective successors and assigns.



     7. Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which shall constitute but one and the same
instrument. This Agreement shall become binding when one or more counterparts hereof, individually
or taken together, shall bear the signatures of all of the parties reflected hereon as signatories.
Signatures transmitted by facsimile or electronic mail shall be accepted by the parties as being
authentic and equal to original inked signatures.



     8. Successors and Assigns. The agreements herein contained shall be binding upon and
inure to the benefit of the parties hereto, their successors, legal representatives and assigns.



[Signatures appear on the following page.]




- 2 -









 





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



	 	 	 	 	 	 	 
	 	 	ASSIGNOR:	 	 
	 
	 	 	 	 	 	 
	 	 	CCS FINANCIAL SERVICES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	ASSIGNEE:	 	 
	 
	 	 	 	 	 	 
	 	 	CHECK MART OF FLORIDA, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title: